<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Champion Healthcare Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
15850B104
(CUSIP Number)
Thomas E. Siegler
Donaldson, Lufkin & Jenrette, Inc.
140 Broadway
New York, New York 10005
(212) 504-4477
________________________________________________________
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
December 31, 1995
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [ ]
Check the following box if a fee is being paid with this statement
[ ].
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act.
(Continued on following page(s))
<PAGE> 2
<TABLE>
<S><C>
1 NAME OF REPORTING PERSON DLJ Venture Capital Fund II, L.P.
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 37,606
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
37,606
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%--
See Item 5
14 TYPE OF REPORTING PERSON PN
</TABLE>
<PAGE> 3
<TABLE>
<S><C>
1 NAME OF REPORTING PERSON DLJ Fund Associates II
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION New York
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 37,606
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
37,606
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%--See
Item 5
14 TYPE OF REPORTING PERSON PN
</TABLE>
<PAGE> 4
<TABLE>
<S><C>
1 NAME OF REPORTING PERSON Sprout Growth, L.P.
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 773,909
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 773,909--See
Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5%--See Item 5
14 TYPE OF REPORTING PERSON PN
</TABLE>
<PAGE> 5
<TABLE>
<S><C>
1 NAME OF REPORTING PERSON DLJ Growth Associates
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION New York
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 773,909
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
773,909
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5%--See Item 5
14 TYPE OF REPORTING PERSON PN
</TABLE>
<PAGE> 6
<TABLE>
<S><C>
1 NAME OF REPORTING PERSON Sprout Capital VI, L.P.
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 1,170,111
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
1,170,111
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8%
14 TYPE OF REPORTING PERSON PN
</TABLE>
<PAGE> 7
<TABLE>
<S><C>
1 NAME OF REPORTING PERSON Sprout Growth II, L.P.
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 635,652
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
635,652
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7%--See Item 5
14 TYPE OF REPORTING PERSON PN
</TABLE>
<PAGE> 8
<TABLE>
<S><C>
1 NAME OF REPORTING PERSON DLJ Capital Corporation
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 2,681,971
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
2,681,971
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.5%--See Item 5
14 TYPE OF REPORTING PERSON CO
</TABLE>
<PAGE> 9
<TABLE>
<S><C>
1 NAME OF REPORTING PERSON DLJ First ESC LLC
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 1,969
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
1,969
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%--See
Item 5
14 TYPE OF REPORTING PERSON IV
</TABLE>
<PAGE> 10
<TABLE>
<S><C>
1 NAME OF REPORTING PERSON DLJ LBO Plans Management Corporation
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 1,969
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
1,969
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%--See
Item 5
14 TYPE OF REPORTING PERSON CO
</TABLE>
<PAGE> 11
<TABLE>
<S><C>
1 NAME OF REPORTING PERSON Donaldson, Lufkin & Jenrette Securities Corporation
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 101,512
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
101,512
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%--See
Item 5
14 TYPE OF REPORTING PERSON CO
</TABLE>
<PAGE> 12
<TABLE>
<S><C>
1 NAME OF REPORTING PERSON Donaldson, Lufkin & Jenrette, Inc.
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 2,785,452
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
2,785,452
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14 TYPE OF REPORTING PERSON CO, HC
</TABLE>
<PAGE> 13
<TABLE>
<S><C>
1 NAME OF REPORTING PERSON The Equitable Companies Incorporated
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 2,785,452
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
2,785,452
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14 TYPE OF REPORTING PERSON CO, HC
</TABLE>
<PAGE> 14
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON AXA
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION France
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 2,785,452
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
2,785,452
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14 TYPE OF REPORTING PERSON HC
</TABLE>
<PAGE> 15
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON FINAXA
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION France
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 2,785,452
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
2,785,452
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14 TYPE OF REPORTING PERSON HC
</TABLE>
<PAGE> 16
<TABLE>
<S><C>
1 NAME OF REPORTING PERSON AXA Assurances I.A.R.D. Mutuelle
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION France
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 2,785,452
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
2,785,452
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14 TYPE OF REPORTING PERSON IC
</TABLE>
<PAGE> 17
<TABLE>
<S><C>
1 NAME OF REPORTING PERSON AXA Assurances Vie Mutuelle
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION France
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 2,785,452
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
2,785,452
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14 TYPE OF REPORTING PERSON IC
</TABLE>
<PAGE> 18
<TABLE>
<S><C>
1 NAME OF REPORTING PERSON Uni Europe Assurance Mutuelle
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION France
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 2,785,452
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
2,785,452
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14 TYPE OF REPORTING PERSON IC
</TABLE>
<PAGE> 19
<TABLE>
<S><C>
1 NAME OF REPORTING PERSON Alpha Assurances Vie Mutuelle
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION France
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 2,785,452
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
2,785,452
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14 TYPE OF REPORTING PERSON IC
</TABLE>
<PAGE> 20
<TABLE>
<S><C>
1 NAME OF REPORTING PERSON Alpha Assurances I.A.R.D. Mutuelle
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION France
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 2,785,452
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
2,785,452
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14 TYPE OF REPORTING PERSON IC
</TABLE>
<PAGE> 21
<TABLE>
<S><C>
1 NAME OF REPORTING PERSON Claude BeBeAr, as Voting Trustee
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION France
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 2,785,452
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
2,785,452
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14 TYPE OF REPORTING PERSON IN
</TABLE>
<PAGE> 22
<TABLE>
<S><C>
1 NAME OF REPORTING PERSON Patrice Garnier, as Voting Trustee
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION France
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 2,785,452
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
2,785,452
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14 TYPE OF REPORTING PERSON IN
</TABLE>
<PAGE> 23
<TABLE>
<S><C>
1 NAME OF REPORTING PERSON Henri de Clermont-Tonnerre, as Voting Trustee
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS* Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION France
7 SOLE VOTING POWER 0
NUMBER OF SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 2,785,452
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON See Item 5
2,785,452
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14 TYPE OF REPORTING PERSON IN
</TABLE>
<PAGE> 24
This Amendment No. 2 (the "Amendment") to Schedule 13D is being filed
on behalf of the undersigned to amend the Schedule 13D dated December 15, 1994,
as amended and restated by Amendment No. 1 filed on September 5, 1995 by
Donaldson, Lufkin & Jenrette, Inc. and others (the "Schedule 13D") relating to
the common stock, par value, $.01 per share (the "Common Stock") of Champion
Healthcare Corporation, a Delaware corporation (the "Company"). Unless
otherwise indicated, all capitalized terms used herein but not otherwise
defined herein shall have the same meaning as set forth in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 to the Schedule 13D is hereby amended by deleting the thirteenth
paragraph and inserting the following:
DLJ is a publicly-held Delaware corporation. DLJ directly owns all of the
capital stock of DLJCC, DLJCI and DLJSC, and indirectly owns all of the capital
stock of LBO through its interest in DLJCI. DLJ, acting on its own behalf or
through its subsidiaries, is a registered broker/dealer and registered
investment adviser engaged in investment banking, institutional trading and
research, investment management and financial and correspondence brokerage
services. Equitable directly owns 44.1% of DLJ and the Equitable Life
Assurance Society of the United States, a New York stock life insurance company
wholly owned by Equitable, indirectly owns 36.1% of DLJ.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 to the Schedule 13D is hereby amended and supplemented by inserting
the following:
On December 31, 1995, the Company consummated a recapitalization
transaction (the "Recapitalization") contemplated by that certain
Recapitalization Agreement (the "Recapitalization Agreement") dated as of
December 31, 1995 by and between the Company and the stockholders named
therein. The terms and affect of the Recapitalization Agreement are described
in Item 4 hereto, and such description is incorporated herein by reference.
Pursuant to the Recapitalization:
DLJ II converted all of its shares of Series A Preferred Stock,
Series A-1 Preferred Stock and BB Preferred Stock into Shares, and in
connection with such conversion and the other transactions pursuant to the
Recapitalization received an aggregate of 31,128 Shares;
Growth converted all of its shares of Series A Preferred Stock,
Series A-1 Preferred Stock and BB Preferred Stock into Shares, and in
connection with such conversion and the other transactions pursuant to the
Recapitalization received an aggregate of 618,315 Shares;
Sprout VI converted all of its shares of Series A Preferred Stock,
Series A-1 Preferred Stock and BB Preferred Stock into Shares, and in
connection with such conversion and the other transactions pursuant to the
Recapitalization received an aggregate of 913,271 Shares;
Growth II received an aggregate of 130,944 Shares in connection with
the transactions pursuant to the Recapitalization;
DLJCC received an aggregate of 13,327 Shares in connection with the
transactions pursuant to the Recapitalization;
ESC received an aggregate of 364 Shares in connection with the
transactions pursuant to the Recapitalization;
<PAGE> 25
DLJSC received an aggregate of 18,747 Shares in connection with the
transactions pursuant to the Recapitalization.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 to the Schedule 13D is hereby amended and supplemented by inserting
the following:
Effective December 31, 1995 the Company consummated the transactions
contemplated by the Recapitalization Agreement with all of its preferred
stockholders and warrant holders (collectively, the "Parties") for the primary
purpose of enhancing common stockholder value through reducing the complexity
of the Company's capital structure and eliminating a $5,736,650 preferred
dividend deduction from net income in calculating earnings per share beginning
in 1996 and thereafter. The principal provisions of the Recapitalization
affecting the Reporting Persons were:
(i) all of the outstanding shares of Series A, A-1 and BB Preferred Stock
were converted to Shares in accordance with the terms of the Company's
Certificate of Incorporation;
(ii) holders of Series C and D Preferred Stock waived future dividends
accruing after December 31, 1995;
(iii) accrued dividends on all five series of preferred stock were paid
through December 31, 1995 by issuing Shares at a price of $7 per share;
(iv) holders of Series A, A-1 and BB Preferred Stock were paid future
dividends for approximately the 9 months following the Recapitalization and
Holders of Series C and D Preferred Stock were paid future dividends for
approximately the 21 months following the Recapitalization by the Company
issuing them Shares at a price of $8 per share;
(v) the exercise price of the 1993 Warrants was temporarily reduced until
90 days after the Company's stockholders approve ("Stockholder Approval") an
amendment to the Company's Certificate of Incorporation with respect to the
Recapitalization (the "Proposed Amendment") from $9.00 to $7.00;
(vi) the exercise price of the 1992 Warrants was temporarily reduced
until 90 days after Stockholder Approval of the Proposed Amendment from $5.90
to $5.25;
(vii) waiver of all applicable anti-dilution adjustments in connection
with the issuance of Shares and warrant exercise price reductions pursuant to
the Recapitalization; and
(viii) the holders of all of the outstanding preferred stock of the
Company agreed to vote in favor of the Proposed Amendment, the effect of which
would be to:
(a) decrease the number of total shares authorized from 40,400,000
to 27,700,000 and eliminate the Series A, A-1 and BB Preferred Stock (all
of which was converted pursuant to the Recapitalization);
(b) eliminate the right of the holders of Series C and D Preferred
Stock to receive and/or accrue dividends except that holders of Series C
and D Preferred Stock will participate on an as converted basis in any
dividends declared on Shares;
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<PAGE> 26
(c) permit the Company to require conversion of all outstanding
shares of Series C and D Preferred Stock upon the completion of a public
offering of Shares for net proceeds of not less than $25,000,000 at a per
share offering price of at least $10; currently the per share offering
price required for a mandatory conversion is based upon a formula which
yields mandatory conversion prices well in excess of $10;
(d) eliminate required redemption of the Series C and D Preferred
Stock except on the redemption date, June 1, 2000;
(e) change the provisions for election of additional directors
following a "Default Event" as defined in the Company's Certificate of
Incorporation so that the Holders of Series C and D Preferred Stock will
have the right to elect 6 additional directors if the then existing board
of directors is eleven or less, and one additional director for each
director by which the entire board then exceeds eleven directors; and
(f) eliminate certain anti-dilution provisions regarding the
issuance of securities at less than the then applicable conversion price
with respect to the Series C and D Preferred Stock.
Because of the agreement of the Parties to the Recapitalization Agreement to
vote in favor of the Proposed Amendment, and assuming that all such Parties
perform their obligations thereunder, there should be sufficient votes without
any actions by an additional stockholders to approve the Proposed Amendment.
As a result of the Recapitalization and based upon information contained in the
Company's Schedule 8-K filed on January 4, 1996, the number of Shares
outstanding increased from 4,262,388 to 11,868,230. The Recapitalization
Agreement was previously filed as Exhibit 10.1 to the Schedule 8-K filed by the
Company on January 4, 1996, and is incorporated herein by reference in its
entirety. The Proposed Amendment was previously filed as Attachment II to the
Preliminary Proxy Statement filed on Schedule 14A by the Company on January 4,
1996, and is incorporated herein by reference in its entirety. Furthermore,
the response to Item 3 of this Amendment is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended and restated, in its
entirety, as of the date hereof, as follows:
DLJ II may be deemed to be the beneficial owner of the 34,606 Shares
directly owned by it and the 3,000 Shares issuable upon the conversion or
exercise of the 680 shares of Series C Preferred stock and warrants to purchase
1,640 Shares owned by it. Accordingly, DLJ II may be deemed to beneficially
own an aggregate of 37,606 Shares (the "DLJ II Shares"), or less than 1% of the
Shares outstanding. DLJ II has the sole power to dispose of the DLJ II Shares
directly owned by it and has given sole voting power with respect to such
Shares to the Trustee pursuant to the Champion Voting Trust Agreement.
Associates II, as the general partner of DLJ II, may be deemed, for the
purposes of Rule 13d-3 under the Act, to beneficially own indirectly the DLJ II
Shares, constituting less than 1% of the Shares outstanding.
Growth may be deemed to be the beneficial owner of the 714,631 Shares
directly owned by it and the 59,278 Shares issuable upon the conversion or
exercise of the 13,456 shares of Series C Preferred Stock and warrants to
purchase 32,366 Shares owned by it. Accordingly, Growth may be deemed to
beneficially own an aggregate of 773,909 Shares (the "Growth Shares"), or 4.5%
of the Shares outstanding. Growth has the sole power to dispose of the Growth
Shares directly owned by it and has given sole voting power with respect to
such Shares to the Trustee pursuant to the Champion Voting Trust Agreement.
-3-
<PAGE> 27
Associates, as the general partner of Growth, may be deemed, for the
purposes of Rule 13d-3 under the Act, to beneficially own indirectly the Growth
Shares, or 4.5% of the Shares outstanding.
Sprout VI may be deemed to be the beneficial owner of the 1,014,727 Shares
directly owned by it and the 155,384 Shares issuable upon the conversion or
exercise of the 19,480 shares of Series C Preferred Stock, 27,389 shares of
Series D Preferred Stock and warrants to purchase 61,646 Shares owned by it.
Accordingly, Sprout VI may be deemed to beneficially own an aggregate of
1,170,111 Shares (the "Sprout VI Shares"), or 6.8% of the Shares outstanding.
Sprout VI has the sole power to dispose of the Sprout VI Shares directly owned
by it and has given sole voting power with respect to such Shares to the
Trustee pursuant to the Champion Voting Trust Agreement.
Growth II may be deemed to be the beneficial owner of the 130,944 Shares
directly owned by it and the 504,708 Shares issuable upon the conversion or
exercise of 198,699 shares of Series D Preferred Stock and warrants to purchase
107,310 Shares owned by it. Accordingly, Growth II may be deemed to
beneficially own an aggregate of 635,652 Shares (the "Growth II Shares"), or
3.7% of the Shares outstanding. Growth II has the sole power to dispose of the
Growth II Shares directly owned by it and has given sole voting power with
respect to such Shares to the Trustee pursuant to the Champion Voting Trust
Agreement.
DLJCC may be deemed to be the beneficial owner of the 13,327 Shares
directly owned by it and the 51,366 Shares issuable upon the conversion or
exercise of 20,223 shares of Series D Preferred Stock and warrants to purchase
10,920 Shares owned by it, constituting less than 1% of the Shares outstanding.
DLJCC, because of its relationships with DLJ II and Associates II, and Growth
and Associates, and as the managing general partner of each Sprout VI and
Growth II, also may be deemed, for the purposes of Rule 13d-3 under the Act, to
beneficially own indirectly the DLJ II Shares, the Growth Shares, the Sprout VI
Shares and the Growth II Shares, for an aggregate of 2,681,971 Shares (the
"DLJCC Shares"), or approximately 15.5% of the Shares outstanding. DLJCC has
the sole power to dispose of the Shares directly owned by it and has given sole
voting power with respect to such Shares to the Trustee pursuant to the
Champion Voting Trust Agreement.
ESC may be deemed to be the beneficial owner of the 364 Shares directly
owned by it and the 1,605 Shares issuable upon the conversion or exercise of
633 shares of Series D Preferred Stock and warrants to purchase 339 Shares
owned by it. Accordingly, ESC may be deemed to beneficially own an aggregate
of 1,969 Shares (the "ESC Shares"), constituting less than 1% of the Shares
outstanding. ESC has the sole power to dispose of the ESC Shares directly
owned by it and has given sole voting power with respect to such Shares to the
Trustee pursuant to the Champion Voting Trust Agreement.
LBO, as the manager of ESC, may be deemed, for the purposes of Rule 13d-3
under the Act, to beneficially own indirectly the ESC Shares, constituting less
than 1% of the Shares outstanding.
DLJSC may be deemed to be the beneficially owner of the 18,747 Shares
directly owned by it and the 82,765 Shares issuable upon the conversion or
exercise of the 32,597 shares of Series D Preferred Stock and warrants to
purchase 17,571 Shares directly owned by it. Accordingly, DLJSC may be deemed
to beneficially own an aggregate of 101,512 Shares (the "DLJSC Shares"),
constituting less than 1% of the Shares outstanding. DLJSC has the sole power
to dispose of the DLJSC Shares directly owned by it and has given sole voting
power with respect to such Shares to the Trustee pursuant to the Champion
Voting Trust Agreement.
-4-
<PAGE> 28
As the sole stockholder of DLJCC and DLJSC, DLJ may be deemed, for the
purposes of Rule 13d-3 under the Act, to beneficially own indirectly the DLJCC
Shares and the DLJSC Shares. In addition, as the sole stockholder of the
direct parent of LBO, DLJ may be deemed for purposes of Rule 13d-3 under the
Act, to beneficially own indirectly the Shares that are beneficially owned
indirectly by LBO.
Because of Equitable's ownership of DLJ, Equitable may be deemed, for the
purposes of Rule 13d-3 under the Act, to beneficially own indirectly the DLJCC
Shares, the DLJSC Shares and the Shares attributed to LBO that may be deemed to
be beneficially owned indirectly by DLJ.
Because of AXA's ownership interest in Equitable, and the AXA Voting
Trustees' power to vote the Equitable shares placed in the AXA Voting Trust,
each of AXA and the AXA Voting Trustees may be deemed, for purposes of Rule
13d-3 under the Act, to beneficially own indirectly the Shares that Equitable
may be deemed to beneficially own. Because of the direct and indirect
ownership interest of AXA of Midi Participations, Finaxa and the Mutuelles AXA,
each of Midi Participations, Finaxa and the Mutuelles AXA may be deemed, for
purposes of Rule 13d-3 under the Act, to beneficially own indirectly the Shares
that AXA may be deemed to beneficially own. AXA, Midi Participations, Finaxa,
the Mutuelles AXA and the AXA Voting Trustees disclaim beneficial ownership of
any Shares.
The Reporting Persons, in the aggregate, may be deed to beneficially own
2,785,452 Shares, or approximately 16.1% of the Shares outstanding. The
percentage of Shares outstanding reported as beneficially owned by each
Reporting Person herein on the date hereof is based upon (a) the 11,849,491
Shares outstanding as of the close of business on January 4, 1996, (b) the
conversion of all outstanding shares of Company preferred stock into 5,211,428
Shares, as stated by the Company, which shares of preferred stock have voting
rights on all matters according to the number of Shares into which such
preferred shares are convertible, and (c) the Shares deemed to be beneficially
owned by each Reporting Person upon the exercise of warrants directly owned by
such person.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The responses to Items 3 and 4 of this Amendment are incorporated herein
by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are included as exhibits hereto:
1. 1995 Recapitalization Agreement dated as of December 31, 1995 among
the Company and the parties listed therein, filed with the
Commission as Exhibit 10.1 to the Company's Form 8-K dated January
4, 1996, is incorporated herein by reference.
2. Attachment II to the Company's Preliminary Proxy Statement on
Schedule 14A filed with the Commission on January 4, 1996,
containing the proposed Restated Certificate of Incorporation, is
incorporated herein by reference.
-5-
<PAGE> 29
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: January 18, 1996
DLJ VENTURE CAPITAL FUND II, L.P.
By: DLJ Fund Associates II
General Partner
By: /s/ CLAIRE M. POWER
-------------------
Claire M. Power
Attorney-in-fact
DLJ FUND ASSOCIATES II
By: /s/ CLAIRE M. POWER
-------------------
Claire M. Power
Attorney-in-fact
SPROUT GROWTH, L.P.
By: DLJ Fund Associates II
General Partner
By: /s/ CLAIRE M. POWER
-------------------
Claire M. Power
Attorney-in-fact
DLJ GROWTH ASSOCIATES
By: DLJ Capital Corporation
General Partner
By: /s/ CLAIRE M. POWER
-------------------
Claire M. Power
Assistant Secretary
-6-
<PAGE> 30
SPROUT CAPITAL VI, L.P.
By: DLJ Capital Corporation
General Partner
By: /s/ CLAIRE M. POWER
-------------------
Claire M. Power
Assistant Secretary
SPROUT GROWTH II, L.P.
By: DLJ Capital Corporation
General Partner
By: /s/ CLAIRE M. POWER
-------------------
Claire M. Power
Assistant Secretary
DLJ CAPITAL CORPORATION
By: /s/ CLAIRE M. POWER
-------------------
Claire M. Power
Assistant Secretary
DLJ FIRST ESC, L.L.C.
By: DLJ LBO Plans Management Corporation
Manager
By: /s/ CLAIRE M. POWER
-------------------
Claire M. Power
Assistant Secretary
DLJ LBO PLANS MANAGEMENT CORPORATION
By: /s/ CLAIRE M. POWER
-------------------
Claire M. Power
Assistant Secretary
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<PAGE> 31
DONALDSON, LUFKIN & JENRETTE SECURITIES
CORPORATION
By: /s/ CLAIRE M. POWER
-------------------
Claire M. Power
Vice President
DONALDSON, LUFKIN & JENRETTE, INC.
By: /s/ CLAIRE M. POWER
-------------------
Claire M. Power
Vice President
EQUITABLE COMPANIES INCORPORATED
By: /s/ JOANNE T. MARREN
-------------------------
Joanne T. Marren
Senior Vice President and
Deputy General Counsel
AXA
MIDI PARTICIPATIONS
FINAXA
AXA ASSURANCES I.A.R.D. MUTUELLE
AXA ASSURANCES VIE MUTUELLE
UNI EUROPE ASSURANCE MUTUELLE
ALPHA ASSURANCES VIE MUTUELLE
ALPHA ASSURANCES I.A.R.D. MUTUELLE
CLAUDE BeBeAR, as Voting Trustee
PATRICE GARNIER, as Voting Trustee
HENRI DE CLERMON-TONNERRE, as Voting Trustee
Signed on behalf of each of the above
By: /s/ JOANNE T. MARREN
---------------------
Joanne T. Marren
Attorney-in-fact
-8-
