HORIZON HEALTH CORP
SC 13G, 2000-04-11
HOSPITALS
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                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                SCHEDULE 13G

                 Under the Securities Exchange Act of 1934

                          (Amendment No.________ )*

                             Horizon Health Corp.
________________________________________________________________________________
                              (Name of Issuer)

                    Common Stock, Par Value $.01 per share
- --------------------------------------------------------------------------------
                       (Title of Class of Securities)

                                44041Y104
                     ----------------------------------
                              (CUSIP Number)

                              March 31, 2000
- --------------------------------------------------------------------------------
               (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

     /X/ Rule 13d-1(b)

     / / Rule 13d-1(c)

     / / Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

The information required in 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 (however,
see the Notes).

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.

                             Page 1 of 6 pages
<PAGE>

CUSIP No. 44041Y104

- -------------------------------------------------------------------------------
 1. Names of Reporting Persons.     Paul J. Schupf Associates
    I.R.S. Identification Nos. of above persons (entities only).    ###-##-####
- -------------------------------------------------------------------------------
 2. Check the Appropriate Box if a Member of a Group (See Instructions)

   (a)
      -------------------------------------------------------------------------
   (b)
      -------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 3. SEC Use Only

- -------------------------------------------------------------------------------
 4. Citizenship or Place of Organization                                    USA
- -------------------------------------------------------------------------------
 Number of Shares             5. Sole Voting Power                 410,800
 Beneficially                --------------------------------------------------
 Owned by                     6. Shared Voting Power                     0
 Each Reporting              --------------------------------------------------
 Person With:                 7. Sole Dispositive Power            410,800
                             --------------------------------------------------
                              8. Shared Dispositive Power                0
- -------------------------------------------------------------------------------
 9. Aggregate Amount Beneficially Owned by Each Reporting Person   410,800

10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
    (See Instructions)

11. Percent of Class Represented by Amount in Row (11)                6.6%

- -------------------------------------------------------------------------------
12. Type of Reporting Person (See Instructions)                         IA
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
                             Page 2 of 6 pages
<PAGE>

                        INSTRUCTIONS FOR SCHEDULE 13G

INSTRUCTIONS FOR COVER PAGE

(1)  NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS -- Furnish
     the full legal name of each person for whom the report is filed -- i.e.,
     each person required to sign the schedule itself -- including each
     member of a group. Do not include the name of a person required to be
     identified in the report but who is not a reporting person. Reporting
     persons that are entities are also requested to furnish their I.R.S.
     identification numbers, although disclosure of such numbers is
     voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH
     SCHEDULE 13G" below).

(2)  If any of the shares beneficially owned by a reporting person are held
     as a member of a group and that membership is expressly affirmed, please
     check row 2(a). If the reporting person disclaims membership in a group
     or describes a relationship with other persons but does not affirm the
     existence of a group, please check row 2(b) [unless it is a joint filing
     pursuant to Rule 13d-1(k)(I) in which case it may not be necessary to
     check row 2(b)].

(3)  The third row is for SEC internal use; please leave blank.

(4)  CITIZENSHIP OR PLACE OF ORGANIZATION -- Furnish citizenship if the
     named reporting person is a natural person. Otherwise, furnish place of
     organization.

(5)-(9),(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON,
     ETC. -- Rows (5) through (9) inclusive, and (11) are to be completed in
     accordance with provisions of Item 4 of Schedule 13G. All percentages are
     to be rounded off to the nearest tenth (one place after decimal point).

(10) Check if the aggregate amount reported as beneficially owned in row (9)
     does not include shares as to which beneficial ownership is disclaimed
     pursuant to Rule 13d-4 (17 CFR 240.13d-4)

(12) TYPE OF REPORTING PERSON -- Please classify each "reporting person"
     according to the following breakdown (see Item 3 of Schedule 13G) and
     place the appropriate symbol on the form:

               CATEGORY                             SYMBOL

           Broker Dealer                               BD
           Bank                                        BK
           Insurance Company                           IC
           Investment Company                          IV
           Investment Adviser                          IA
           Employee Benefit Plan, Pension Fund,
             or Endowment Fund                         EP
           Parent Holding Company/Control Person       HC
           Savings Association                         SA
           Church Plan                                 CP
           Corporation                                 CO
           Partnership                                 PN
           Individual                                  IN
           Other                                       OO

NOTES:
    Attach as many copies of the second part of the cover page as are needed,
one reporting person per page.

    Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may only
be used where the cover page item or items provide all the disclosure
required by the schedule item. Moreover, such a use of a cover page item
will result in the item becoming a part of the schedule and accordingly being
considered as "filed" for purposes of Section 18 of the Securities Exchange
Act or otherwise subject to the liabilities of that section of the Act.

    Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed
in the Commission's regulations and meet existing Securities Exchange Act
rules as to such matters as clarity and size (Securities Exchange Act Rule
12b-12).

            SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

    Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, the Commission is authorized
to solicit the information required to be supplied by this schedule by
certain security holders of certain issuers.

                             Page 3 of 6 pages
<PAGE>

    Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is voluntary.
The information will be used for the primary purpose of determining and
disclosing the holdings of certain beneficial owners of certain equity
securities. This statement will be made a matter of public record. Therefore,
any information given will be available for inspection by any member of the
public.

    Because of the public nature of the information, the Commission can use
it for a variety of purposes, included referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities
laws or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore, in promptly processing
statements of beneficial ownership of securities.

     Failure to disclose the information requested by this schedule, except
for I.R.S. identification numbers, may result in civil or criminal action
against the persons involved for violation of the Federal securities laws and
rules promulgated thereunder.


                       GENERAL INSTRUCTIONS

A.  Statements filed pursuant to Rule 13d-1(b) containing the information
    required by this schedule shall be filed not later than February 14
    following the calendar year covered by the statement or within the time
    specified in Rules 13d-1(b)(2) and 13d-2(c). Statements filed pursuant
    to Rule 13d-1(c) shall be filed within the time specified in Rules
    13d-1(c), 13d-2(b) and 13d-2(d). Statements filed pursuant to Rule
    13d-1(d) shall be filed not later than February 14 following the
    calendar year covered by the statements pursuant to Rules 13d-1(d) and
    13d-2(b).

B.  Information contained in a form which is required to be filed by rules
    under section 13(f)(15 U.S.C. 78m(f)) for the same calendar year as that
    covered by a statement on this schedule may be incorporated by reference
    in response to any of the items of this schedule. If such information is
    incorporated by reference in this schedule, copies of the relevant pages
    of such form shall be filed as an exhibit to this schedule

C.  The item numbers and captions of the items shall be included but the text
    of the items is to be omitted. The answers to the items shall be so
    prepared as to indicate clearly the coverage of the items without
    referring to the text of the items. Answer every item. If an item is
    inapplicable or the answer is in the negative, so state.

ITEM 1.

    (a)   Name of Issuer                  Horizon Health Corp.

    (b)   Address of Issuer's Principal
            Executive Offices             1500 Waters Ridge Drive
                                          Lewisville, TX 75057-6011

ITEM 2.

    (a)   Name of Person Filing           Paul J. Schupf Associates

    (b)   Address of Principal Business Office
            or, if none, Residence        P.O. Box 179-27 Payne Street
                                          Hamilton, NY 13346

    (c)   Citizenship                     USA

    (d)   Title of Class of Securities    Common Stock, Par Value $.01 per share

    (e)   CUSIP Number                    44041Y104

ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
         240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

    (a) / / Broker or dealer registered under section 15 of the Act
            (15 U.S.C. 78o).

    (b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

    (c) / / Insurance company as defined in section 3(a)(19) of the Act
            (15 U.S.C. 78c).

    (d) / / Investment company registered under section 8 of the Investment
            Company Act of 1940 (15 U.S.C. 80a-8).

    (e) /X/ An investment adviser in accordance with section
            240.13d-1(b)(1)(ii)(E).

    (f) / / An employee benefit plan or endowment fund in accordance with
            section 240.13d-1(b)(1)(ii)(F).

    (g) / / A parent holding company or control person in accordance with
            section 240.13d-1(b)(1)(ii)(G).

    (h) / / A savings association as defined in section 3(b) of the Federal
            Deposit Insurance Act (12 U.S.C. 1813).

    (i) / / A church plan that is excluded from the definition of an investment
            company under section 3(c)(14) of the Investment Company Act of 1940
            (15 U.S.C. 80a-3).

                             Page 4 of 6 pages
<PAGE>

    (j) / / Group, in accordance with section 240.13d-1(b)(1)(ii)(J).

ITEM 4.  OWNERSHIP

    Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

    (a) Amount beneficially owned:                                   410,800

    (b) Percent of class:                                               6.6%

    (c) Number of shares as to which the person has:

          (i) Sole power to vote or to direct the vote               410,800

         (ii) Shared power to vote or to direct the vote                  --

        (iii) Sole power to dispose or to direct the disposition of  410,800

         (iv) Shared power to dispose or to direct the disposition of     --


    INSTRUCTION.  For computations regarding securities which represent a
    right to acquire an underlying security. SEE Sections 240.13d-3(d)(1).


ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

    If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following.  / /


   INSTRUCTION.  Dissolution of a group requires a response to this item.


ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

    If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class,
such person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1934 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not
required.


ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
         THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

    If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a
parent holding company has filed this schedule pursuant to Rule 13d-1(c) or
Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.


ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

    If a group has filed this schedule pursuant to section
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group.
If a group has filed this schedule pursuant to section 240.13d-1(c) or
section 240.13d-1(d), attach an exhibit stating the identity of each member
of the group.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

    Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item 5.

ITEM 10. CERTIFICATION

    (a)  The following certification shall be included if the statement is filed
pursuant to section 240.13d-1(b):

                             Page 5 of 6 pages
<PAGE>

               By signing below I certify that, to the best of my knowledge and
               belief, the securities referred to above were acquired and are
               held in the ordinary course of business and were not acquired
               and are not held for the purpose of or with the effect of
               changing or influencing the control of the issuer of the
               securities and were not acquired and are not held in connection
               with or as a participant in any transaction having that purpose
               or effect.

    (b)  The following certification shall be included if the statement is filed
pursuant to section 240.13d-1(c):

               By signing below I certify that, to the best of my knowledge and
               belief, the securities referred to above were not acquired and
               are not held for the purpose of or with the effect of changing or
               influencing the control of the issuer of the securities and were
               not acquired and are not held in connection with or as a
               participant in any transaction having that purpose or effect.

                                  SIGNATURE

    After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
                                                        4/6/00
                                       ----------------------------------------
                                                         Date

                                                    Paul J. Schupf
                                       ----------------------------------------
                                                      Signature

                                              Paul J. Schupf -- President
                                       ----------------------------------------
                                                      Name/Title

    The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative there than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed
with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE section 240.13d-7
for other parties for whom copies are to be sent.


           ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
          CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)

                             Page 6 of 6 pages


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