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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: December 31, 1997
Washington, D.C. 20549 Estimated average burden
hours per response.... 14.90
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 ) *
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Intensiva Healthcare Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45815Y105
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
* 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).
SEC 1745 (2-95)
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CUSIP No. 45815Y105 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHILIP GREER
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
2
(b) /x/
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SEC USE ONLY
3
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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SOLE VOTING POWER
5
-0-
NUMBER OF -------------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY 912,831
EACH -------------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
PERSON 7
WITH -0-
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SHARED DISPOSITIVE POWER
8
912,831
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
912,831
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10
X
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
9.17%
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TYPE OF REPORTING PERSON *
12
BD, IA
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Cusip No. 45815Y105 Page 3 of 5
Item 1(a). Name of Issuer: Intensiva Healthcare Corporation
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Item 1(b). Address of Issuer's Principal Executive Office:
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7733 Forsyth Blvd, 11th Flr.
St. Louis, MO 63105
Item 2(a). Name of Person Filing:
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Philip Greer, individually and on behalf of WPG Venture Partners
III, L.P. ("WPGVP"), the sole General Partner of Weiss, Peck &
Greer Venture Associates III, L.P. ("WPGVA") and WPG Enterprise
Fund II, L.P. ("Enterprise").
Item 2(b). Address of Principal Business Office, or if None, Residence:
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555 California Street, Suite 3130
San Francisco, CA 94104
Item 2(c). Citizenship:
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Weiss, Peck & Greer, L.L.C. ("WPG") is a limited liability
company, organized under the laws of the State of Delaware.
Philip Greer is a citizen of the United States.
Item 2(d). Title of Class of Securities: Common Stock
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Item 2(e). CUSIP Number: 45815Y105
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Item 3. If this statement is Filed Pursuant to Rules 13d-1(b) or
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13d-2(b), Check Whether the Person Filing is a:
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(a) ( X ) Broker or Dealer registered under Section 15 of
the Securities Exchange Act of 1934 (the "Act")
(b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19)
of the Act
(d) ( ) Investment Company registered under Section 8 of
the Investment Company Act of 1940
(e) ( X ) Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Sec. 240.13d-1(b)(1)(ii)(F)
(g) ( ) Parent Holding Company, in accordance with Sec.
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) ( ) Group, in accordance with paragraph 240.13d-1(b)
(1)(ii)(H)
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Cusip No. 45815Y105 Page 4 of 5
Item 4(a)-(c). Ownership:
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The following information concerning percentages of ownership of
outstanding shares of common stock is based on a total of
9,950,000 shares reported to be outstanding by Intensiva
Healthcare Corporation at September 30, 1997.
As of December 31, 1997, WPGVA and Enterprise owned of record
391,066 shares and 521,765 shares, respectively, of Intensiva
Healthcare Corporation common stock ("Common Stock"). The shares
owned by WPGVA and Enterprise may be deemed to be beneficially
owned, within the meaning of Rule 13d-3, by WPGVP. Mr. Greer, the
managing partner of WPGVP, may be deemed to be the beneficial
owner of all of the above described shares within the meaning of
Rule 13d-3.
Accordingly, by reason of the provisions of Rule 13d-3, as of
December 31, 1997, Philip Greer may be deemed to own beneficially
912,831 shares of Common Stock or approximately 9.17% of the
outstanding shares, with shared voting and investment power as to
all such shares. Mr. Greer disclaims, pursuant to Rule 13d-4,
beneficial ownership of the shares of Common Stock owned of
record by WPGVA and Enterprise, except to the extent of his
beneficial interest as a partner in WPGVP, or in WPG, a limited
partner in WPGVA and Enterprise.
This Schedule 13G is not being filed with respect to the share of
Intensiva Healthcare Corporation, which may be owned of record by
any general partner of WPGVP, other than Mr. Greer, since no such
partner possesses or shares voting or investment power with
respect to the shares. Each of such general partners disclaims
ownership, pursuant to Rule 13d-3, of the shares of Common Stock
owned by the various parties referred to in this Schedule 13G,
other than such shares as the respective general partner owns of
record, or may be deemed to own by reason of his interest as a
partner in the various partnerships described herein. Each of the
entities described herein as owning shares of Common Stock
disclaims, pursuant to Rule 13d-4, beneficial ownership of such
shares as are owned by the other entities described herein.
Item 5. Ownership of Five Percent or Less of a Class:
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Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
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Not applicable.
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Cusip No. 45815Y105 Page 5 of 5
Item 7. Identification and Classification of the Subsidiary Which
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Acquired the Security Being Reported on By the Parent Holding
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Company:
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Not applicable.
Item 8. Identification and Classification of Members of the Group:
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Not applicable.
Item 9. Notice of Dissolution of the Group:
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Not applicable.
Item 10. Certification:
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By signing below, Richard S. Pollack, General Counsel of WPG, certifies that, to
the best of his knowledge and belief, securities referred to above as being held
or owned beneficially by Philip Greer were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
SIGNATURE
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After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 9, 1998
WEISS, PECK & GREER, L.L.C.
By: /s/ Richard S. Pollack
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Richard S. Pollack
General Counsel
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Philip Greer, has
made, constituted and appointed, and by these presents does make, constitute and
appoint, Richard S. Pollack his true and lawful attorney-in-fact and agent, for
him and in his name, place and stead to execute, acknowledge, deliver and file
any and all filings required by Section 13 and Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, including, but not limited to, Schedules 13D and Schedules 13G,
hereby ratifying and confirming all that said attorney-in-fact and agent may do
or cause to be done by virtue hereof.
The validity of this Power of Attorney shall not be affected in any
manner by reason of the execution, at any time, of other powers of attorney by
the undersigned in favor of persons other than the attorney-in-fact named
herein.
WITNESS THE EXECUTION HEREOF this 9th day of February, 1998 by Philip
Greer.
/s/ Philip Greer
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Philip Greer
STATE OF NEW YORK )
COUNTY OF NEW YORK )
/s/ Michael E. Singer
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Notary Public
MICHAEL E. SINGER
Notary Public, State of New York
No. 02-ILLEGIBLE-10043204
Qualified in New York County
Commission Expires May 8, 1999
