UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934
HEALTH MANAGEMENT, INC.
(Name of Issuer)
Common Stock, par value $.03 per share
(Title of Class of Securities)
42219B10
(CUSIP Number)
Robert W. Fine
Transworld HealthCare, Inc.
555 Madison Avenue, 30th Floor
New York, New York 10022
(212)750-0064
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 1, 1997
(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 the
statement: [ ]
CUSIP No. 42219B10
I. Name of Reporting Person Transworld
HealthCare, Inc.
S.S. or I.R.S. Identification No.
of Above Person (Intentionally
Omitted)
II. Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [X]
III. SEC Use Only
IV. Source of Funds BK
V. Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
VI. Citizenship or Place of Organization New York
VII. Sole Voting -0-
Power
Number of Shares VIII. Shared Voting -0-
Power
IX. Sole Dis- -0-
positive Power
X. Shared Dis- -0-
positive Power
XI. Aggregate Amount Beneficially
Owned By Each Reporting Person -0-
XII. Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
XIII. Percent of Class Represented by
Amount in Row (11) 0%
XIV. Type of Reporting Person CO
CUSIP No. 42219B10
I. Name of Reporting Person IMH Acquisition
Corp.*
S.S. or I.R.S. Identification No.
of Above Person (Intentionally
Omitted)
II. Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [X]
III. SEC Use Only
IV. Source of Funds BK
V. Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
VI. Citizenship or Place of Organization Delaware
VII. Sole Voting -0-
Power
Number of Shares VIII. Shared Voting -0-
Power
IX. Sole Dis- -0-
positive Power
X. Shared Dis- -0-
positive Power
XI. Aggregate Amount Beneficially
Owned By Each Reporting Person -0-
XII. Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
XIII. Percent of Class Represented by
Amount in Row (11) 0%
XIV. Type of Reporting Person CO
* As a result of the closing of the Merger, IMH Acquisition
Corp. has been merged with and into Health Management, Inc.
CUSIP No. 42219B10
I. Name of Reporting Person Hyperion
Partners II L.P.
S.S. or I.R.S. Identification No.
of Above Person (Intentionally
Omitted)
II. Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [X]
III. SEC Use Only
IV. Source of Funds BK,OO
V. Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
VI. Citizenship or Place of Organization Delaware
VII. Sole Voting -0-
Power
Number of Shares VIII. Shared Voting -0-
Power
IX. Sole Dis- -0-
positive Power
X. Shared Dis- -0-
positive Power
XI. Aggregate Amount Beneficially -0-
Owned By Each Reporting Person
XII. Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
XIII. Percent of Class Represented by
Amount in Row (11) 0%
XIV. Type of Reporting Person PN
CUSIP No. 42219B10
I. Name of Reporting Person Hyperion
Ventures II L.P.
S.S. or I.R.S. Identification No.
of Above Person (Intentionally
Omitted)
II. Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [X]
III. SEC Use Only
IV. Source of Funds OO
V. Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
VI. Citizenship or Place of Organization Delaware
VII. Sole Voting -0-
Power
Number of Shares VIII. Shared Voting -0-
Power
IX. Sole Dis- -0-
positive Power
X. Shared Dis- -0-
positive Power
XI. Aggregate Amount Beneficially -0-
Owned By Each Reporting Person
XII. Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
XIII. Percent of Class Represented by 0%
Amount in Row (11)
XIV. Type of Reporting Person PN
CUSIP No. 42219B10
I. Name of Reporting Person Hyperion
Funding II Corp.
S.S. or I.R.S. Identification No.
of Above Person (Intentionally
Omitted)
II. Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [X]
III. SEC Use Only
IV. Source of Funds OO
V. Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
VI. Citizenship or Place of Organization Delaware
VII. Sole Voting -0-
Power
Number of Shares VIII. Shared Voting -0-
Power
IX. Sole Dis- -0-
positive Power
X. Shared Dis- -0-
positive Power
XI. Aggregate Amount Beneficially -0-
Owned By Each Reporting Person
XII. Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
XIII. Percent of Class Represented by
Amount in Row (11) 0%
XIV. Type of Reporting Person CO
CUSIP No. 42219B10
I. Name of Reporting Person Lewis S. Ranieri
S.S. or I.R.S. Identification No.
of Above Person (Intentionally
Omitted)
II. Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [X]
III. SEC Use Only
IV. Source of Funds OO
V. Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
VI. Citizenship or Place of Organization United States of
America
VII. Sole Voting -0-
Power
Number of Shares VIII. Shared Voting -0-
Power
IX. Sole Dis- -0-
positive Power
X. Shared Dis- -0-
positive Power
XI. Aggregate Amount Beneficially -0-
Owned By Each Reporting Person
XII. Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
XIII. Percent of Class Represented by 0%
Amount in Row (11)
XIV. Type of Reporting Person IN
CUSIP No. 42219B10
I. Name of Reporting Person Scott A. Shay
S.S. or I.R.S. Identification No.
of Above Person (Intentionally
Omitted)
II. Check the Appropriate Box if a (a) [ ]
Member of a Group (b) [X]
III. SEC Use Only
IV. Source of Funds 00
V. Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) [ ]
VI. Citizenship or Place of Organization United States of
America
VII. Sole Voting -0-
Power
Number of Shares VIII. Shared Voting -0-
Power
IX. Sole Dis- -0-
positive Power
X. Shared Dis- -0-
positive Power
XI. Aggregate Amount Beneficially -0-
Owned By Each Reporting Person
XII. Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
XIII. Percent of Class Represented by 0%
Amount in Row (11)
XIV. Type of Reporting Person IN
Items 4, 6 and 7 of the Schedule 13D, dated November 13,
1996, as amended by Amendment No. 1, Amendment No. 2 and
Amendment No. 3 thereto (the "Schedule 13D") relating to the
Common Stock, par value $.03 per share, of Health Management,
Inc., are hereby amended by adding thereto the information and
exhibit described herein. Terms which are defined in such
Schedule 13D shall have their defined meanings herein, unless
otherwise defined herein.
Item 4. Purpose of Transaction
On October 1, 1997, the Issuer, Transworld and Newco closed
the Merger in accordance with the terms of the Merger Agreement,
as amended. Concurrently with the closing of the Merger, Health
Management, Inc., Transworld, Stadtlander Drug Distribution Co.,
Inc., a Delaware corporation, and Counsel closed the Assets
Purchase. For further information with respect to the closing of
the Assets Purchase, reference is made to the Press Release,
issued on October 1, 1997, by Transworld (which is filed as
Exhibit 1 hereto), which is incorporated by reference.
Item 6. Interest in Securities of the Issuer.
Each share of Common Stock of the Issuer was cancelled and
extinguished, and each of the one hundred (100) issued and
outstanding shares of common stock, par value $.01 per share, of
Newco was converted into one share of common stock, par value
$.03 per share.
Item 7. Materials to be filed as Exhibits
Exhibit 1 - Press Release, issued October 1, 1997, by Transworld
SIGNATURE
After reasonable inquiry and to the best of the
knowledge and belief of each of the undersigned, each of the
undersigned certifies that the information set forth in this
statement is true, complete, and correct.
TRANSWORLD HEALTHCARE, INC.
October 30, 1997 By /s/Robert W. Fine
Robert W. Fine
President
HYPERION PARTNERS II L.P.
By: Hyperion Ventures II L.P.,
its general partner
By: Hyperion Funding II Corp.,
its general partner
By /s/Scott A. Shay
Scott A. Shay
Executive Vice
President
HYPERION VENTURES II L.P.
By: Hyperion Funding II Corp.,
its general partner
By /S/Scott A. Shay
Scott A. Shay
Executive Vice President
HYPERION FUNDING II CORP.
By /s/Scott A. Shay
Scott A. Shay
Executive Vice President
/s/Lewis S. Ranieri
Lewis S. Ranieri
/s/Scott A. Shay
Scott A. Shay
IMH ACQUISITION CORP.
By /s/Robert W. Fine
Robert W. Fine
President
EXHIBIT 1
TRANSWORLD HEALTHCARE 555 Madison Avenue, 30th Floor
New York, New York 10022
(212) 750-0064
Fax: (212) 750-7221
For Further Information, Contact:
Wayne A. Palladino, Chief Financial Officer (914) 345-8880 OR
Susan J. Lewis, Public and Investor Relations (303) 804-0494
FOR IMMEDIATE RELEASE
October 1, 1997
TRANSWORLD HEALTHCARE, INC. COMPLETES HEALTH MANAGEMENT,
INC. MERGER; SIMULTANEOUSLY SELLS HEALTH MANAGEMENT, INC.
ASSETS TO COUNSEL CORPORATION
NEW YORK ... October 1, 1997 ... Transworld HealthCare,
Inc. (Nasdaq National Market: TWHH, TWHHW) announced today that
it has completed its previously announced merger with Health
Management, Inc. ("HMI" - Nasdaq Small Cap:HMIS), and HMI has
become a wholly owned subsidiary of Transworld. Under the terms
of the merger, HMI stockholders will be entitled to receive $0.30
in cash for each share of HMI Common Stock.
Concurrently with the close of the merger, Transworld also
completed the previously reported sale of substantially all the
assets of HMI to Counsel Corporation (TSE:CXS/NASDAQ:CXSNF). HMI
will be integrated into Counsel Corp.'s subsidiary, Stadtlander
Drug Co., Inc. Additional details of either transaction were not
disclosed.
The HMI merger and asset sale represent major steps taken
by Transworld to sell off its non-core business assets.
Transworld has been engaged in this restructuring process
throughout the second half of fiscal 1997.
Transworld HealthCare, Inc. is a regional provider of a
broad range of alternate site healthcare services and products.
It also operates a specialized mail order pharmacy and provides
medical supplies to patients nationwide. The Company's United
Kingdom-based subsidiary, Transworld HealthCare (UK) Limited,
with 70 locations, provides respiratory therapy, medical supplies
and nursing services throughout the UK.
Certain statements contained herein are forward-looking
statements that have been made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements involve known and unknown risks
and uncertainties which may cause the actual results in the
future periods or plans for future periods to differ materially
from those described herein as anticipated, believed or
estimated.
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