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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
NovaCare, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
669930 10 9
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(CUSIP Number)
Andrew J. Beck, Esq., Haythe & Curley, 237 Park Avenue, NY, NY 10017,
(212) 880-6000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 9, 1996
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(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 / /. (A fee
is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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
disclosures provided in a prior cover page.
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 (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 669930 10 9 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John H. Foster
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 4,484,755
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 859,200
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
4,484,755
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10 SHARED DISPOSITIVE POWER
859,200
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,343,955
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP NO. 669930 10 9 Page 3 of 7 Pages
Item 1. Security and Issuer.
This statement relates to the common stock, $.01 par value
(the "NovaCare Common Stock"), of NovaCare, Inc., a Delaware corporation (the
"Issuer"). The Issuer's principal executive offices are located at 1018 West
Ninth Avenue, King of Prussia, Pennsylvania 19406.
Item 2. Identity and Background.
(a) This statement is filed by John H. Foster.
(b) The business address of Mr. Foster is NovaCare, Inc.,
1018 West Ninth Avenue, King of Prussia, Pennsylvania 19406.
(c) Mr. Foster's present principal occupation is Chairman
and Chief Executive Officer of the Issuer.
(d) Mr. Foster has not, during the last five years, been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Foster has not, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which Mr. Foster has been subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Mr. Foster is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On October 20, 1993, the Issuer, NovaCare Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of the Issuer ("Merger
Sub"), and RehabClinics, Inc., a Delaware corporation ("RCI"), entered into an
Agreement and Plan of Merger (the "Merger Agreement") providing for the
acquisition of RCI by the Issuer through the merger (the "Merger") of Merger
Sub into RCI. The Merger was consummated and became effective at the close of
business on February 4, 1994. Pursuant to the terms of the Merger Agreement,
upon consummation of the Merger each share of common stock, $.01 par value
("RCI Common Stock"), of RCI was
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CUSIP NO. 669930 10 9 Page 4 of 7 Pages
converted into the right to receive 1.6 shares of NovaCare Common Stock.
Immediately prior to the Merger, FC Partners, a general
partnership of which Mr. Foster is a general partner, owned 170,666 shares of
RCI Common Stock, BDC-III Partners, a general partnership of which Mr. Foster
is a general partner, owned 516,787 shares of RCI Common Stock and Investment
Partners Limited Partnership, a general partnership of which Mr. Foster is a
general partner, owned 37,000 shares of RCI Common Stock. Effective at the
Merger, such shares were converted into NovaCare Common Stock and FC Partners,
BDC-III Partners and Investment Partners Limited Partnership received 273,065,
826,859 and 59,200 shares of NovaCare Common Stock, respectively. Immediately
subsequent to the Merger, FC Partners and BDC-III Partners distributed (the
"Distribution") the shares held in their name to their respective general
partners. In the Distribution, Mr. Foster received 565,904 shares of NovaCare
Common Stock.
Prior to the Merger, Business Development Capital Limited
Partnership-II, Business Development Capital Limited Partnership-III, Abbingdon
Venture Partners Limited Partnership and Abbingdon Venture Partners Limited
Partnership-II owned, in the aggregate, warrants to purchase 500,000 shares of
RCI Common Stock, which, upon consummation of the Merger, were converted into
the right to purchase 800,000 shares of NovaCare Common Stock.
Item 4. Purpose of Transaction.
The shares of NovaCare Common Stock beneficially owned by Mr.
Foster were acquired for investment purposes.
Mr. Foster may acquire additional shares of NovaCare Common
Stock from time to time through exercise of options or warrants granted to him
by the Issuer, through employee stock plans or in open market or privately
negotiated transactions depending on his evaluation of the Issuer's business,
prospects and financial condition, the market for the NovaCare Common Stock,
other available investment opportunities, general economic conditions, stock
market conditions and other relevant factors.
Other than as described above, Mr. Foster does not have any
present plans or proposals relating to, or which would result in, any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
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CUSIP NO. 669930 10 9 Page 5 of 7 Pages
Item 5. Interest in Securities of the Issuer.
(a) As of February 9, 1996, Mr. Foster owned
beneficially 5,343,955 shares of NovaCare Common Stock. The shares owned by
Mr. Foster represent approximately 8.3% of the NovaCare Common Stock.
(b) Mr. Foster has the sole power to vote or direct
the voting of and dispose of or to direct the disposition of 4,484,755 shares
of which 2,090,000 of such shares are issuable pursuant to presently
exercisable options held by Mr. Foster. Mr. Foster shares the power to vote or
to direct the voting of and to dispose of or to direct the disposition of the
following shares:
(i) 43,157 shares issuable upon the exercise of
warrants owned by Business Development Capital Limited
Partnership-II, a limited partnership of which Mr. Foster and
FC Partners, a general partnership of which Mr. Foster is a
partner, are general partners;
(ii) 223,069 shares issuable upon the exercise
of warrants owned by Business Development Capital Limited
Partnership-III, a limited partnership of which BDC-III
Partners, a general partnership of which Mr. Foster is a
partner, is general partner;
(iii) 233,202 shares issuable upon the exercise of
warrants owned by Abbingdon Venture Partners Limited
Partnership, a limited partnership of which BDC-III Partners
is general partner;
(iv) 300,572 shares issuable upon the exercise of
warrants owned by Abbingdon Venture Partners Limited
Partnership-II, a limited partnership of which Abbingdon-II
Partners, a general partnership of which Mr. Foster is a
partner, is general partner; and
(v) 59,200 shares owned by Investment Partners
Limited Partnership, a limited partnership of which Mr.
Foster is a general partner.
Business Development Capital Limited Partnership-II is
organized under the laws of the State of Connecticut. Business Development
Capital Limited Partnership-III is organized under the laws of the Commonwealth
of Massachusetts. Abbingdon Venture Partners Limited Partnership is organized
under the laws of the State of Connecticut. Abbingdon Venture Partners Limited
Partnership-II is organized under the Laws of the State of
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CUSIP NO. 669930 10 9 Page 6 of 7 Pages
Delaware. Investment Partners Limited Partnership is organized under the laws
of the State of Delaware. Each of the above limited partnerships is an
investment partnership. The address of the principal business office of each
of the above limited partnerships is c/o Foster Management Company, 1016 West
Ninth Avenue, King of Prussia, Pennsylvania 19406. During the last five years,
none of such limited partnerships have been convicted in any criminal
proceeding nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
(c) During the past 60 days, Mr. Foster has not
effected any transactions in the NovaCare Common Stock.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Foster and any other person with
respect to any securities of the Issuer, including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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CUSIP NO. 669930 10 9 Page 7 of 7 Pages
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.
Dated: February 9, 1996
/s/ Andrew J. Beck
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Andrew J. Beck
Attorney-in-fact for
John H. Foster
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POWER OF ATTORNEY
To Execute Forms, Schedules, Reports and Other Documents
Pursuant to Sections 13 and 16 of the
Securities Exchange Act of 1934, as Amended,
by and on Behalf of
JOHN H. FOSTER
Know all by these presents, that I, John H. Foster, hereby
constitute and appoint each of Andrew J. Beck and Robert A. Ouimette,
severally, my true and lawful attorney-in-fact to:
(1) execute for me and on my behalf any and all forms,
schedules, reports and other documents relating to my direct or indirect
ownership of securities that are required to be filed with the Securities and
Exchange Commission pursuant to Sections 13 and 16 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder
by the Securities and Exchange Commission;
(2) do and perform any and all acts for me and on my
behalf which I myself could do, if I were personally present, which may be
necessary or desirable to complete the execution of such forms, schedules,
reports and other documents and the timely filing thereof; and
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such attorney-in-fact,
may be necessary, it being understood that the documents executed by such
attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact
may approve in his discretion.
This Power of Attorney shall not be affected by the subsequent
disability or incompetence of the principal.
To induce any third party to act hereunder, I hereby agree
that any third party receiving a duly executed copy or facsimile of this
instrument may act hereunder, and that revocation or termination hereof shall
be ineffective as to such third party unless and until actual notice or
knowledge of such revocation or termination shall have been received by such
third party, and I for myself and for my heirs, executors, legal
representatives and assigns, hereby agree to indemnify and hold harmless any
such third party from and against any and all claims
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2
that may arise against such third party by reason of such third party having
relied on the provisions of this instrument.
IN WITNESS WHEREOF, I have hereunto signed my name
as of this 12th day of February, 1993.
/s/ JOHN H. FOSTER
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John H. Foster
COMMONWEALTH OF PENNSYLVANIA
ss.:
COUNTY OF MONTGOMERY
On the 15th day of February, 1993 before me personally came
John H. Foster to me known, and known to me to be the individual described in,
and who executed the foregoing instrument, and he acknowledged to me that he
executed the same.
/s/ ERMA R. KOSLO
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Notary Public
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NOTARIAL SEAL
ERMA R KOSLO. Notary Public
West Norriton, Montgomery Co.
My Commission Expires Nov. 28. 1994
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