UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
The Care Group, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class Securities)
141653105
(CUSIP Number)
Edgewater Private Equity Fund II, L.P.
Attn. Mr. James A. Gordon
666 Grand Avenue, Suite 200
Des Moines, IA 50309
(515)245-5666
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 14, 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 o.
Check the following box if a fee is being paid with the statement o. (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).
CUSIP No. :141653105
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Person
Edgewater Private Equity Fund II, L.P. 42-1446140
2) Check the Appropriate Box if a Member of a Group
2. a)
2. b)
3) SEC Use Only
4) Source of Funds: 00
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or (e) o
6) Citizenship or Place of Organization : United States
Number of 7) Sole Voting Power
Shares 1,919,808
Beneficially 8) Shared Voting Power
Owned by -0-
Each 9) Sole Dispositive Power
Reporting 1,919,808
Person 10) Shared Dispositive Power
With -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,919,808
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares o
13) Percent of Class Represented by Amount in Row 11
13.4%
14) Type of Reporting Person: PN
Item 1.Security and Issuer
This Amendment 2 Statement on Schedule 13D (the "Statement") relates to
the common stock, par value $.001 per share (the "Common Stock") of The
Care Group, Inc., an Delaware corporation (the "Company"). The principal
executive offices of the Company are located at One Hollow Lane, Lake
Success, New York 11042.
Item 2.Identity and Background
Item 2 a) Edgewater Private Equity Fund II, L.P., (the "Purchaser") is
a Delaware limited partnership.
Item 2 b) The partnership's principal business address is 666 Grand Avenue
- Suite 200, Des Moines, IA 50309.
Item 2 c) The partnership was formed for investment purposes.
Item 2 d) During the last five years neither the partnership, its general
partner, nor the officers of the general partner have been convicted in
a criminal proceeding.
Item 2 e) During the last five years neither the partnership, its general
partner, nor the officers of the general partner have 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.
Item 3. Source and Amount of funds or Other Consideration
On March 14, 1997 the Purchaser acquired 400,000 shares of Common Stock and
400,000 Common Stock Purchase Warrants in a privately negotiated transaction
from the Company for total consideration of $500,000.
The Purchaser acquired such shares of Common Stock with funds invested by
its general and limited partners for the purpose of acquiring equity
securities.
Item 4.Purpose of Transaction
The Purchaser has acquired the shares of Common Stock as an investment in
the Company. The Purchaser may acquire additional shares of Common Stock
of the Company from time to time in the open market, in privately negotiated
transactions or otherwise. The Purchaser may attempt to dispose of shares
of Common Stock in the open market, in privately negotiated transactions or
otherwise.
The Purchaser does not have any plans or proposals which relate to or would
result in:
Item 4 a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
Item 4 b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
Item 4 c) A sale or transfer of a material amount of assets of the issuer
or any of its subsidiaries;
Item 4 d) Any change in the present board of directors or management of
the issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
Item 4 e) Any material change in the present capitalization or dividend
policy of the issuer;
Item 4 f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any changes
in its investment policy for which a vote is required by section 13 of
the Investment Company Act of 1940;
Item 4 g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the issuer by any person;
Item 4 h) Causing a class of securities of the issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
Item 4 i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
Item 4 j) Any action similar to any of those enumerated above.
Item 5.Interest in Securities of the Issuer
Item 5 a) As of the date of this Statement, the Purchaser beneficially
owned an aggregate of 930,000 shares of Common Stock and 989,808 Common
Stock Purchase Warrants which are currently exercisable. Such shares
of Common Stock and Common Stock Purchase Warrants represent 13.4% of
the outstanding Common Stock of the Company, based upon 14,286,861 shares
of Common Stock outstanding as of March 14, 1997.
Item 5 b) The Purchaser has sole power to vote or direct the vote and
sole power to dispose or direct the disposition of 930,000 shares of
Common Stock and 989,808 Common Stock Purchase Warrants that are owned.
Item 5 c) The Purchaser has not had any other transaction with the Company
during the last sixty days.
Item 5 d) N/A
Item 5 e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationship with
Respect to Securities of the Issuer. None.
Item 7. Material to be Filed as Exhibits: None
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: March 23, 1997
/s/ James A. Gordon
- ----------------------
James A. Gordon
President of Gordon Management, Inc.
General Partner to Edgewater II Management, L.P.
which is the General Partner of
Edgewater Private Equity Fund II, LP
