UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 4
THE CARE GROUP, INC.
(Name of Issuer)
Common Stock
(Title Class of Securities)
141653105
(CUSIP Number)
John Pappajohn
2116 Financial Center
Des Moines, Iowa 50309
515-244-5746
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 21, 1997
(Date of Event which Requires Filing of this Statement)
Check the following box if a fee is being paid with this
statement: / /
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Pappajohn ###-##-####
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/ /
(6) CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REAPORTING
PERSON WITH:
(7) SOLE VOTING POWER
3,344,362
(8) SHARED VOTING POWER
0
(9) SOLE DISPOSITIVE POWER
3,344,362
(10) SHARED DISPOSITIVE POWER
0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,344,362
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
20.63%
(14) TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
The information contained herein is filed with respect to the
Common Stock, $.001 par value (the "Stock") of The Care Group,
Inc. by John Pappajohn (Pappajohn).
Item 1. Security and Issuer
The Class of securities to which this Statement relates is
the Common Stock, $.001 par value (the "Stock") and redeemable
Common Stock Purchase Warrants (the "Warrants") of The Care
Group, Inc., a Delaware Corporation (the "Company"), whose address
is 257 Park Avenue South, Floor 12A, New York, New York 10010.
The principal executive officers of The Care Group are:
Ann T. Mittasch Chairman of the Board of Directors
Randolf J. Mittasch Secretary and Director
Mike Moran President and Cheif Operating Officer
Pat H. Celli Chief Financial Officer, Treasurer
and Director
Item 2. Identity and Background
This Statement is being filed by John Pappajohn, whose
business address is 2116 Financial Center, Des Moines, Iowa,
50309. Mr. Pappajohn is the President of Equity Dynamics, Inc.,
a financial consulting firm, and sole owner of Pappajohn Capital
Resources, a venture capital firm, both located in Des Moines,
Iowa. Mr. Pappajohn is also a Director of TheCare Group.
During the last five years Mr. Pappajohn has not been
convicted in any criminal proceeding, excluding traffic violations
or similar misdemeanors. During the last five years Mr. Pappajohn
has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which
he 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.
Mr. Pappajohn is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
On January 21, 1998 Mr. Pappajohn was granted Warrants to
purchase 250,000 shares of Common Stock at an exercise price of
$0.50 per share in connection with the purchase of a $250,000
Promissory Note issued by The Care Group, Inc.
Item 4. Purpose of the Transaction
The Stock and Warrants were acquired for investment purposes
only.
(a) Mr. Pappajohn and his affiliates expect to hold the
Stock and Warrants for investment purposes and have no plans to
dispose of the Shares, Options or Warrants of The Care Group, Inc.
(b - j) Not Applicable.
Item 5. Interest in Securities of the Issuer
(a) Mr. Pappajohn and his affiliates own 1,330,000 shares of
Stock representing 8.21% of The Care Group's issued and
outstanding shares, 1,934,362 Warrants representing 11.93% and
80,000 Options representing 0.49%, based upon 16,211,415 shares
outstanding, assuming conversion of the filers Option and
Warrant shares, as of January 21, 1998.
(b) Mr. Pappajohn has sole power to vote or direct the vote
and sole power to dispose or direct the disposition of the
1,330,000 shares of Stock, 1,934,362 Warrants and 80,000 Options.
(c) No other transactions in the Stock were effected during
the past sixty (60) days by Mr. Pappajohn or his affiliates other
than those listed under Item 3
(d - e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of Issuer
Not applicable.
Item 7. Material to be Filed as Exhibits
Not applicable.
Item 8. Certification and Signature:
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: January 29, 1998
/s/ John Pappajohn
- -------------------
John Pappajohn
