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FORM 3 OMB APPROVAL
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OMB Number: 3235-0104
Expires: September 30, 1998
Estimated Average burden hours
per response ....0.5
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of
1934, Section 17(a) of the Public Utility Holding Company Act
of 1935 or Section 30(f) of the Investment Company Act of 1940
<TABLE>
<CAPTION>
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<S> <C> <C> <C>
1. Name and Address of Reporting Person* 2. Date of Event 4. Issuer Name and Ticker
Requiring Statement or Trading Symbol
(Month/Day/Year)
Warburg, Pincus Ventures, L.P. June 30, 1997 Coventry Corporation, CVTY
--------------------------------------- ------------------------ ---------------------------- ---------------------
(Last) (First) (Middle) 3. IRS or Social Security 5. Relationship of Reporting 6. If Amendment,
Number of Reporting Person(s) to Issuer Date of Original
Person (Voluntary) (Check all applicable) (Month/Day/Year)
[ ] Director [X] 10% Owner 7. Individual or Joint/
[ ] Officer [ ] Other (specify Group Filing (Check
(give below) Applicable Line)
title ___Form Filed by One
below) Reporting Person
_X_Form Filed by More
466 Lexington Avenue than One Reporting
- ---------------------------------- Person
(Street)
New York New York 10017
- -------------------------------------------------------------------- -------------------------------------------------------------
(City) (State) (Zip)
</TABLE>
<TABLE>
<CAPTION>
Table I -- Non-Derivative Securities Beneficially Owned
-------------------------------- -------------------------------- ---------------------- ----------------------------------------
<S> <C> <C> <C>
1.Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of Indirect Beneficial
(Instr. 4) Beneficially Owned Direct (D) or Ownership (Instr. 5)
(Instr. 4) Indirect (I)
(Instr. 5)
-------------------------------- -------------------------------- ---------------------- ----------------------------------------
-------------------------------- -------------------------------- ---------------------- ----------------------------------------
</TABLE>
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly. (Over)
(Print or Type Responses) SEC 1473 (7-96)
* If the form is filed by more than one reporting person, see
Instruction 5(b)(v).
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FORM 3 (continued)
<TABLE>
<CAPTION>
Table II -- Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
- ----------------------- ---------------------- ------------------------ -------------- ---------------- --------------
<S> <C> <C> <C> <C> <C>
1. Title of Derivative 2. Date Exercisable 3. Title and Amount of 4. Conversion 5. Ownership 6. Nature of
Security (Instr. 4) and Expiration Date Securities Underlying or Exercise Form of Indirect
(Month/Day/Year) Derivative Security of Price of Derivative Beneficial
(Instr. 4) Derivative Security: Ownership
Security Direct (D) (Instr.5)
or Indirect (I)
(Instr. 5)
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Date Expiration Title Amount or
Exercisable Date Number of
Shares
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Convertible Exchangeable June 30,
Notes 2004
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(exchange) (1) Series A 3,600,000 (4) D(2) By Warburg, Pincus
Preferred Ventures, L.P. and
Stock (if Voting Trust
approved
by Coventry's
shareholders)
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(conversion) June 30, Common Stock 3,600,000 (4) $10.00 D(2) By Warburg, Pincus
1997(3) Ventures, L.P. and
Voting Trust
--------------------- ------------- --------- ------------------------ -------------- ----------------- --------------
Warrrants to Purchase June 30, June 30, Common Stock 2,117,647 (5) $10.625 D(2) By Warburg, Pincus
Common Stock 1997 2004 Ventures, L.P. and
Voting Trust
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(6)
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</TABLE>
<PAGE>3
Explanation of Responses:
(1) The Convertible Exchangeable Note may be exchanged for Series A Preferred
Stock at any time at the option of Coventry Corporation (the "Company"),
provided, however, that the shareholders of the Company shall have approved
and adopted the terms of the Series A Preferred Stock.
(2) At two separate closings which occurred on May 9, 1997 and June 30, 1997,
respectively, Warburg, Pincus Ventures, L.P., a Delaware limited
partnership ("Ventures"), purchased 8.3% Convertible Exchangeable Senior
Subordinated Notes of the Company (the "Notes") in the aggregate principal
amount of $36,000,000 and Warrants ("Warrants") to purchase 2,117,647
shares of common stock of the Company, par value $.01 per share (the
"Common Stock") (the Notes and the Warrants are referred to herein
collectively as the "Securities"). Pursuant to a Voting Trust Agreement,
dated April 15, 1997, among Patrick T. Hackett, Joel Ackerman and Jonathan
S. Leff, as Trustees (collectively, the "Trustees"), and Ventures (the
"Voting Trust"), Ventures vested the power to vote all of the shares of
Common Stock and all of the shares of Series A Preferred Stock which
Ventures may acquire upon conversion, exchange or exercise of the
Securities irrevocably in the Voting Trust until April 15, 2007; provided,
however, that Ventures may terminate the Voting Trust upon written notice
to the Trustees if Ventures is deemed to own beneficially (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) less than ten percent (10%) of the then outstanding
shares of Common Stock. By reason of the provisions of Rule 16a-1 of the
Exchange Act, the Voting Trust and the Trustees may be deemed to be the
beneficial owner of the Securities held by Ventures, although the Voting
Trust and each of the Trustees disclaim beneficial ownership of such
Securities. Additionally, the sole general partner of Ventures is Warburg,
Pincus & Co., a New York general partnership ("WP"). Lionel I. Pincus is
the managing partner of WP and he may be deemed to control it. E.M.
Warburg, Pincus & Co., LLC, a New York limited liability company ("EMW"),
many of whose members are also general partners of WP, manages Ventures. WP
has a 15% interest in the profits of Ventures as the general partner and
also owns approximately 1.2% of the limited partnership interests in
Ventures. By reason of the provisions of Rule 16a-1 of the Exchange Act, WP
and EMW may be deemed to be the beneficial owner of the Securities held by
Ventures, although both WP and EMW disclaim beneficial ownership of such
Securities except to the extent of any indirect pecuniary interest therein.
(3) If the Convertible Exchangeable Note is not exchanged for Series A
Preferred Stock, it may be converted into shares of Common Stock at any
time at the option of the holder, Ventures.
(4) The number of shares of Series A Preferred Stock into which the Note may be
exchanged and the number of shares of Common Stock into which the Note may
be converted are both subject to standard anti-dilution provisions and
subject to adjustment in the event that interest is paid in-kind on the
Note.
(5) The number of shares of Common Stock for which the warrants are exercisable
is subject to standard anti-dilution provisions.
(6) The Securities were issued pursuant to an Amended and Restated Securities
Purchase Agreement, dated as of April 2, 1997, by and among the Company,
Ventures and Franklin Capital Associates III L.P. (the "Purchase
Agreement").
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JOINT FILER INFORMATION
1. Name: Joel Ackerman (Trustee)
Address: 466 Lexington Avenue
New York, New York 10017
2. Name: Jonathan S. Leff (Trustee)
Address: 466 Lexington Avenue
New York, New York 10017
3. Name: Warburg, Pincus & Co. (General Partner)
Address: 466 Lexington Avenue
New York, New York 10017
4. Name: E.M. Warburg, Pincus & Co., LLC (Manager of WPV)
Address: 466 Lexington Avenue
New York, New York 10017
* Note that the third Trustee under the Voting Trust, Patrick T. Hackett,
has reported separately on Form 4 in connection with the purchase of the Notes
and the Warrants under the Purchase Agreement.
Designated Filer: Warburg, Pincus Ventures, L.P.
Issuer & Ticker Symbol: Coventry Corporation (CVTY)
Period Covered By Form: June, 1997
<PAGE>5
WARBURG, PINCUS VENTURES, L.P.
By: Warburg, Pincus & Co., General Partner
By: /s/ Stephen Distler July 8, 1997
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Stephen Distler
Partner
WARBURG, PINCUS & CO.
By: /s/ Stephen Distler July 8, 1997
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Stephen Distler
Partner
E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler July 8, 1997
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Stephen Distler
Member
Trustee
/s/ Joel Ackerman July 8, 1997
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Joel Ackerman
Trustee
/s/ Jonathan S. Leff July 8, 1997
--------------------
Jonathan S. Leff
SEC 1473 (7-96)
