<PAGE>
FORM 4 - September 30, 1998
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b). Estimated average burden
hours per response 0.5
1. Name and Address of Reporting Person*
Warburg, Pincus Ventures, L.P.
466 Lexington Avenue
New Yor, New York 10017
2. Issuer Name and Ticker or Trading Symbol
Coventry Corporation, CVTY
3. IRS or Social Security Number of Reporting (Voluntary)
4. Statement for Month/Year
April 1998
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
[x] Director
[_] Officer (give title below)
[x] 10% Owner
[x] Other (specify below)
Trustee
7. Individual or Joint/Group Filing (Check Applicable Line)
[_] Form filed by One Reporting Person
[x] Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
- ------------------------------- ---------- ----------- ----------------------------- ---------------- ------------ -----------------
1. Title of Security 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature
(Instr. 3) action action or Disposed of (D) Securities ship of In-
Date Code (Instr. 3, 4 and 5) Beneficially Form: direct
(Instr. 8) Owned at Direct Bene-
End of (D) or ficial
(Month/ Month Indirect Owner-
Day/ (Instr. 3 (I) ship
Year) and 4) (Instr. (Instr. 4)
4)
------- --- -------- --------- ----------
(A)
Code V Amount or Price
(D)
- ------------------------------- ---------- ------- --- -------- --------- ----------- --------------- ------------ -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Common Stock, par value $0.01 4/1/98 J(2) 778,000(3) D (2) 0 I(1) By Warburg,
per share Pincus Ventures,
L.P. and the
Voting Trust (1)
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly. Page 1 of 5 *If the form is filed by more than one
reporting person, see Instruction 4(b)(v). SEC 1474 (7-96)
Page 1 of 5
<PAGE>
FORM 4 (continued)
Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
1. Title of Derivative Security 2. Conver- 3. Trans- 4. Transac- 5. Number of Deriv-
(Instr. 3) sion or action tion Code ative Securities Ac-
Exercise Date (Instr. 8) quired (A) or Dis-
Price of (Month/ posed of (D)
Derivative Day/ (Instr. 3, 4, and 5)
Security Year)
------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Convertible Exchangeable Note $10.00 4/1/98 J(2) 3,749,400
Convertible Exchangeable Note .....................................................................................................
Warrants to Purchase Common Stock $10.625 4/1/98 None 1,343,822
Warrants to Purchase Common Stock $10.625 4/1/98 None 773,825
</TABLE>
<TABLE>
<CAPTION>
[CONTINUED FROM ABOVE]
6. Date Exer- 7. Title and Amount of Under- 8. Price 9. Number 10. Owner- 11.Na-
cisable and Ex- lying Securities of of Deriv- ship ture
piration Date (Instr. 3 and 4) Deriv- ative Form of In-
(Month/Day/Year) ative Secur- of De- direct
Secur- ities rivative Bene-
ity Bene- Secu- ficial
(Instr. ficially rity: Own-
5) Owned Direct ership
at (D) or (Instr.
End Indi- 4)
of rect (I)
Month (Instr. 4)
(Instr. 4)
- --------------------------------------------------------------------------
Expera-
Exer- tion Title Number of
cisable Date Shares
December 1, (2) I(1) By
2004 Warburg,
Pincus
Ventures,
L.P. and
Voting
Trust (1)
<S> <C> <C> <C> <C> <C> <C> <C>
June 30, 1997 June 30, Common Stock 1,343,822 (2) 0 By Warburg,
2004 Pincus
Ventures,
L.P. and
Voting
Trust (1)
May 9, 1997 May 9, Common Stock 773,825 (2) 0 I(1) By Warburg
2004 Pincus
Ventures,
L.P. and
Voting Trust
(1)
</TABLE>
Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If
space is insufficient, see Instruction 6 for procedure. SEC 1474 (7-96)
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB number.
Page 2 of 5
<PAGE>
Explanation of Responses:
________________________
(1) At two separate closings which took place 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 (the "Notes") of Coventry Corporation (the "Company") 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"). 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"). 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 (as
supplemented as of November 12, 1997, 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. Mr. Hackett
and Mr. Moorhead, directors of the Company, are general partners of WP and
members of EMW. As such, each of Mr. Hackett and Mr. Moorhead may be deemed
to have an indirect pecuniary interest (within Rule 16a-1 of the Exchange
Act) in an indeterminate portion of the Securities beneficially owned by
Ventures, EMW, WP and the Voting Trust. Each of Mr. Hackett and Mr. Moorhead
disclaims beneficial ownership of such securities except to the extent of
any indirect pecuniary interest therein. In addition, Mr. Hackett, Mr.
Ackerman and Mr. Leff are each Trustees under the Voting Trust. As such, Mr.
Hackett, Mr. Ackerman and Mr. Leff each may be deemed to have an indirect
pecuniary interest (within the meaning of Rule 16a-1 of the Exchange Act) in
an indeterminate portion of the Securities beneficially owned by Ventures,
EMW, WP and the Voting Trust. Mr. Hackett, Mr. Ackerman and Mr. Leff each
disclaim beneficial ownership of such Securities except to the extent of any
indirect pecuniary interest therein.
(2) Pursuant to the terms of a Capital Contribution and Share Exchange
Agreement entered into by and among Coventry Corporation (the "Company"),
Coventry Health Care, Inc. ("Coventry Health Care"), Principal Mutual Life
Insurance Company, Principal Holding Company and Principal Health Care,
Inc., on April 1, 1998 Coventry Merger Corporation, a corporation wholly
owned by Coventry Health Care ("Merger Sub"), was merged with and into the
Company, with the Company surviving the Merger (the "Merger"). As a result
of the Merger, each outstanding share of Common Stock of the Company was
converted into the right to receive one share of Common Stock of Coventry
Health Care and each outstanding Convertible Exchangeable Note and Warrant
was converted into a Convertible Exchangeable Note and Warrant,
respectively, of Coventry Health Care.
(3) Includes 5,000 shares of Common Stock owned individually and directly by
Patrick T. Hackett.
Page 3 of 5
<PAGE>
1. Name: Rodman W. Moorhead, III (Director)
Address: 466 Lexington Avenue
New York, New York 10017
2. Name: Patrick T. Hackett (Director and Trustee)
Address: 466 Lexington Avenue
New York, New York 10017
3. Name: Joel Ackerman (Trustee)
Address: 466 Lexington Avenue
New York, New York 10017
4. Name: Jonathan S. Leff (Trustee)
Address: 466 Lexington Avenue
New York, New York 10017
5. Name: Warburg, Pincus & Co. (General Partner)
Address: 466 Lexington Avenue
New York, New York 10017
6. Name: E.M. Warburg, Pincus & Co., LLC (Manager of WPV)
Address: 466 Lexington Avenue
New York, New York 10017
Designated Filer: Warburg, Pincus Ventures, L.P.
Issuer & Ticker Symbol: Coventry Corporation (CVTY)
Period Covered By Form: March 1998
Page 4 of 5
<PAGE>
WARBURG, PINCUS VENTURES, L.P.
By: Warburg, Pincus & Co., General Partner
By: /s/ Stephen Distler May 5, 1998
----------------------- -----------
Stephen Distler Date
Partner
WARBURG, PINCUS & CO.
By: /s/ Stephen Distler May 5, 1998
------------------------ -----------
Stephen Distler Date
Partner
E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler May 5, 1998
------------------------ -----------
Stephen Distler Date
Member
Director
/s/ Rodman W. Moorhead, III May 5, 1998
--------------------------- -----------
Rodman W. Moorhead, III Date
Trustee & Director
/s/ Patrick T. Hackett May 5, 1998
--------------------------- -----------
Patrick T. Hackett Date
Trustee
/s/ Joel Ackerman May 5, 1998
--------------------------- -----------
Joel Ackerman Date
Trustee
/s/ Jonathan S. Leff May 5, 1998
--------------------------- -----------
Jonathan S. Leff Date
Page of 5 of 5
