UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
U.S. HOMECARE CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
911819 10 0
(CUSIP Number)
With a copy to:
Ellen B. Corenswet, Esq.
Mehdi Ali Brobeck Phleger & Harrison, LLP
69 Main Street 1633 Broadway
Ridgefield, Connecticut 06877 New York, New York 10019
(860) 278-7242 (212) 581-1600
- - ------------------------------ --------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 19, 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 /_/.
Check the following box if a fee is being paid with this statement /x/.
(Continued on following page(s))
Page 1 of 6 Pages
Exhibit Index Appears on Page 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mehdi Ali
- - --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) / /
(b) /x/
- - --------------------------------------------------------------------------------
3 SEC USE ONLY
- - --------------------------------------------------------------------------------
4 SOURCE OF FUNDS 00
- - --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS / /
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- - --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
- - --------------------------------------------------------------------------------
NUMBER 7 SOLE VOTING POWER 1,038,000 shares
OF --------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0 shares
OWNED --------------------------------------------------------------
BY
EACH 9 SOLE DISPOSITIVE POWER 1,038,000 shares
REPORTING --------------------------------------------------------------
PERSON
WITH 10 SHARED DISPOSITIVE POWER 0 shares
- - --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,038,000 shares
- - --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES
- - --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%
- - --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN
- - --------------------------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to an option (the
"Option") to purchase shares of Common Stock, $0.01 par value (the "Common
Stock"), of U.S. HomeCare Corporation, a New York corporation (the "Issuer"),
whose principal executive offices are located at 750 Main Street, 12th Floor,
Hartford, Connecticut 06130.
Item 2. Identity and Background.
This Statement is filed by Mehdi Ali (the "Reporting Person").
The following sets forth the Reporting Person's name, residence, and present
principal occupation.
Name: Mehdi Ali
Residence or Business 69 Main Street
Address: Ridgefield, Connecticut 06877
Present Principal
Occupation: Consultant
During the five years prior to the date hereof, the Reporting
Person (i) has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and (ii) has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction, as a
result of which such person 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.
Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration.
(a) On October 2, 1996 the Reporting Person entered into a
consulting agreement (the "Consulting Agreement") pursuant to which the
Reporting Person would receive an Option, on October 31, 1996, to purchase
1,038,000 shares of Common Stock at a purchase price of $0.15 per share. The
Option vested as to the right to purchase 346,000 shares of Common Stock on
September 23, 1996 and vested as to the remaining 692,000 shares of Common Stock
on February 19, 1997, upon satisfaction of certain financial performance
criteria as determined on that date by the Issuer's board of directors. The
Option has not been exercised in whole or in part.
The foregoing summary of certain provisions of the Consulting
Agreement and the Option is qualified in its entirety by
<PAGE>
reference to the complete text of the Consulting Agreement, set forth in Exhibit
A.
Item 4. Purpose of Transaction.
The Reporting Person acquired the securities of the Issuer as
compensation for consulting services to the Issuer.
Although the Reporting Person has not formulated any
definitive plans, he may from time to time acquire, or dispose of, Common Stock
and/or other securities of the Issuer if and when he deems it appropriate. The
Reporting Person may formulate other purposes, plans or proposals relating to
any of such securities of the Issuer to the extent deemed advisable in light of
market conditions, investment policies and other factors.
Except as indicated in this Schedule 13D, the Reporting Person
currently does not have plans or proposals that relate to or would result in any
of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 1,038,000 shares
of the Common Stock, or 9.5% of the outstanding shares of Common Stock of the
Issuer.
(b) The Reporting Person has sole power to vote and to
dispose of the 1,038,000 shares of Common Stock.
(c) No transactions were effected by the Reporting Person
during the past 60 days.
(d) & (e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer.
Inapplicable
Item 7. Material to be Filed as Exhibits.
Exhibit A: Consulting Agreement between Mehdi Ali and U.S.
HomeCare Corporation, dated October 2, 1996 (incorporated by
reference to Exhibit 10(a) of the Issuer's Quarterly Report on
Form 10-Q for the period ended September 30, 1996. Commission
File Number 0-19240).
<PAGE>
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.
Date: February 26, 1997
By: /s/Mehdi Ali
---------------
Name: Mehdi Ali
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially Numbered Page
- - ------- --------------------------
Exhibit A: Consulting Agreement Incorporated by reference to
between Mehdi Ali and U.S. Exhibit 10(a) of the Issuer's
HomeCare Corporation, dated Quarterly Report on Form 10-Q
October 2, 1996. for the period ended September
30, 1996. Commission File
Number 0-19240.
