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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
October 8, 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 [ ].
(Continued on following page(s))
Page 1 of 5 Pages
Exhibit Index Appears on Page 5
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CUSIP No. 911819 10 0 Page 2 of 5 Pages
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 Inapplicable
- --------------------------------------------------------------------------------
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 0 shares
OF -----------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0 shares
OWNED -----------------------------------------------------
BY
EACH 9 SOLE DISPOSITIVE POWER 0 shares
REPORTING -----------------------------------------------------
PERSON
WITH 10 SHARED DISPOSITIVE POWER 0 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 0 shares
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON IN
- --------------------------------------------------------------------------------
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CUSIP No. 911819 10 0 Page 3 of 5 Pages
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the 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 Two
Hartford Square West, Hartford, Connecticut 06106.
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: Business
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) Inapplicable.
Item 4. Purpose of Transaction.
The Reporting Person disposed of all the shares of Common
Stock owned by the Reporting Person on October 8, 1997.
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.
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CUSIP No. 911819 10 0 Page 4 of 5 Pages
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 no shares of the
Common Stock.
(b) Inapplicable.
(c) On October 6, 1997 the Reporting Person exercised options
to purchase 1,038,000 shares of Common Stock at an exercise price of $0.15 per
share (the "Options"). Pursuant to a net issue exercise of the Options the
Reporting Person was issued 931,991 shares of Common Stock on October 6, 1997.
On October 8, 1997 the Reporting Person sold 1,065,491 shares of Common Stock,
including 133,500 shares of Common stock previously held by the Reporting
Person, at a sale price of $1.14 per share in a private transaction.
(d) Inapplicable.
(e) October 8, 1997.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Inapplicable
Item 7. Material to be Filed as Exhibits.
Inapplicable.
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CUSIP No. 911819 10 0 Page 5 of 5 Pages
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: October 28, 1997
By: /s/ Mehdi Ali
-----------------------------
Name: Mehdi Ali
