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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
U.S. Homecare Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
911819 10 0
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(CUSIP Number)
June 22, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed: |_| Rule 13d-1(b) |X| Rule 13d-(c) |_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 9
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SCHEDULE 13G
CUSIP No. 911819 10 0
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John W. Gildea
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. |_|
b. |X|
3 SEC Use Only
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
Number of 1,735,819
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,735,819
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,735,819
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
/ /
11 Percent of Class Represented By Amount in Row 9
14.1%
12 Type of Reporting Person (See Instructions)
IN
Page 2 of 9
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SCHEDULE 13G
CUSIP No. 911819 10 0
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Network Fund III, Ltd.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. / /
b. /X/
3 SEC Use Only
4 Citizenship or Place of Organization
Cayman Islands
5 Sole Voting Power
Number of 1,615,819
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,615,819
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,615,819
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
/ /
11 Percent of Class Represented By Amount in Row 9
13.1%
12 Type of Reporting Person (See Instructions)
CO
Page 3 of 9
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SCHEDULE 13G
CUSIP No. 911819 10 0
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Network IV LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. / /
b. /X/
3 SEC Use Only
4 Citizenship or Place of Organization
Cayman Islands
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|_|
11 Percent of Class Represented By Amount in Row 9
00%
12 Type of Reporting Person (See Instructions)
CO
Page 4 of 9
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Item 1.
(a) Name of Issuer
U.S. Homecare Corporation
(b) Address of Issuer's Principal Executive Offices
Two Hartford Square West, Suite 300
Hartford, Connecticut 06106
Item 2.
(a) Name of Persons Filing
John W. Gildea
Network Fund III, Ltd.
Network IV LLC (See note to Item 2(a))
Note to Item 2(a): In February 1998, Network IV LLC was merged with and
into Network Fund III, Ltd. with Network Fund III, Ltd. being the surviving
company, resulting in the transfer to Network Fund III, Ltd. of beneficial
ownership of the 539,000 shares of Common Stock of U.S. Homecare Corporation
then owned by Newtork IV LLC and as reported in the Schedule 13D filed on
behalf of each of Network IV LLC, Network Fund III, Ltd. and John W. Gildea
with the Securities and Exchange Commission on October 17, 1997. This Schedule
13G represents the final reporting on behalf of Network IV LLC with respect to
U.S. Homecare Corporation.
(b) Address of Principal Business Office or, if none, Residence
John W. Gildea
115 East Putnam Avenue
Greenwich, Connecticut 06830
Network Fund III, Ltd.
Network IV LLC (See note to Item 2(a))
P.O. Box 219
Butterfield House
Grand Cayman, Cayman Islands B.W.I.
(c) Citizenship
John W. Gildea - United States
Network Fund III, Ltd. - Cayman Islands
Network IV LLC - Cayman Islands (See note to Item 2(a))
(d) Title of Class of Securities
Common Stock, par value $.01 per share
Page 5 of 9
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(e) CUSIP Number
911819 10 0
Item 3. If this statement is filed pursuant to ss. 240.13d-1(b) or ss.
240.13d-2(b) or (c), check whether the person filing is a:
(a) / / Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o);
(b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) / / Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c);
(d) / / Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) / / An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with ss.
240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with ss.
240.13d-1(b)(ii)(G);
(h) / / A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
(j) / / Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to ss. 240.13d-1(c), check this
box. |X|
Item 4. Ownership (at March 9, 1998)
(a) Amount Beneficially Owned (See note to Item 4(a)).
John W. Gildea - 1,735,819
Network Fund III, Ltd. - 1,615,819
Network IV LLC - 0 (See note to Item 2(a))
Note to
Item 4(a): The 1,735,819 shares of Common Stock owned by John W. Gildea
includes the 1,615,819 shares of Common Stock owned by
Network Fund III, Ltd.
Page 6 of 9
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(b) Percent of Class
John W. Gildea - 14.1%
Network Fund III, Ltd. - 13.1%
Network IV LLC - 0% (See note to Item 2(a))
(c) Number of shares as to which such person has:
i) sole power to vote or to direct the vote
John W. Gildea - 1,735,819
Network Fund III, Ltd. - 1,615,819
Network IV LLC - 0 (See note to Item 2(a))
ii) shared power to vote or to direct the vote
John W. Gildea - 0
Network Fund III, Ltd. - 0
Neetwork IV LLC (See note to Item 2(a))
iii) sole power to dispose or to direct the disposition of
John W. Gildea - 1,735,819
Network Fund III, Ltd. - 1,615,819
Network IV LLC - 0 (See note to Item 2(a))
iv) shared power to dispose or to direct the disposition of
John W. Gildea - 0
Network Fund III, Ltd. - 0
Netwrok IV LLC - 0 (See note to Item 2(a))
Item 5. Ownership of Five Percent or Less of a Class
Not applicable. See Note to Item 2(a).
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Mr. John W. Gildea is the Chairman of the Board of Directors, Chief
Executive Officer, President, a director and sole stockholder of Gildea
Management Company, a Delaware corporation ("GMC"), which corporation has the
power to dispose of the 1,615,819 shares of Common Stock beneficially owned by
Network Fund III, Ltd. (the "Network Shares"), by virtue of an Investment
Advisory Agreement dated as of February 26, 1996, between GMC and Network Fund
III, Ltd. As a result, Mr. Gildea may be deemed to beneficially own the Network
Shares. Mr. Gildea also owns 120,000 shares of Common Stock in his individual
capacity.
Page 7 of 9
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Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Page 8 of 9
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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.
June 22, 1998
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Date
/s/John W. Gildea
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John W. Gildea
NETWORK FUND III, LTD.
By: GILDEA MANAGEMENT COMPANY
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Investment Advisor
By: /s/John W. Gildea
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Name: John W. Gildea
Title: President
NETWORK IV LLC
By: GILDEA MANAGEMENT COMPANY
Investment Advisor
By: /s/John W. Gildea
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Name: John W. Gildea
Title: President
June 22, 1998 11:45AM
Page 9 of 9
