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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. 1)*
U.S. Homecare Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
911819 10 0
(CUSIP Number)
December 30, 1998
(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).
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SCHEDULE 13G
CUSIP No. 911819 10 0
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 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
0.0%
12 Type of Reporting Person (See Instructions)
IN
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SCHEDULE 13G
CUSIP No. 911819 10 0
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 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
0.0%
12 Type of Reporting Person (See Instructions)
CO
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This Amendment No. 1 to the Schedule 13G (the "Schedule 13G") that was
filed with the Securities and Exchange Commission on June 23, 1998 on behalf of
Mr. John W. Gildea and Network Fund III, Ltd. (the "Reporting Persons") in
respect of their beneficial ownership of shares of common stock, par value $.01
per share ("Common Stock"), of U.S. Homecare Corporation (the "Company")
represents the final amendment of the Schedule 13G by the Reporting Persons. On
December 20, 1998, the Reporting Persons sold all of their shares of Common
Stock of the Company in a series of open market transactions, thus reducing
their beneficial ownership of Common Stock of the Company to zero.
Item 1.
(a) Name of Persons Filing
John W. Gildea
Network Fund III, Ltd.
(b) Address of Principal Business Office or, if none, Residence
John W. Gildea
115 East Putnam Avenue
Greenwich, Connecticut 06830
Network Fund III, Ltd.
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
(d) Title of Class of Securities
Common Stock, par value $.01 per share
(e) CUSIP Number
911819 10 0
Item 2. Ownership (at January 21, 1999)
(a) Amount Beneficially Owned.
John W. Gildea - 0
Network Fund III, Ltd. - 0
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(b) Percent of Class
John W. Gildea - 0.0%
Network Fund III, Ltd. - 0.0%
(c) Number of shares as to which such person has:
i) sole power to vote or to direct the vote
John W. Gildea - 0
Network Fund III, Ltd. - 0
ii) shared power to vote or to direct the vote
John W. Gildea - 0
Network Fund III, Ltd. - 0
iii) sole power to dispose or to direct the disposition of
John W. Gildea - 0
Network Fund III, Ltd. - 0
iv) shared power to dispose or to direct the disposition of
John W. Gildea - 0
Network Fund III, Ltd. - 0
Item 3. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [x].
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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.
January 21, 1999
Date
/s/ John W. Gildea
John W. Gildea
NETWORK FUND III, LTD.
By: GILDEA MANAGEMENT COMPANY
Investment Advisor
By: /s/ John W. Gildea
Name: John W. Gildea
Title: President
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