SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
U.S. HOMECARE CORPORATION
(Name of issuer)
COMMON STOCK
(Title of class of securities)
911819100
(CUSIP number)
Sanders Morris Mundy Inc., 3100 Chase Tower
Houston, Texas 77002 (713) 224-3100
(Name, address and telephone number of person
authorized to receive notices and communications)
June 30, 1999
(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 the
statement. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial
ownership or more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7)
SCHEDULE 13D
CUSIP No. 911819100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OR ABOVE PERSON
SANDERS MORRIS MUNDY INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (
(b) (
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) (
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
7 SOLE VOTING POWER
NUMBER OF 24,473,041
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING 24,473,041
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,473,041
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.6%
14 TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer
The class of equity securities to which this statement relates is
the common stock (the "Common Stock") of U.S. HomeCare
Corporation, whose principal executive office is located at Two
Hartford Square West, Suite 300, Hartford CT 06106.
Item 2. Identity and Background
This statement is filed on behalf of Sanders Morris Mundy
Inc., a Texas corporation ("Corporation" or "Reporting Person"),
whose business address is 3100 Chase Tower, Houston, Texas
77002. Attached as Appendix A is information concerning the
executive officers and directors of Sanders Morris Mundy Inc.
required to be disclosed in response to Item 2 and General
Instruction C to Schedule 13D. Such executive officers and
directors may be deemed, but are not conceded to be controlling
persons of Sanders Morris Mundy Inc. No corporation or other
person is or may be deemed to be ultimately in control of Sanders
Morris Mundy Inc. Sanders Morris Mundy Inc. is a registered
broker/dealer.
Don A. Sanders is Chairman of the Executive Committee of the
corporation. The address of his principal office is 3100
Chase Tower, Houston, Texas 77002. Mr. Sanders is a citizen
of the United States.
Michael Chadwick is Senior Vice President of the corporation.
The address of his principal office is 3100 Chase Tower, Houston,
Texas 77002. Mr. Chadwick is a citizen of the United States.
George Ball is Chairman of the Board of the corporation. The
address of his principal office is 3100 Chase Tower, Houston,
Texas 77002. Mr. Ball is a citizen of the United States.
Ben T. Morris is President, Chief Executive Officer and Director
of the corporation. The address of his principal office is 3100
Chase Tower, Houston, Texas 77002. Mr. Morris is a citizen of
the United States.
John E. Drury is a Director of the corporation, and is Chief
Executive Officer of Waste Management, Inc. The address of his
Principal office is 1001 Fannin, Suite 4000, Houston, Texas
77002. Mr. Drury is a citizen of the United States.
Bruce R. McMaken is Vice President, Investment Banking of the
corporation. The address of his principal office is 3100 Chase
Tower, Houston, Texas 77002. Mr. McMaken is a citizen of the
United States.
During the past five years, none of the reporting persons or
any of the persons referred to in Appendix A has been convicted
in a criminal proceeding (excluding traffic violations and
similar misdemeanors).
During the past five years, none of the reporting persons or any
of the persons referred to in Appendix A was or is subject to a
judgement, 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 as a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction.
Item 3. Source and Amount of Funds or Other Consideration
The funds used or to be used in making purchases of the Issuer's
Common Stock are working capital funds of the corporation.
Item 4. Purpose of Transaction
The securities of the Issuer were acquired by the corporation
in open market transactions and privately negotiated transactions
and for the corporation for investment purposes only. The
corporation currently intends to review continuously its equity
interest in the Issuer and may or may not seek involvement in the
Issuer's affairs. Depending upon its evaluation of the Issuer's
business and prospects and upon future developments, the
corporation, or other entities that may be deemed to be
affiliates of the corporation, may from time to time purchase
additional securities of the Issuer, dispose of all or a portion
of the securities held by such person, or cease buying or selling
shares. Any such additional purchases of the securities may be
in open market or privately negotiated transactions or otherwise.
Except as described in this Item 4, the corporation has no
present plans or proposals which relate or would result in: (i)
the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer, (ii) an
extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries, (iii) a sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries, (iv) any change
in the present board of directors or management of the Issuer,
(v) any material change to the present capitalization or
dividend policy of the Issuer, (vi) any other material change
in the Issuer's business or corporate structure, (vii) changes
in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of the Issuer by any person, (viii) causing a class of
securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted on
an inter-dealer quotation system of a registered securities
association, (ix) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to
Section 12 (g) (4) of the Securities Exchange Act of 1934, as
amended, or (x) any actions similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer
The corporation directly owns 19,094,479 shares of Issuer's
Common Stock; 247,231 shares of the Issuer's $35.00 6% Convertible
Preferred Stock that are convertible into 5,378,562 shares of
Issuer's Common Stock
The corporation has the sole power to vote or to direct the
vote, and to dispose of or to direct the disposition of the
corporation's shares.
(a) The aggregate number and percentage of shares of Class A Common
Stock of the Issuer beneficially owned by the persons identified
In Item 2 is as follows:
BENEFICIAL OWNER AGGREGATE NUMBER CLASS PERCENTAGE
SHARES OWNED OF CLASS
Corporation 19,094,479 (1) Common 49.63%
Corporation 247,231 Convt. Pfrd. 49.63%
Michael Chadwick 2,324 Common .005%
George Ball 31,093 Common .07%
Ben Morris 5,825 Common .01%
John Drury 121,380 Common .28%
Bruce McMaken 58,641 Common .17%
Bruce McMaken 750 Convt. Pfrd. .17%
Don Sanders 2501 Warrants 1.15%
Don Sanders 278,848 (2) Common 1.15%
Don Sanders 214,365 (3) Common 1.15%
Don Sanders 7,767 (4) Common 1.15%
(1) Includes 4th Quarter 1998 stock dividend of 4,186,624
shares and 1st Quarter 1999 stock dividend of 14,857,572
shares, received June 17, 1999.
(2) Don Sanders's discretionary shares.
(3) Don Sanders's personal shares.
(4) Spousal shares.
(b) The corporation has the right to receive or the power to
direct receipt of dividends from, or the proceeds from the sale
of all the corporation's shares, while the applicable beneficial
owners have the right to receive or the power to direct receipt
of dividends from, or the proceeds from the sale of the applicable
beneficial owner's shares.
(c) The Spouse has the right to receive or the power to direct
receipt of dividends from, or the proceeds from the sale of all
the Spousal shares of Common Stock.
(d) The corporation is a market maker in U.S. Homecare. The
ending positions, total purchases, total sales and the average
price of the purchase and sale transactions for the previous two
months are as follows:
May 1999 ending balance: 387
June 1999 ending balance: 21,273
Total purchases for previous 2 months: 373,236
Total sales for previous 2 months: 356,525
Average purchase price: .017
Average sale price: .020
(e) n/a
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
None
Item 7. Material to be Filed as Exhibits
Exhibit Title
A Appendix A
Directors and Executive Officers of Sanders
Morris Mundy Inc.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this filing
is true, correct and complete.
Dated July 7, 1999
Sanders Morris Mundy Inc.
By: /s/ Ben T. Morris, President
CUSIP NO. 911819100
13D
Appendix A
Directors and Executive Officers of Sanders Morris Mundy Inc.
The following table sets forth the name, business address, and
present principle occupation or employment of each director and
executive officer of Sanders Morris Mundy Inc. Unless otherwise
indicated below, each such person is a citizen of the United
States and the business address of each such person is 3100 Chase
Tower, Houston, Texas 77002. Except as indicated below, during
the last five years, none of the persons listed below has been
convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors) or was or is subject to a judgement,
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 as a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction.
NAME PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; BUSINESS ADDRESS
Don A. Sanders Chairman of the Executive Committee
Ben T. Morris President, Chief Executive Officer,
and Director
George L. Ball Chairman of the Board
John I. Mundy Director
John E. Drury Director; Mr. Drury is Chief Executive
Officer of Waste Management, Inc.; his
business address is 1001 Fannin, Suite
4000, Houston, Texas 77002
Michael S. Chadwick Senior Vice President
Charles L. Davis Vice President, Investment Banking and
Assistant Secretary
Bruce R. McMaken Vice President, Investment Banking
Sandy Williams Secretary
