<PAGE>
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)
911819100
_______________________________________________________________
(CUSIP Number)
SANDERS MORRIS HARRIS INC.
3100 CHASE TOWER
HOUSTON, TEXAS 77002
(713) 224-3100
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
DECEMBER 22, 2000
_______________________________________________________________
(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 [_].
Note: Schedules filed in paper form shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
The information required on 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 13D
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CUSIP NO. 911819100
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sanders Morris Harris Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
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SOLE VOTING POWER
7
NUMBER OF
66,282
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
66,282
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
66,282
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Less than 1%
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TYPE OF REPORTING PERSON*
14
CO
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SCHEDULE 13D
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CUSIP NO. 911819100
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SMM USHO Acquisition Corp.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
5,422,072
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
5,422,072
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,422,072
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.6%
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TYPE OF REPORTING PERSON*
14
CO
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CUSIP NO. 911819100 13D
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.
Sanders Morris Harris Inc. is a Texas corporation formerly known as Sanders
Morris Mundy Inc. ("SMH"),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 Harris 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 Harris Inc. No corporation or other person is or may
be deemed to be ultimately in control of Sanders Morris Harris Inc. Sanders
Morris Harris Inc. is a registered broker/dealer.
SMM USHO Acquisition Corp. is a Texas corporation ("Acquisition"), whose
business address is 3100 Chase Tower, Houston, Texas 77002. Attached as Appendix
B is information concerning the executive officers and directors of Acquisition
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 Acquisition. No corporation or other
person is or may be deemed to be ultimately in control of Acquisition.
During the past five years, none of the reporting persons or any of the
persons referred to in Appendix A or B 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 or B 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 by SMH in making purchases of the Issuer's Common Stock were
working capital funds of SMH. On December 20, 1999, Acquisition purchased
247,231 shares of $35.00 6% Convertible Preferred Stock $1.00 par value, from
SMH for $10.00. The funds used by Acquisition were working capital funds.
Item 4. Purpose of Transaction.
The securities of the Issuer were originally acquired by SMH in open market
transactions and privately negotiated transactions and for SMH for investment
purposes only.
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CUSIP NO. 911819100 13D
Acquisition 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, Acquisition, or other entities that may be deemed to be
affiliates of Acquisition, 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, Acquisition 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
Acquisition directly owns 249,231 shares of the Issuer's $35.00 6%
Convertible Preferred Stock that are convertible into 5,422,072 shares of
Issuer's Common Stock
Acquisition 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:
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CUSIP NO. 911819100 13D
<TABLE>
<CAPTION>
Aggregate Number Percentage
Beneficial Owner Shares Owned Class of Class
---------------- ---------------- ------- ------------
<S> <C> <C> <C>
Acquisition 249,231 Convt. Pfrd. 11.53%
Bruce R. McMaken 3,609 Convt. Pfrd. *
Sanders Morris Harris 49,966 Common Stock *
Sanders Morris Harris 750 Convt. Pfrd. *
Don A. Sanders 2,501 Warrants *
</TABLE>
* Less than one percent.
(b) The number of shares of Common Stock as to which there is sole power to
direct the vote, shares power to vote or to direct the vote, sole power to
dispose or direct the disposition, or shared power to dispose or direct the
disposition for each of the Reporting Persons is set forth on the cover pages,
and such information is incorporated herein by reference. To the knowledge of
the Reporting Persons, the persons listed on Appendix A in response to Item 2 do
not beneficially own any shares of Common Stock of the Issuer except as set
forth above.
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) There have been no reportable transactions with respect to the Common
Stock of the Issuer within the last 60 days by any of the Reporting Persons
except for the acquisition of beneficial ownership of shares being reported on
this Schedule 13D and the following transactions:
Acquisition made the followings purchases of $35.00 6% Convertible
Preferred Stock within the past 60 days:
<TABLE>
<CAPTION>
Date Purchase
Shares Purchased Price
- ------ --------- ---------
<S> <C> <C>
247,231 12/20/99 $10.00
1,000 12/21/99 1.00
1,000 12/21/99 1.00
</TABLE>
SMH sold 19,044,196 shares of Common Stock on December 22, 1999, from its
proprietary account to its market maker account for a sales price of $0.00025
per share.
SMH is a market maker in the Common Stock of the Issuer. The ending
positions, total purchases, total sales, and average price of the purchase and
sale transactions for the previous two months are as follows:
December 1999 ending balance: 13,600,151
January 2000 ending balance: 20,956
Total purchases for December 1999 and January 2000: 23,117,280
Total sales for December 1999 and January 2000: 42,144,196
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CUSIP NO. 911819100 13D
Average purchase price: $ 0.0054
Average sales price: $ 0.0168
(d) Acquisition has the right to receive or the power to direct the receipt
of all dividends on the Preferred Stock.
(e) SMH ceased to be the beneficial owner of more than five percent of the
class of securities on January 6, 2000.
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
- ------- -----
Appendix A -Directors and Executive Officers of Sanders Morris Harris Inc.
Appendix B -Directors and Executive Officers of SMM USHO Acquisition Corp.
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 February 8, 2000
Sanders Morris Harris Inc.
By: /s/ Ben T. Morris, President
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 February 8, 2000
SMM USHO Acquisition, Inc.
By: /s/ Ben T. Morris, President
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CUSIP NO. 911819100 13D
Appendix A
Directors and Executive Officers of
Sanders Morris Harris Inc.
The following table sets forth the name, business address, and present
principal occupation or employment of each director and executive officer of
Sanders Morris Harris 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 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 as a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction.
Present Principal Occupation
or Employment;
Name 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. Harris Director
Michael S. Chadwick Senior Vice President
Charles L. Davis Vice President, Investment Banking & Assistant
Secretary
Bruce R. McMaken Vice President, Investment Banking
Sandy Williams Secretary
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CUSIP NO. 911819100 13D
Appendix B
Directors and Executive Officers of
SMM USHO ACQUISITION CORP.
The following table sets forth the name, business address, and present
principal occupation or employment of each director and executive officer of SMM
USHO Acquisition Corp. 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 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 as a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction.
Present Principal Occupation
or Employment;
Name Business Address
- ---- -----------------------------
Ben T. Morris President and Director
Bruce R. McMaken Vice President and Director
