<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LIFEMARK CORPORATION
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
561906 10 8
(CUSIP Number)
Michael J. Kennedy
Lifemark Corporation
7600 North 16th Street
Suite 150
Phoenix, Arizona 85020
(602) 331-5100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 10, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
( ).
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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 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> 2
CUSIP No. 561906 10 8 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS/S. S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
Henry Kaldenbaugh
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: Not Applicable
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS:
OO
________________________________________________________________________________
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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
519,954
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
519,954
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
519,954
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
<PAGE> 3
This Amendment No. 1 relates to a statement on Schedule 13D
originally filed on March 8, 1996 (the original "Statement"). This Amendment is
being filed electronically via the Securities and Exchange Commission's EDGAR
system. Pursuant to the applicable EDGAR rules, this Amendment restates the
information contained in the original Statement.
ITEM 1. Security and Issuer
The original Statement and this Amendment relate to the common
stock, $.01 par value (the "Common Stock"), of Lifemark Corporation, a Delaware
corporation (the "Company"), which has its principal executive offices at 7600
North 16th Street, Suite 150, Phoenix, Arizona 85020.
ITEM 2. Identity and Background
(a), (b) and (c): This Amendment is being filed by Henry
Kaldenbaugh ("Dr. Kaldenbaugh"). Dr. Kaldenbaugh's business address is c/o
Lifemark Corporation, 7600 North 16th Street, Suite 150, Phoenix, Arizona 85020.
His principal occupation is as a physician in private practice.
(d) and (e): During the last five years, Dr. Kaldenbaugh has
not been (a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in any 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.
(f): Dr. Kaldenbaugh is a citizen of the United States.
ITEM 3. Source and Amount of Funds or Other Consideration
Prior to the filing of the original Statement, Dr. Kaldenbaugh
was a shareholder in each of three Arizona corporations, Ventana Health Systems,
Inc., Managed Care Solutions, Inc. and Arizona Health Concepts, Inc. (the "MCS
Companies"). As a result of the March 1, 1996 merger transactions (the "1996
Merger") described in Item 4, the MCS Companies became wholly owned subsidiaries
of the Company, and the Company's name was changed to Managed Care Solutions,
Inc. Pursuant to the 1996 Merger, the shares of Common Stock of the MCS
Companies held by Dr. Kaldenbaugh were converted into shares of Common Stock of
Managed Care Solutions, Inc. On July 12, 1999, the Company changed its name from
Managed Care Solutions, Inc. to Lifemark Corporation.
ITEM 4. Purpose of Transaction
On March 1, 1996, pursuant to an Agreement and Plan of Merger
dated as of November 20, 1995 (the "1996 Merger Agreement") among the MCS
Companies, the Company, and three wholly owned subsidiaries of the Company (the
"Subsidiaries"), each of the Subsidiaries was merged with and into one of the
MCS Companies. The previously outstanding shares of Common Stock of the MCS
Companies were converted into the right to receive, in the aggregate, 51% of the
Common Stock outstanding immediately after the 1996 Merger (representing 49.9%
of the voting power with respect to the Company as a result of 6.85 shares of
Voting Preferred Stock of the Company being issued and outstanding).
In accordance with the 1996 Merger Agreement, the number of
directors of the Company was increased from six to eight, two of the directors
in office prior to the 1996 Merger resigned, and four officers and directors of
the MCS Companies, including Dr. Kaldenbaugh, were elected as directors of the
Company.
<PAGE> 4
The foregoing description of certain terms of the 1996 Merger
Agreement is qualified in its entirety by reference to the 1996 Merger
Agreement, which is Exhibit 1 to this Amendment and is incorporated herein by
reference.
On October 10, 2000, the respective Boards of Directors of
UnitedHealth Group Incorporated ("Parent" or "UnitedHealth Group"), Leo
Acquisition Corp., a wholly-owned subsidiary of Parent ("Merger Sub") and the
Company entered into an Agreement and Plan of Merger (the "2000 Merger
Agreement"), whereby Merger Sub will be merged with and into the Company (the
"2000 Merger"). At the time the 2000 Merger becomes effective, each share of the
Company's Common Stock (other than shares owned by the Company as treasury stock
and stock owned by the Parent or any wholly owned subsidiary of Parent or the
Company) will be canceled and extinguished and converted automatically into the
right to receive that number of shares of common stock of the Parent equal to
the "Per Share Price" divided by the "Parent Average Price".
(i) The term "Per Share Price" means:
(A)If the Parent Average Price is $95.00 or more,
$10.55;
(B) If the Parent Average Price is $88.00 or
less, $10.08; and
(C) If the Parent Average Price is more than
$88.00 and less than $95.00, the sum of $10.08 plus
the product of
Parent Average Price - $88.00
$0.47 X (______________________________________)
$7.00
(ii) The term "Parent Average Price" means the
average closing price per share of Parent Common Stock on the
New York Stock Exchange for the ten consecutive trading days
ending with and including the second business day preceding
the date of the closing of the transactions contemplated by
the 2000 Merger Agreement; provided, that if the amount so
calculated is more than $113.00, the term "Parent Average
Price" shall mean $113.00.
Notwithstanding the above, if the Parent Average Price is $88.00 or
less, Parent may elect that each share of Company Common Stock issued and
outstanding immediately prior to the Effective Time (other than shares owned by
the Company as treasury stock, stock owned by the Parent or any wholly owned
subsidiary of Parent or the Company and shares held by a holder who has not
voted in favor of the Merger or consented thereto in writing and who has
demanded properly in writing appraisal for such shares in accordance with
Delaware General Corporate Law) will be canceled and extinguished and be
converted automatically into the right to receive from Parent an amount of cash
equal to the Per Share Price.
IN CONNECTION WITH THE 2000 MERGER, UNITEDHEALTH GROUP WILL FILE A
REGISTRATION STATEMENT ON FORM S-4 AND OTHER RELEVANT DOCUMENTS WITH THE
SECURITIES AND EXCHANGE COMMISSION AND THE COMPANY WILL FILE WITH THE SEC A
PROXY STATEMENT CONTAINING INFORMATION ABOUT THE 2000 MERGER. INVESTORS AND
STOCKHOLDERS OF THE COMPANY WILL BE ABLE TO OBTAIN FREE COPIES OF THESE
DOCUMENTS THROUGH THE WEBSITE MAINTAINED BY THE SEC AT http:/www.sec.gov.
INVESTORS AND STOCKHOLDERS OF THE COMPANY WILL ALSO BE ABLE TO OBTAIN COPIES OF
THE DOCUMENTS FILED BY UNITEDHEALTH GROUP FREE OF CHARGE FROM UNITEDHEALTH GROUP
BY MAILING A REQUEST TO UNITEDHEALTH GROUP INCORPORATED, INVESTOR RELATIONS,
UNITEDHEALTH GROUP CENTER, 9900 BREN ROAD EAST, MINNETONKA, MINNESOTA 55343,
TELEPHONE: (952) 936-1300. THE PROXY STATEMENT/PROSPECTUS WILL ALSO BE AVAILABLE
TO INVESTORS AND STOCKHOLDERS FREE OF CHARGE FROM THE COMPANY BY MAILING A
REQUEST TO LIFEMARK CORPORATION, INVESTOR
<PAGE> 5
RELATIONS, 7600 NORTH 16TH STREET, SUITE 150, PHOENIX, ARIZONA 85020, TELEPHONE:
(602) 331-5150.
On October 10, 2000, Dr. Kaldenbaugh entered into a Voting
Agreement (the "Voting Agreement") by and among Parent and certain shareholders
of the Company. In the Voting Agreement, Dr. Kaldenbaugh agreed to vote the
shares of Common Stock owned by him (whether held directly or beneficially) in
favor of approval of the 2000 Merger Agreement. The Voting Agreement also
provides, among other things, that Dr. Kaldenbaugh will not vote any shares
owned by him (whether held directly or beneficially) in favor of the approval of
any (i) acquisition proposal, (ii) reorganization, recapitalization, liquidation
or winding up of the Company or any other extraordinary transaction, (iii)
corporate action that would frustrate the purposes or prevent or delay the
consummation, of the transactions contemplated by the Merger Agreement; or (iv)
other matters related to or connected with the foregoing matters.
During the term of the Voting Agreement, Dr. Kaldenbaugh
further agreed to revoke all previous proxies granted with respect to the shares
of Common Stock he holds; and he granted an irrevocable proxy appointing Parent
and each of its designees as his attorney-in-fact and proxy, with full power of
substitution, for and in his name, to vote, express, consent or dissent, or
otherwise use such voting power in the manner contemplated above. The Voting
Agreement terminates upon the earlier of the termination of the Merger Agreement
or the Effective Time. The foregoing description of certain terms of the Voting
Agreement is qualified in its entirety by reference to the Voting Agreement, a
copy of which is included as Exhibit 2 to this Amendment and is incorporated
herein by reference.
The shares of Common Stock reported in this statement are held
for investment purposes. Depending on trading prices of the Common Stock and
upon Dr. Kaldenbaugh's personal financial position and goals from time to time,
Dr. Kaldenbaugh may, subject to any applicable statutory or other limitations,
purchase additional shares of Common Stock or dispose of shares of Common Stock
in the open market, in privately negotiated transactions, or otherwise. Dr.
Kaldenbaugh retains the right to evaluate his position in the future and change
his intent with respect to any future actions.
Other than as described above, Dr. Kaldenbaugh has no plans or
proposals which relate to, or may result in, any of the matters listed in Items
4(a)-(j) of Schedule 13D (although he reserves the right to develop such plans).
ITEM 5. Interest in Securities of the Issuer
(a) and (b): As of March 8, 1996, Dr. Kaldenbaugh had the sole
power to vote and dispose of and beneficially owned 567,453 shares of Common
Stock (approximately 13.0% of the class then outstanding).
As of the date of filing this Amendment, Dr. Kaldenbaugh had
the sole power to vote and dispose of and beneficially owned 519,954 shares of
Common Stock (approximately 10.1% of the class then outstanding).
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
<PAGE> 6
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Dr. Kaldenbaugh is a party to a Registration Rights Agreement
(the "Registration Rights Agreement") with the Company pursuant to which the
Company has granted Dr. Kaldenbaugh "piggyback" registration rights with respect
to public stock offerings by the Company. Dr. Kaldenbaugh's registration rights
will expire (i) on the second anniversary of the date he is no longer an
affiliate of the MCS Companies or the Company, or (ii) when all of the remaining
shares of Common Stock held by him may be disposed of within 90 days under Rule
144 under the Securities Act of 1933. In connection with the 2000 Merger, Dr.
Kaldenbaugh has agreed to waive his rights under the Registration Rights
Agreement upon, and subject to, consummation of the 2000 Merger. The foregoing
description of the Registration Rights Agreement is qualified in its entirety by
reference to the Registration Rights Agreement, which is included as Exhibit 3
to this Amendment and is incorporated herein by reference.
The description of the Voting Agreement set forth under Item 4
of this Amendment is incorporated herein by reference.
Except as set forth above, Dr. Kaldenbaugh does not have any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Company, including, but
not limited to, transfer or voting of any such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
<PAGE> 7
ITEM 7. Material to Be Filed as Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1 1996 Merger Agreement, dated November 20, 1995
among the Company, the Subsidiaries and the MCS
Companies (incorporated by reference to Exhibit
2 to the Company's Registration Statement No.
333-558 on Form S-4)
2 Voting Agreement, dated October 10, 2000, among
Parent, Dr. Kaldenbaugh and certain other
shareholders of the Company
3 Registration Rights Agreement dated as of March
1, 1996 among the Company, John Lingenfelter,
M.D., Henry Kaldenbaugh, M.D., and Geralde
Curtis (incorporated by reference to the
original Statement)
</TABLE>
<PAGE> 8
Signatures
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment is true,
complete and correct.
Dated: October 19, 2000
/s/ Henry Kaldenbaugh
------------------------------------
Henry Kaldenbaugh, M.D.
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1 1996 Merger Agreement, dated November 20, 1995
among the Company, the Subsidiaries and the MCS
Companies (incorporated by reference to Exhibit
2 to the Company's Registration Statement No.
333-558 on Form S-4)
2 Voting Agreement, dated October 10, 2000, among
Parent, Dr. Kaldenbaugh and certain other
shareholders of the Company
3 Registration Rights Agreement dated as of March
1, 1996 among the Company, John Lingenfelter,
M.D., Henry Kaldenbaugh, M.D., and Geralde
Curtis (incorporated by reference to the
original Statement)
</TABLE>
