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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
AMERICAN HOMEPATIENT, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
026649-10-3
(CUSIP Number)
Allan C. Silber
Counsel Corporation
Exchange Tower, Suite 1300
P. O. Box 435, Two First Canadian Place
Toronto, Ontario Canada
(416) 866-3000
(Name, Address and Telephone Number of
Person Authorized to Receive
Notice and Communications)
May 24, 1996
(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 this statement
[ ]. (A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of 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.)
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CUSIP No. 255105-10-8 13D
---------------------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
COUNSEL CORPORATION
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(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
(3) SEC Use Only
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(4) SOURCE OF FUNDS
N/A
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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(6) Citizenship or Place of Organization
ONTARIO, CANADA
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(7) Sole Voting Power
Number of 2,515,750 (SEE ITEM 5)
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by -0-
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 2,515,750 (SEE ITEM 5)
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(10) Shared Dispositive Power
-0-
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,515,750 SHARES OF COMMON STOCK (SEE ITEM 5)
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
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(13) Percent of Class Represented by Amount in Row (11)
26.6% (SEE ITEM 5)
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(14) Type of Reporting Person
CO
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CUSIP No. 255105-10-8 13D
---------------------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
ALLAN C. SILBER
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(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
(3) SEC Use Only
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(4) SOURCE OF FUNDS
N/A
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
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(6) Citizenship or Place of Organization
CANADA
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(7) Sole Voting Power
Number of 102,000 (SEE ITEM 5)
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by -0- (SEE ITEM 5)
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 102,000 (SEE ITEM 5)
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(10) Shared Dispositive Power
-0- (SEE ITEM 5)
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
102,000 SHARES OF COMMON STOCK (SEE ITEM 5)
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares [X]
MR. SILBER DISCLAIMS BENEFICIAL OWNERSHIP OF COUNSEL CORPORATION'S
HOLDINGS, AS DISCUSSED IN ITEM 5(A)
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(13) Percent of Class Represented by Amount in Row (11)
1.1% (SEE ITEM 5)
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(14) Type of Reporting Person
IN
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SCHEDULE 13D
This second amendment to Schedule 13D (this "Second Amendment") amends
an initial statement on Schedule 13D filed by reporting persons on February 7,
1994, as amended by Amendment No. 1 to Schedule 13D, dated October 3, 1995,
with respect to the common stock of American HomePatient, Inc. (the "Issuer").
The reporting persons named below are hereby jointly filing this statement
pursuant to Exchange Act Rule 13d-1(f)(1).
Pursuant to Rule 101(a)(2)(ii) of Regulation S-T, this Second
Amendment restates the entire text of the Schedule 13D.
Item 1. Security and Issuer.
This statement relates to the common stock of American HomePatient,
Inc., a Delaware corporation, whose principal executive offices are
located at: Suite 400, 5200 Maryland Way, Brentwood, Tennessee 37027.
Item 2. Identity and Background.
(a) The reporting persons are Counsel Corporation, an Ontario,
Canada corporation, and Allan C. Silber. The directors and
executive officers of Counsel Corporation as of the date
hereof are set forth on Schedule A attached hereto and
incorporated herein by reference.
(b) The principal business address of both Counsel Corporation and
Allan Silber is: Exchange Tower, Suite 1300, P.O. Box 435,
Two First Canadian Place, Toronto, Ontario, Canada M5X 1E3.
The principal business address of each of the directors and
executive officers of Counsel Corporation is set forth on
Schedule A attached hereto and incorporated herein by
reference.
(c) Counsel Corporation's principal business is the management of
healthcare assets. Mr. Silber is the Chairman and Chief
Executive Officer of Counsel Corporation and a director of the
Issuer. The principal occupation of each director and
executive officer of Counsel Corporation, including the
principal business and address of any organization in which
such employment is conducted, is set forth on Schedule A
attached hereto and incorporated herein by reference.
(d) During the last five years, neither Counsel Corporation nor
Mr. Silber has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
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(e) During the last five years, neither Counsel Corporation nor
Mr. Silber has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and
as a result of such proceeding 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.
(f) Mr. Silber is a citizen of Canada.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transactions.
Shares of the Issuer's common stock that are presently beneficially
owned by Counsel Corporation and Mr. Silber were acquired and are currently
being held for investment purposes. Counsel Corporation and Mr. Silber may
acquire additional shares in the open market, in privately negotiated
transactions or otherwise. Subject to certain transfer restrictions under
federal and state securities laws, Counsel Corporation and Mr. Silber may
attempt to dispose of the shares owned by them in the open market, in privately
negotiated transactions or otherwise.
Except as set forth above, neither Counsel Corporation nor Mr. Silber
has any present plans or intentions that would result in or relate to any of
the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on May 29, 1996, Counsel
Corporation beneficially owns in the aggregate 2,515,750
shares of the Issuer's common stock, and Mr. Silber
beneficially owns in the aggregate 102,000 shares of the
Issuer's common stock, constituting 26.6% and 1.1%,
respectively, of the outstanding shares of the Issuer's
common stock, based upon 9,466,473 shares outstanding (the
number of shares outstanding as reported in a registration
statement on Form S-3 filed with the SEC on May 17, 1996
(Registration No. 333-3964), plus 150,000 shares issued as a
result of an over-allotment option, described therein).
Counsel Corporation, by virtue of being the indirect sole
shareholder of the corporation in the name of which the shares
of the Issuer are held, has indirect beneficial
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ownership of the 2,515,750 shares. Mr. Silber has direct
beneficial ownership of 102,000 shares of the Issuer's stock,
which number represents 102,000 shares of the Issuer's common
stock subject to options granted to Mr. Silber.
Mr. Silber is a director of Counsel Corporation and a
shareholder who beneficially owns or controls approximately
25% of the common shares of Counsel Corporation. Mr. Silber
disclaims beneficial ownership of the shares of the Issuer
beneficially owned by Counsel Corporation.
(b) Counsel Corporation, due to the relationship described above,
and Mr. Silber have the sole power to direct the vote and
disposition of their beneficially owned shares. The
responses of Counsel Corporation and Mr. Silber to Items (7)
through (10) of the cover page of this Second Amendment are
incorporated herein by reference.
(c) Counsel Corporation sold 500,000 and 150,000 shares of the
Issuer's common stock on May 24, 1996, and May 29, 1996,
respectively, to underwriters in connection with a public
offering. A registration statement on Form S-3 with respect to
the offering was filed with the SEC on May 17, 1996
(Registration No. 333-3964).
Other than as disclosed in this Item 5(c), none of the
reporting persons named in Item 5(a) has effected any
transaction in the Issuer's common stock in the past 60 days.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Materials to be Filed as Exhibits.
None.
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: June 4, 1996
COUNSEL CORPORATION
By: /s/ Allan C. Silber
---------------------------------
Allan C. Silber
Chairman of the Board and
Chief Executive Officer
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: June 4, 1996
/s/ Allan C. Silber
---------------------------------
Allan C. Silber, Individually
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SCHEDULE A
TO SCHEDULE 13D
Board of Directors of Counsel Corporation:
<TABLE>
<CAPTION>
Name Address
- ---------------------------------- ------------------------
<S> <C>
Paul Godfrey 333 King Street East
President & C.E.O. Toronto, ON M5A 3X5
Toronto Sun Publishing Corp.
Norman Hill 250 Sheppard Avenue East
President Suite 300
Norman Hill Realty Inc. Toronto, ON M2N 3A9
Ajit Hutheesing 300 First Stamford Place
Chairman & Managing Partner Stamford, CT 06902
International Capital Partners Inc. U.S.A.
Morris Perlis Exchange Tower
President Suite 1300, P. O. Box 435
Counsel Corporation 2 First Canadian Place
Toronto, ON M5X 1E3
Philip Reichmann P. O. Box 20, 28th Floor
President 2 First Canadian Place
O&Y Properties Inc. Toronto, ON M5Y 1B5
Allan C. Silber Exchange Tower
Chairman & C.E.O. Suite 1300, P. O. Box 435
Counsel Corporation 2 First Canadian Place
Toronto, ON M5X 1E3
Edward Sonshine, Q.C. Exchange Tower
Vice-Chairman Suite 1300, P. O. Box 435
Counsel Corporation 2 First Canadian Place
Toronto, ON M5X 1E3
Gerald Turner Administration
President Emeritus 600 University Avenue
Mt. Sinai Hospital Suite 338
Toronto, ON M5G 1X5
</TABLE>
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Officers of Counsel Corporation:
<TABLE>
<CAPTION>
Name Address
- ---------------------------------- ------------------------
<S> <C>
Allan C. Silber Exchange Tower
Chairman of the Board and Chief Suite 1300, P. O. Box 435
Executive Officer 2 First Canadian Place
Toronto, ON M5X 1E3
Edward Sonshine, Q.C. Exchange Tower
Vice-Chairman Suite 1300, P. O. Box 435
2 First Canadian Place
Toronto, ON M5X 1E3
Morris Perlis Exchange Tower
President Suite 1300, P. O. Box 435
2 First Canadian Place
Toronto, ON M5X 1E3
Curtis Johnson Exchange Tower
Vice-President and Suite 1300, P.O. Box 435
U.S. Counsel 2 First Canadian Place
Toronto, ON M5X 1E3
Stephen Weintraub Exchange Tower
Senior Vice-President and Suite 1300, P. O. Box 435
Secretary 2 First Canadian Place
Toronto, ON M5X 1E3
Alan Winer Exchange Tower
Vice-President Suite 1300, P. O. Box 435
2 First Canadian Place
Toronto, ON M5X 1E3
Howard Wortzman Exchange Tower
Vice-President, Suite 1300, P. O. Box 435
Financial Reporting 2 First Canadian Place
Toronto, ON M5X 1E3
</TABLE>
