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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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
130 King Street West
Toronto, Ontario, Canada, M5X 1E3
(416) 866-3000
(Name, Address and Telephone Number of
Person Authorized to Receive
Notice and Communications)
April 30, 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(e), 13d-1(f) or 13d-1(g), 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) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
COUNSEL CORPORATION
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
N/A
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO, CANADA
NUMBER OF SHARES (7) SOLE VOTING POWER
216 (SEE ITEM 5)
BENEFICIALLY (8) SHARED VOTING POWER
-0-
OWNED BY EACH (9) SOLE DISPOSITIVE POWER
216 (SEE ITEM 5)
REPORTING PERSON (10) SHARED DISPOSITIVE POWER
-0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
216 SHARES OF COMMON STOCK (SEE ITEM 5)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROLE (11)
LESS THAN 1% (SEE ITEM 5)
(14) TYPE OF REPORTING PERSON
CO
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CUSIP NO. 255105-10-8 13D
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ALLAN C. SILBER
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
N/A
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
NUMBER OF SHARES (7) SOLE VOTING POWER
833,557 (SEE ITEM 5)
BENEFICIALLY (8) SHARED VOTING POWER
-0- (SEE ITEM 5)
OWNED BY EACH (9) SOLE DISPOSITIVE POWER
833,557 (SEE ITEM 5)
REPORTING PERSON (10) SHARED DISPOSITIVE POWER
-0- (SEE ITEM 5)
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
833,557 SHARES OF COMMON STOCK (SEE ITEM 5)
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ X ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROLE (11)
5.4% (SEE ITEM 5)
(14) TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
This third amendment to Schedule 13D (this "Third 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, as
amended by Amendment No. 2 to Schedule 13D, dated June 5, 1996, 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).
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, 130 King Street
West, 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 is a strategic partnering and management
company specializing in Internet, communications, and other
technology-based enterprises. 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.
3,979,409 shares of the Issuer's common stock that were formerly
beneficially owned by Counsel Corporation were distributed, pro rata, to Counsel
Corporation's shareholders on April 30, 2000 (the "Distribution"). Pursuant
thereto, Mr. Silber is not standing for re-election to the Issuer's board of
directors and is resigning from the Issuer's board of directors immediately
prior to the Issuer's annual meeting on May 31, 2000.
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 1, 2000, Counsel Corporation
beneficially owns in the aggregate 216 shares of the Issuer's
common stock, and Mr. Silber beneficially owns in the aggregate
833,557 shares of the Issuer's common stock, constituting less
than 1% and approximately 5.4%, respectively, of the outstanding
shares of the Issuer's common stock, based upon 15,471,086 shares
outstanding (the number of shares outstanding as reported in a
definitive proxy statement on Schedule 14A as filed with the SEC
on May 1, 2000).
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 ownership of 216
shares. Mr. Silber has direct beneficial ownership of 833,557
shares of the Issuer's stock, which number includes 15,000 shares
of the Issuer's common stock subject to options granted to Mr.
Silber plus 818,557 shares received in the Distribution.
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Mr. Silber is a director of Counsel Corporation and a shareholder
who beneficially owns or controls approximately 20% 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 Third Amendment are incorporated herein by
reference.
(c) Counsel Corporation distributed 3,979,409 shares of the Issuer's
common stock on April 30, 2000 to Counsel Corporation's
shareholders on a pro rata basis. Counsel Corporation retained
216 shares of the Issuer's common stock as a result of not
issuing fractional shares in the Distribution.
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) Counsel Corporation ceased to be the beneficiary owner of more
than 5% of the Issuer's common stock on April 30, 2000.
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: May 9, 2000
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: May 9, 2000
/s/ Allan C. Silber
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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>
Norman Hill 250 Sheppard Avenue East, Suite 300
President Toronto, ON M2N 3A9
Norman Hill Realty Inc.
Morris Perlis Exchange Tower, Suite 1300
President 130 King Street West
Counsel Corporation Toronto, ON M5X 1E3
Philip Reichmann 1 First Canadian Place, Suite 3300
President P.O. Box 72
O&Y Properties Corporation Toronto, ON M5X 1B1
Allan C. Silber Exchange Tower, Suite 1300
Chairman & C.E.O. 130 King Street West
Counsel Corporation Toronto, ON M5X 1E3
Edward Sonshine, Q.C. Exchange Tower, Suite 700
President and CEO 130 King Street West
RioCan REIT Toronto, ON M5X 1E2
Gerald Turner Administration
President Emeritus 600 University Avenue, Suite 338
Mt. Sinai Hospital Toronto, ON M5G 1X5
Edward J. Waitzer Commerce Court West
Partner P.O. Box 85
Stikeman, Elliott Suite 5300
Toronto, ON M5L 1B9
</TABLE>
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Executive Officers of Counsel Corporation:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Allan C. Silber Exchange Tower, Suite 1300
Chairman of the Board and Chief 130 King Street West
Executive Officer Toronto, ON M5X 1E3
Morris Perlis Exchange Tower, Suite 1300
President 130 King Street West
Toronto, ON M5X 1E3
Stephen Weintraub Exchange Tower, Suite 1300
Senior Vice President and 130 King Street West
Secretary Toronto, ON M5X 1E3
Susan Feldman Exchange Tower, Suite 1300
Senior Vice President, 130 King Street West
Corporate Communications Toronto, ON M5X 1E3
Howard Wortzman Exchange Tower, Suite 1300
Vice President 130 King Street West
Financial Reporting Toronto, ON M5X 1E3
</TABLE>
