SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
APRIA HEALTHCARE GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
037933108
- --------------------------------------------------------------------------------
(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein, Sandler, Kohl,
28th Floor Fisher & Boylan, P.A.
New York, New York 10022 65 Livingston Avenue
(212) 421-2600 Roseland, New Jersey 07068
(973) 992-8700
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
February 6, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G 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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule l3d-1(a) 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).
<PAGE>
________________________________________________________________________________
1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons):
Stephen Feinberg
________________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
4) Source of Funds (See Instructions): WC
________________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
________________________________________________________________________________
6) Citizenship or Place of Organization: United States
________________________________________________________________________________
Number of 7) Sole Voting Power: *
Shares Beneficially 8) Shared Voting Power: *
Owned by
Each Reporting 9) Sole Dispositive Power: *
Person With: 10) Shared Dispositive Power: *
________________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,615,400*
________________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
________________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11): 5.1%*
________________________________________________________________________________
14) Type of Reporting Person (See Instructions): IA, IN
________________________________________________________________________________
* 572,000 shares (1.1%) of Apria Healthcare Group, Inc. common stock are
owned by Cerberus Partners, L.P., a limited partnership organized under the
laws of Delaware ("Cerberus"). 1,289,000 shares (2.5%) of Apria Healthcare
Group, Inc. common stock are owned by Cerberus International, Ltd., a
corporation organized under the laws of the Bahamas ("International").
89,000 shares (0.2%) of Apria Healthcare Group, Inc. common stock are owned
by Ultra Cerberus Fund, Ltd., a corporation organized under the laws of the
Bahamas ("Ultra"). Stephen Feinberg possesses sole voting and investment
control over all securities of Apria Healthcare Group, Inc. owned by
Cerberus, International and Ultra. In addition, 665,400 shares (1.3%) of
Apria Healthcare Group, Inc. common stock are owned by various other
persons and entities for which Stephen Feinberg possess certain investment
authority. See Item 5 for further information.
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.001 per share, of
Apria Healthcare Group, Inc. (the "Company"), whose principal executive offices
are located at 3560 Hyland Avenue, Costa Mesa, California 92626.
Item 2. Identity and Background.
The person filing this statement is Stephen Feinberg, whose business
address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Feinberg
serves as (i) the managing member of Cerberus Associates, L.L.C., the general
partner of Cerberus Partners, L.P. ("Cerberus"), and (ii) the investment manager
for each of Cerberus International, Ltd. ("International"), Ultra Cerberus Fund,
Ltd. ("Ultra") and certain other private investment funds (the "Funds").
Cerberus, International, Ultra and the Funds are engaged in the investment in
personal property of all kinds, including but not limited to capital stock,
depository receipts, investment companies, mutual funds, subscriptions,
warrants, bonds, notes, debentures, options and other securities of whatever
kind and nature.
Mr. Feinberg has never been convicted in any criminal proceeding, nor has
he been a party to any civil proceeding commenced before a judicial or
administrative body of competent jurisdiction as a result of which he was or is
now 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. Mr. Feinberg is a
citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase shares of common stock of the Company on behalf
of Cerberus, International, Ultra and the Funds come directly from the assets of
Cerberus, International, Ultra and the Funds, respectively.
Item 4. Purpose of Transaction.
The acquisition of the shares of common stock referred to in Item 5 is for
investment purposes on behalf of Cerberus, International, Ultra and the Funds,
respectively, and Stephen Feinberg has no present plans or intentions which
relate to or would result in any of the transactions required to be described in
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in the Company's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1997, as of November 11, 1997
there were issued and outstanding 51,517,255 shares of common stock of the
Company. As of February 6, 1998, Cerberus owned 572,000 of such shares, or 1.1%
of those outstanding; International owned 1,289,000 of such shares, or 2.5% of
those outstanding; Ultra owned 89,000 of such shares, or 0.2% of those
outstanding and the Funds in the aggregate owned 665,400 of such shares, or 1.3%
of those outstanding. Stephen Feinberg possesses (i) sole power to vote and
direct the disposition of all shares of common stock of the Company owned by
each of Cerberus, International and Ultra and (ii) power to direct the
disposition of the shares of common stock of the Company owned by the Funds. The
following table sets forth the transactions by each of Cerberus, International,
Ultra and the Funds in shares of common stock of the Company during the past
sixty days, each of which were effected in an ordinary broker's transaction.
Cerberus Partners, L.P.
Date Quantity Price
(Purchases)
February 4, 1998 450,000 $13.00
February 5, 1998 90,000 13.38
February 6, 1998 32,000 13.38
(Sales)
NONE
<PAGE>
Cerberus International, Ltd.
Date Quantity Price
(Purchases)
February 4, 1998 1,015,000 $13.00
February 5, 1998 202,000 13.38
February 6, 1998 72,000 13.38
(Sales)
NONE
Ultra Cerberus Fund, Ltd.
Date Quantity Price
(Purchases)
February 4, 1998 70,000 $13.00
February 5, 1998 14,000 13.38
February 6, 1998 5,000 13.38
(Sales)
NONE
The Funds
Date Quantity Price
(Purchases)
February 4, 1998 525,000 $13.00
February 5, 1998 103,400 13.38
February 6, 1998 37,000 13.38
(Sales)
NONE
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships exist
with respect to the shares of common stock of the Company between Stephen
Feinberg and any person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
Signature
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
February 10, 1998
/s/ Stephen Feinberg
Stephen Feinberg, in his capacity as
the managing member of Cerberus
Associates, L.L.C., the general
partner of Cerberus Partners, L.P.,
and as the investment manager for
each of Cerberus International,
Ltd., Ultra Cerberus Fund, Ltd. and
the Funds
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
