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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
APRIA HEALTHCARE GROUP INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of class of securities)
037933108
(CUSIP number)
Ralph V. Whitworth
Relational Investors, LLC
4330 La Jolla Village Drive, Suite 220
San Diego, California 92122
(619) 597-9400
(Name, address and telephone number of person authorized
to receive notices and communications)
January 27, 1998
(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-l(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 13d-l(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.
Page 1 of 3 pages
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, the
undersigned hereby amend their Schedule 13D statement dated October 9, 1997 (the
"Schedule 13D"), relating to the common stock, par value $0.001 per share (the
"Shares") of Apria Healthcare Group Inc. (the "Company"). Unless otherwise
indicated, all defined terms used herein shall have the same meanings ascribed
to them in the initial Schedule 13D.
ITEM 4. PURPOSE OF THE TRANSACTION.
The answer to Item 4 is hereby amended and restated in its entirety, as
follows:
As previously reported, the Reporting Persons acquired the Shares of
the Company for investment purposes. In their opinion, such Shares continue to
be undervalued by the market at the present time.
At the invitation of the Board of Directors of the Company, on January
27, 1998, Ralph Whitworth, a Reporting Person, was appointed to the Company's
Board. The Reporting Persons intend to continue their ongoing efforts,
consistent with Mr. Whitworth's fiduciary duties as a member of the Company's
Board of Directors, to influence the Company to maximize the value of the Shares
of the Company.
The Reporting Persons may discuss the Company from time-to-time with
members of the management of the Company, its board of directors and their
advisors, may communicate with other shareholders and interested parties
concerning the Company, and may exercise any and all of their respective rights
as shareholders of the Company in a manner consistent with their equity
interests and Mr. Whitworth's fiduciary duties as a member of the Company's
Board of Directors. The Reporting Persons may modify their plans, in light of
future developments.
Subject to Mr. Whitworth's fiduciary duties as a member of the
Company's Board of Directors, the Reporting Persons may from time-to-time (i)
acquire additional Shares (subject to availability at prices deemed favorable)
in the open market, in privately negotiated transactions or otherwise, or (ii)
dispose of Shares at prices deemed favorable in the open market, in privately
negotiated transactions or otherwise.
Except as set forth above, none of the Reporting Persons has any
present plan or intention which would result in or relate to any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 7. Material to be Filed as Exhibits.
A joint filing agreement among the Reporting Persons dated as of
October 9, 1997 has previously been filed.
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information contained in this statement is
true, complete and correct.
Dated: January 28, 1998
RELATIONAL INVESTORS, L.P.
RELATIONAL FUND PARTNERS, L.P.
RELATIONAL COAST PARTNERS, L.P.
RELATIONAL PARTNERS, L.P.
By: Relational Investors, LLC
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as general partner to each
By: /s/ Ralph V. Whitworth
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Ralph V. Whitworth
Managing Member
RELATIONAL INVESTORS, LLC
By: /s/ Ralph V. Whitworth
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Ralph V. Whitworth
Managing Member
/s/ Ralph V. Whitworth
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Ralph V. Whitworth
/s/ David H. Batchelder
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David H. Batchelder
/s/ Joel L. Reed
- -------------------------------------
Joel L. Reed
