<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A)
AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
APRIA HEALTHCARE GROUP INC.
- --------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of class of securities)
037933108
- --------------------------------------------------------------------------------
(CUSIP number)
GEORGE L. ARGYROS
ARNEL DEVELOPMENT COMPANY
949 SOUTH COAST DRIVE, SUITE 600
COSTA MESA, CA 92626
(714) 481-5000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 25, 1998
- --------------------------------------------------------------------------------
(Date of event which required 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 [ ].
(Page 1 of 7 Pages)
<PAGE>
CUSIP NO. 037933108 13D PAGE 2 OF 7 PAGES
- ------------------------------------------------------------------------------
1 Name of Reporting Persons S.S. or I.R.S. Identification No. of Above
Persons
George L. Argyros
- ------------------------------------------------------------------------------
2 Check the Appropriate Box if Member of a Group (See Instructions)
(a) [_] (b) [_]
- ------------------------------------------------------------------------------
3 SEC Use Only
- ------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
AF/PF
- ------------------------------------------------------------------------------
5 Check 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 2,763,768
Shares -----------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by 0
Each -----------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person With 2,763,768
-----------------------------------------------------------
10 Shared Dispositive Power
0
- ------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,763,768
- ------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
(See Instructions)
[_]
- ------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row 11
5.4%
- ------------------------------------------------------------------------------
14 Type of Reporting Person (see Instructions)
IN
- ------------------------------------------------------------------------------
2
<PAGE>
CUSIP NO. 037933108 13D PAGE 3 OF 7 PAGES
ITEM 1. SECURITY AND ISSUER.
Common Stock
APRIA Healthcare Group Inc.
3560 Hyland Avenue
Costa Mesa, California 92626
ITEM 2. IDENTITY AND BACKGROUND.
(a) George L. Argyros
(b) Arnel Development Company
949 South Coast Drive, Suite 600
Costa Mesa, CA 92626
(c) The Reporting Person's principal occupation is Chairman and
Chief Executive Officer of Arnel Development Company.
(d) The Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) during the past five years.
(e) During the past five years the Reporting Person has not been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction the result of
which subjected the reporting person 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) The Reporting Person is a U.S. Citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Common Stock of APRIA Healthcare Group Inc. (the "Issuer")
beneficially owned by the Reporting Person was acquired by the Reporting Person
and affiliated entities of the Reporting Person. The Reporting Person and
affiliated entities acquired 2,239,618 shares of Common Stock of the Issuer
pursuant to the merger (the "Merger") of Homedco Group Inc. ("Homedco") into
Issuer on June 28, 1995. Pursuant to the Merger, shareholders of Homedco
received two shares of the Issuer for each share of Homedco. At the time of the
Merger, the Reporting Person and affiliated entities owned less than 5% of the
outstanding shares of Issuer. On March 22, 1996, HBI Financial Inc., of which
the reporting person is the sole shareholder, purchased 500,000 shares of the
Issuer in the open market at a purchase price of $29.625. HBI Financial Inc.
used its working capital to make this acquisition.
The Reporting Person, using personal funds, purchased 10,000 shares of
the Issuer on July 15, 1996 and 10,000 shares of the Issuer on September 30,
1996. Additionally, affiliated entities of the Reporting Person purchased 1,550
shares and 2,600 shares, respectively. Each of the affiliated entities are
trusts of which the Reporting Person is a Trustee. Each Trust used its operating
income to purchase the Issuer's Common Shares.
3
<PAGE>
CUSIP NO. 037933108 13D PAGE 4 OF 7 PAGES
Neither the Reporting Person nor any of his affiliates has made any
acquisition of the Issuer's shares since September 30, 1996.
ITEM 4. PURPOSE OF TRANSACTION.
Each of the Reporting Person and affiliated entities acquired the
shares of the Issuer for investment purposes only and not with the intent of
acquiring control of the Issuer.
In June 1997, the Issuer announced that it retained an investment
banking firm as its financial adviser to explore strategic alternatives to
enhance shareholder value, including the possible sale, merger, or
recapitalization of the Issuer. In February 1998, the Issuer accepted the
proposal of a private investment firm to enter into a recapitalization
transaction. In April 1998, the Issuer announced that the transaction would not
be completed. On April 27, 1998, the Reporting Person amended this Schedule 13D
to indicate that he had advised members of the Issuer's board of directors that
he intended to explore strategic alternatives available to the Issuer, including
transactions which might involve a change in control of the Issuer and in which
the Reporting Person would be a participant, but that no assurances could be
made that any transaction would be pursued or proposed. On May 27, 1998, the
Issuer reported that it had determined not to proceed with further efforts to
accomplish a strategic transaction involving the Issuer or a major equity
investment by a third party. On that same date, the Reporting Person resigned as
a director of the Issuer.
The Reporting Person intends to continue to monitor closely Issuer's
future course of action. The Reporting Person may discuss the Issuer from time-
to-time with members of the management of the Issuer, its board of directors and
their advisors, may communicate with other shareholders and interested parties
concerning the Issuer, and may exercise any and all of his rights as a
shareholder of the Issuer. The Reporting Person may modify his plans, in light
of future developments.
Other than as indicated above, the Reporting Person does not have any
present plans or proposals which relate to or would result in any of the
following (the Reporting Person reserves the right to modify or develop such
plans or proposals at any time): (i) the acquisition by any person of additional
securities of the Issuer, or the disposition of the securities of the Issuer;
(ii) an extraordinary corporate transaction, such as a merger, reorganization,
or liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (iv) any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Issuer's Board of Directors;
(v) any material change in the present capitalization or dividend policy of the
Issuer; (vi) any other material change in the Issuer's charter or by-laws or
other actions which may impede the acquisition of control of the Issuer by any
person; (viii) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(ix) a class of equity securities of the Issuer becoming eligible for
4
<PAGE>
CUSIP NO. 037933108 13D PAGE 5 OF 7 PAGES
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(x) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Account Beneficially Owned: 2,763,768
Percent of Class: 5.4%
(b) Number of shares as to which reporting person has:
1. Sole power to vote or direct vote: 2,763,768
2. Shared power to vote or direct vote: -0-
3. Sole power to dispose of direct the disposition:
2,763,768
4. Shared power to dispose or direct the disposition:
-0-
(c) Transactions effected during the past 60 days: Neither the
Reporting Person nor any affiliated entities has had any
transactions in the class of securities reported on that were
effected during the past 60 days.
(d) Other Interests:
1. HBI Financial Inc. owns 2,430,670 shares of the Issuer. The
Reporting Person is the sole shareholder of HBI Financial Inc. and, therefore,
has the power to direct the affairs, including decisions respecting the voting
or disposition of shares.
2. The Argyros Foundation owns 45,352 shares of the Issuer. The
Reporting Person is a Trustee of the Argyros Foundation.
3. Argyros Children's Trust No. II owns 31,050 shares of the
Issuer. The Reporting Person is a Trustee of the Argyros Children's Trust No.
II.
4. The Argyros Charitable Trust No. 4 owns 500 shares of the Issuer.
The Reporting Person is a Trustee of the Argyros Charitable Trust No. 4.
5. GLA Foundation, a nonprofit corporation, owns 235,560 shares of
the Issuer. The Reporting Person is a director and officer of the GLA
Foundation.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
5
<PAGE>
CUSIP NO. 037933108 13D PAGE 6 OF 7 PAGES
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
6
<PAGE>
CUSIP NO. 037933108 13D PAGE 7 OF 7 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 25, 1998 /s/ George L. Argyros
-----------------------
George L. Argyros
7
