SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
APRIA HEALTHCARE GROUP, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
037933108
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein Sandler PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
212) 421-2600 (973) 597-2424
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
January 4, 1999
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(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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>
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1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
(Entities Only):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
________________________________________________________________________________
3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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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: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,989,600*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 3.8%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* 433,000 shares (0.8%) of Apria Healthcare Group, Inc. common stock are
owned by Cerberus Partners, L.P., a limited partnership organized under the
laws of Delaware ("Cerberus"). 987,900 shares (1.9%) of Apria Healthcare
Group, Inc. common stock are owned by Cerberus International, Ltd., a
corporation organized under the laws of the Bahamas ("International").
64,800 shares (0.1%) 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, 503,900 shares (1.0%) of
Apria Healthcare Group, Inc. common stock are owned by various other
persons and entities for which Stephen Feinberg possesses sole voting and
investment control over all securities of Apria Healthcare Group, Inc.
owned by such persons and entities. See Item 5 for further information.
<PAGE>
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, 1998, as of October 30,
1998, there were issued and outstanding 51,779,059 shares of common stock of the
Company. As of January 4, 1999, Cerberus owned 433,000 of such shares, or 0.8%
of those outstanding; International owned 987,900 of such shares, or 1.9% of
those outstanding; Ultra owned 64,800 of such shares, or 0.1% of those
outstanding and the Funds in the aggregate owned 503,900 of such shares, or 1.0%
of those outstanding. Stephen Feinberg possesses sole power to vote and direct
the disposition of all shares of common stock of the Company owned by each of
Cerberus, International, Ultra and 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)
NONE
(Sales)
December 11, 1998 110,000 $7.37
January 4, 1999 99,000 8.88
<PAGE>
Cerberus International, Ltd.
Date Quantity Price
(Purchases)
NONE
(Sales)
December 11, 1998 245,000 $7.37
January 4, 1999 226,000 8.88
Ultra Cerberus Fund, Ltd.
Date Quantity Price
(Purchases)
NONE
(Sales)
December 11, 1998 20,000 $7.37
January 4, 1999 14,200 8.88
The Funds
Date Quantity Price
(Purchases)
NONE
(Sales)
December 11, 1998 125,000 $7.37
January 4, 1999 115,000 8.88
<PAGE>
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.
January 11, 1999
/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).
