<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
April 19, 1999
(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> 2
SCHEDULE 13D
CUSIP No. 037933108
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RELATIONAL INVESTORS, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,915,266
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 10,915,266
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
10,915,266
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.05%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
<PAGE> 3
SCHEDULE 13D
CUSIP No. 037933108
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RELATIONAL INVESTORS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,003,425
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 7,003,425
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
7,003,425
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.51%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
<PAGE> 4
SCHEDULE 13D
CUSIP No. 037933108
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RELATIONAL INVESTORS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 295,564
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 295,564
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
295,564
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.57%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
<PAGE> 5
SCHEDULE 13D
CUSIP No. 037933108
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RELATIONAL INVESTORS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 453,557
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 453,557
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
453,557
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.87%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
<PAGE> 6
SCHEDULE 13D
CUSIP No. 037933108
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RELATIONAL INVESTORS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC/00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 913,923
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 913,923
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
913,923
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.76%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
<PAGE> 7
SCHEDULE 13D
CUSIP No. 037933108
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RALPH V. WHITWORTH
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 10,915,266
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING --------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
10,915,266
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
10,915,266
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.05%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
<PAGE> 8
SCHEDULE 13D
CUSIP No. 037933108
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVID H. BATCHELDER
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
See Item 3
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 75,000
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 10,915,266
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 75,000
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,915,266
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
10,990,266
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.20%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
<PAGE> 9
SCHEDULE 13D
CUSIP No. 037933108
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOEL L. REED
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NA
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 10,915,266
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,915,266
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
10,915,266
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.05%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
<PAGE> 10
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, as
amended to date by Amendments Nos. 1 through 4 (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 Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The answer to Item 3 is hereby amended by the addition, following the
last paragraph thereof, of the following:
The source and amount of funds for Shares acquired since April 8, 1999,
the date of Amendment No. 4 to the Schedule 13D, are as follows:
Accounts managed by RILLC purchased an aggregate of 355,126 Shares for
total consideration (including brokerage commissions) of $4,637,157 derived from
capital in the managed accounts and margin borrowings from the clients' margin
accounts at Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ").
RILP purchased an aggregate of 2,445,861 Shares for total consideration
(including brokerage commissions) of $31,796,193 derived from the capital of
RILP.
RFP purchased an aggregate of 63,409 Shares for total consideration
(including brokerage commissions) of $824,317 derived from the capital of RFP
and margin borrowings from a margin account at DLJ.
RCP purchased an aggregate of 90,970 Shares for total consideration
(including brokerage commissions) of $1,182,610 derived from the capital of RCP
and margin borrowings from a margin account at DLJ.
RP purchased an aggregate of 269,734 Shares for total consideration
(including brokerage commissions) of $3,506,542 derived from the capital of RP
and margin borrowings from a margin account at DLJ.
Interest on the margin debt balance of each of the margin accounts
described above is charged at the then Federal Funds Rate plus 75 basis points.
DLJ has a lien on the Shares held by the account managed by RILLC and those held
by each of RFP, RCP and RP to secure the repayment of the margin borrowings
described above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The answers to Item 5(a), (b) and (c) are hereby amended and restated in
their entirety, as follows:
<PAGE> 11
(a) As of the date of this Statement, the Reporting Persons beneficially
owned in the aggregate 10,990,266 Shares constituting 21.20% of the outstanding
Shares. The percentage of Shares owned is based upon 51,799,035 Shares
outstanding at April 1, 1999 as set forth in the Company's Form 10-K for the
fiscal year ended December 31, 1998. In addition, in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as amended, 51,666 Shares which are
subject to stock options exercisable within 60 days of the date of this
Amendment and which are deemed to be beneficially owned by the Reporting Persons
(collectively) and each of RILLC and Messrs. Whitworth, Batchelder and Reed are
deemed to be outstanding for the purpose of computing the percentages of Shares
outstanding owned by the Reporting Persons (collectively), RILLC and Messrs.
Whitworth, Batchelder and Reed (but not RILP, RFP, RCP or RP).
Each of the Reporting Persons may be deemed to have direct beneficial
ownership of Shares as follows:
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES PERCENT OF OUTSTANDING SHARES
- ---- ---------------- -----------------------------
<S> <C> <C>
David Batchelder 75,000 0.14%
RILLC 2,248,797 4.34%
RILP 7,003,425 13.51%
RFP 453,557 0.87%
RCP 295,564 0.57%
RP 913,923 1.76%
</TABLE>
RILLC, in its capacity as an investment management consultant, may be
deemed to possess direct beneficial ownership of the 2,197,131 Shares that are
owned by separate accounts which it manages and of the 51,666 Shares which are
subject to stock options exercisable within 60 days of the date of this
Amendment. In addition, RILLC, as the sole general partner of each of RILP, RFP,
RCP and RP may be deemed indirectly to own beneficially (as that term is defined
in Rule 13d-3 under the Securities Exchange Act of 1934) 8,666,469 Shares (or
16.71% of outstanding Shares) of which one of RILP, RFP, RCP or RP may be deemed
to possess direct beneficial ownership.
In addition to the Shares of which Mr. Batchelder is the direct
beneficial owner, as a Managing Member of RILLC, Mr. Batchelder, as well as
Messrs. Whitworth and Reed may be deemed to share beneficial ownership of the
10,915,266 Shares (or 21.05% of outstanding Shares) which RILLC may beneficially
own. Each of Messrs. Whitworth, Batchelder and Reed disclaims beneficial
ownership of such 10,915,266 Shares for all other purposes.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 is the beneficial
owner of any Shares.
(b) Mr. Batchelder has the sole power to vote or direct the vote of
75,000 Shares and the sole power to dispose or direct the disposition of such
Shares.
RILP has the sole power to vote or direct the vote of 7,003,425 Shares
and the sole power to dispose or direct the disposition of such Shares.
<PAGE> 12
RFP has the sole power to vote or direct the vote of 453,557 Shares and
the sole power to dispose or direct the disposition of such Shares.
RCP has the sole power to vote or direct the vote of 295,564 Shares and
the sole power to dispose or direct the disposition of such Shares.
RP has the sole power to vote or direct the vote of 913,923 Shares and
the sole power to dispose or direct the disposition of such Shares.
RILLC has the sole power to vote or direct the vote of 2,197,131 Shares
held by separate accounts which it manages and of 51,666 Shares that are subject
to stock options exercisable within 60 days of the date of this Amendment, and
the sole power to dispose or direct the disposition of such Shares. In addition,
RILLC, as sole General Partner of RILP, RFP, RCP and RP, may be deemed to have
the sole power to vote or direct the vote of 8,666,469 Shares held by such
Reporting Persons, and the sole power to dispose or direct the disposition of
such Shares. Messrs. Batchelder, Whitworth and Reed, as the Managing Members of
RILLC, may be deemed to share the power to vote or to direct the vote and to
dispose or to direct the disposition of such Shares.
(c) Information concerning transactions in the Shares by the Reporting
Persons during the past sixty (60) days is set forth in Exhibit 1C attached
hereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The answer to Item 6 is hereby amended by the addition, following the
last paragraph thereof, of the following:
The purchases reported in this Amendment No. 5 were made in a privately
negotiated transaction pursuant to a Stock Purchase Agreement, dated April 19,
1999, a copy of which is filed herewith as Exhibit 7. The purchase price for the
acquired shares is $13.00 net per share. In the Stock Purchase Agreement, the
partes thereto made representations and warranties that are customary in
transactions of this type.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
1. Information concerning transactions in the Shares effected by
the Reporting Persons (as of October 9, 1997).*
1A Information concerning transactions in the Shares effected by
the Reporting Persons within the last sixty days (as of November
20, 1998).***
1B Information concerning transactions in the Shares effected by
the Reporting Persons within the last
<PAGE> 13
sixty days (as of April 8, 1999).****
1C Information concerning transactions in the Shares effected by
the Reporting Persons within the last sixty days (as of April
20, 1999).
2. Customer Agreement with Donaldson, Lufkin & Jenrette Securities
Corporation.*
3. Joint Filing Agreement.*
4. Stockholder Agreement, dated February 3, 1998, among JLL Argosy
Apria, LLC, CIBC WG Argosy Merchant Fund 2, LLC, Joseph
Littlejohn & Levy Fund III, L.P., Relational Investors, LLC, HBI
Financial, Inc. and Apria Healthcare Group, Inc.**
5. Standby Purchase Agreement dated as of November 3, 1998, between
Apria Healthcare Group Inc. and Relational Investors, LLC, on
behalf of the entities named therein.***
6. Registration Rights Agreement dated as of November 3, 1998,
between Apria Healthcare Group Inc. and Relational Investors,
LLC, on behalf of the entities named therein.***
7. Stock Purchase Agreement, dated April 19, 1999, among the
persons identified on Schedules A and B thereto.
* Filed with the initial Schedule 13D of the Reporting Persons, dated
October 9, 1997.
** Filed with Amendment No. 2 to the Schedule 13D of the Reporting
Persons, dated February 5, 1998.
*** Filed with Amendment No. 3 to the Schedule 13D of the Reporting
Persons, dated November 20, 1998.
**** Filed with Amendment No. 4 to the Schedule 13D of the Reporting
Persons, dated April 8, 1999.
<PAGE> 14
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: April 21, 1999
RELATIONAL INVESTORS, L.P.
RELATIONAL FUND PARTNERS, L.P.
RELATIONAL COAST PARTNERS, L.P.
RELATIONAL PARTNERS, L.P.
By: Relational Investors, LLC
as general partner to each
By: /s/ David Batchelder
-----------------------------
David Batchelder
Managing Member
RELATIONAL INVESTORS, LLC
By: /s/ David Batchelder
-----------------------------
David Batchelder
Managing Member
/s/ Ralph V. Whitworth
- --------------------------------
Ralph V. Whitworth
/s/ David H. Batchelder
- --------------------------------
David H. Batchelder
/s/ Joel L. Reed
- --------------------------------
Joel L. Reed
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
1. Information concerning transactions in the Shares
effected by the Reporting Persons (as of October 9, 1997).*
1A Information concerning transactions in the Shares
effected by the Reporting Persons within the last
sixty days (as of November 20, 1998).***
1B Information concerning transactions in the Shares
effected by the Reporting Persons within the last
sixty days (as of April 8, 1999).****
1C Information concerning transactions in the Shares
effected by the Reporting Persons within the last
sixty days (as of April 20, 1999).
2. Customer Agreement with Donaldson, Lufkin & Jenrette
Securities Corporation.*
3. Joint Filing Agreement.*
4. Stockholder Agreement, dated February 3, 1998, among
JLL Argosy Apria, LLC, CIBC WG Argosy Merchant Fund
2, LLC, Joseph Littlejohn & Levy Fund III, L.P.,
Relational Investors, LLC, HBI Financial, Inc. and
Apria Healthcare Group, Inc.**
5. Standby Purchase Agreement dated as of November 3,
1998 between Apria Healthcare Group Inc. and
Relational Investors, LLC, on behalf of the entities
named therein.***
6. Registration Rights Agreement dated as of November 3,
1998 between Apria Healthcare Group Inc. and
Relational Investors, LLC, on behalf of the entities
named therein.***
7. Stock Purchase Agreement, dated April 19, 1999, among
the persons identified on Schedules A and B thereto.
</TABLE>
* Filed with the initial Schedule 13D of the Reporting Persons, dated
October 9, 1997.
<PAGE> 16
** Filed with Amendment No. 2 to the Schedule 13D of the Reporting
Persons, dated February 5, 1998.
*** Filed with Amendment No. 3 to the Schedule 13D of the Reporting
Persons, dated November 20, 1998.
**** Filed with Amendment No. 4 to the Schedule 13D of the Reporting
Persons, dated April 8, 1999.
<PAGE> 1
Exhibit 1C
TRANSACTIONS IN SHARES OF THE COMPANY
SINCE AMENDMENT NO. 4 TO THIS SCHEDULE 13D
The Reporting Persons engaged in the following transactions in Shares of
the Company since April 8, 1999, the date of the most recent Amendment to this
Schedule 13D. All transactions were effected on April 19, 1999 pursuant to the
terms of a privately negotiated Stock Purchase Agreement dated April 19, 1999.
<TABLE>
<CAPTION>
Reporting Person with Direct Number Price per Share
Beneficial Ownership of Shares (net)
-------------------- --------- -----
<S> <C> <C>
Relational Investors, LLC 355,126 $ 13.00
Relational Investors, L.P. 2,445,861 $ 13.00
Relational Fund Partners, L.P. 63,409 $ 13.00
Relational Coast Partners, L.P. 90,970 $ 13.00
Relational Coast Partners, L.P. 269,734 $ 13.00
</TABLE>
<PAGE> 1
Exhibit 7
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is entered into as of
April 19, 1999 among those persons listed on Schedule A attached hereto
(individually a "Seller" and collectively the "Sellers") and those persons
identified on Schedule B attached hereto (individually a "Buyer" and
collectively the "Buyers").
BACKGROUND
A. The Sellers are the owners of a total of 3,225,100 shares of Common
Stock (the "Shares") of Apria Healthcare Group, Inc., a Delaware corporation
(the "Company"), as more specifically set forth on Schedule A.
B. Relational Investors, LLC is the general partner or investment
adviser of each of the Buyers.
C. The Sellers desire to sell, and the Buyers desire to purchase, all of
the Shares upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Basic Transaction.
(a) Purchase of Shares. Pursuant to the terms and conditions set
forth below, each Seller shall sell that number of Shares set forth opposite
such Seller's name on Schedule A, and each Buyer shall purchase that number of
Shares set forth opposite such Buyer's name on Schedule B.
(b) Purchase Price. The purchase price is $13.00 net per Share,
for a total purchase price of $41,926,300.00 for the 3,225,100 Shares.
2. Closing. The settlement date shall be April 22, 1999. Settlement will
be DVP (delivery versus payment).
3. Representations of Sellers. Each Seller, as to itself but as to no
other Seller, hereby represents, warrants and covenants to the Buyers that:
(a) Ownership. Such Seller owns its Shares free and clear of any
pledge, lien, charge, claim, security interest or other encumbrance of any kind,
nature or description. Such Seller's Shares are validly issued, fully paid and
non-assessable.
<PAGE> 2
(b) Authority and Compliance. Such Seller has full power and
authority to transfer its Shares and has complied with or will comply with all
legal requirements, if any, in connection with the sale of its Shares. Such
transfer will not violate the rights of any third party.
(c) Information. Such Seller was fully informed and advised on
April 19, 1999 of certain information concerning the Company that may be
material and non-public, including (i) the status of certain of the Company's
financing initiatives, and (ii) the Company's preliminary first quarter 1999
results as reflected on materials disclosed by the Buyer.
4. Representations of Buyers. Each Buyer, as to itself but as to no
other Buyer, hereby represents, warrants and covenants to the Sellers that:
(a) Registration or Exemption. Such Buyer understands that if it
desires to sell the shares the Buyer will be required to sell the Shares
pursuant to a registration under the Securities Act of 1933, as amended, or an
exemption therefrom.
(b) Authority and Compliance. Such Buyer has full power and
authority to purchase its Shares and has complied with or will comply with all
legal requirements, if any, in connection with the purchase of its Shares.
5. Miscellaneous.
(a) Further Action. Each party agrees to use reasonable efforts
to take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable to consummate and make effective the
transactions contemplated by this Agreement.
(b) Entire Agreement; Successors and Assigns. This Agreement
constitutes the entire understanding among the parties with regard to the
subjects hereof, superseding all prior understandings, agreements,
representations and negotiations, whether oral or written. The terms and
conditions of this Agreement will inure to the benefit of, and be binding upon,
the respective executors, administrators, heirs, successors and assigns of the
parties.
(c) Choice of Law. This Agreement will be interpreted and
enforced in accordance with the laws of the State of Delaware as applied to
contracts executed and performed entirely therein.
(d) Counterparts. This Agreement may be signed in any number of
counterparts and by facsimile, and when so signed and delivered will have the
same effect as if all signatures appeared on the same document.
(e) Notices. All notices required or permitted under this
Agreement must be given in writing (which may include facsimile). All notices
will be effective upon the earlier of (i) receipt (including confirmation that a
facsimile has been received) or (ii) five business days after being deposited in
the U.S. mail or two business days after being delivered to an overnight
courier,
<PAGE> 3
in each case properly addressed as set forth on Schedule A or B (as the case may
be), as such address may be changed by proper notice to the other parties.
(f) Interpretation. All parties have been assisted by counsel in
connection with this Agreement. The normal rule of construction that any
ambiguity will be resolved against the drafting party will not be used in the
interpretation of this Agreement.
(g) Gender and Number. As the context so requires, (i) the
masculine gender will include the feminine and neuter, and vice versa, and (ii)
the singular will include the plural, and vice versa.
(h) Amendment of Agreement. This Agreement may be amended only
by a written instrument signed by all of the parties.
(i) Severability. If any provision of this Agreement or the
application of any such provision to any party is held by a court of competent
jurisdiction to be contrary to law, such provision will be deemed amended to the
minimum extent possible to comply with such law, and the remaining provisions of
this Agreement will remain in full force and effect.
(j) Attorneys' Fees. If it becomes necessary for any party to
initiate legal action or any other proceeding to enforce, defend or construe
such party's rights or obligations under this Agreement, the prevailing party
will be entitled to reasonable costs and expenses, including attorneys' fees and
costs, incurred and paid in connection with such action or proceeding.
(k) Fees and Expenses. The Sellers, on the one hand, and the
Buyers, on the other, shall each bear their own respective fees and costs in
connection with the negotiation and execution of this Agreement and the
consummation of the transactions contemplated hereby.
<PAGE> 4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth above.
THE SELLERS:
STINSON CAPITAL PARTNERS, L.P.
STINSON CAPITAL PARTNERS II, L.P.
BK CAPITAL PARTNERS IV, L.P.
By: Richard C. Blum & Associates,
L.P., its General Partner
By: Richard C. Blum &
Associates, Inc.,
its General Partner
By: /s/ MURRAY A. INDICK
Name: Murray A. Indick
Title: Managing Director
STINSON CAPITAL FUND (CAYMAN), LTD.
BCG PENSION PLAN
UNITED BROTHERHOOD OF CARPENTERS AND
JOINERS OF AMERICA LOCAL UNIONS AND
COUNCILS PENSION FUND
THE CARPENTERS PENSION TRUST FOR
SOUTHERN CALIFORNIA
THE COMMON FUND
By: Richard C. Blum & Associates,
L.P., its Investment Adviser
By: Richard C. Blum &
Associates, Inc., its
General Partner
By: /s/ MURRAY A. INDICK
Name: Murray A. Indick
Title: Managing Director
<PAGE> 5
THE BUYERS:
RELATIONAL INVESTORS, L.P.
RELATIONAL FUND PARTNERS, L.P.
RELATIONAL COAST PARTNERS, L.P.
RELATIONAL PARTNERS, L.P.
By: Relational Investors, LLC
as general partner to each
By: /s/Ralph V. Whitworth
-----------------------------
Ralph V. Whitworth
Managing Member
DAVID H. BATCHELDER TRUST
By: Relational Investors, LLC
Its:Account Manager under that
certain Management Agreement
dated June 30, 1997
By: /s/Ralph V. Whitworth
-----------------------------
Ralph V. Whitworth
Managing Member
HENRY W. WINSHIP
By: Relational Investors, LLC
Its: Account Manager under that
certain Management Agreement
dated July 1, 1998
By: /s/Ralph V. Whitworth
-----------------------------
Ralph V. Whitworth
Managing Member
MARYLAND STATE RETIREMENT AGENCY
By: Relational Investors, LLC
Its: Account Manager under that
certain Management Agreement
dated December 12, 1997
By: /s/Ralph V. Whitworth
-----------------------------
Ralph V. Whitworth
Managing Member
<PAGE> 6
SCHEDULE A
<TABLE>
<CAPTION>
SELLERS
Purchase
Seller's Name and Address(1) Shares Being Sold Price
- ---------------------------- ----------------- -----
Class A
<S> <C> <C>
The Carpenters Pension Trust for 1,111,900 $14,454,700
Southern California
Stinson Capital Partners, L.P. 1,048,100 13,625,300
The Common Fund 433,800 5,639,400
BCG Pension Plan 331,300 4,306,900
BK Capital Partners IV, L.P. 119,700 1,556,100
Stinson Capital Partners II, L.P. 87,300 1,134,900
United Brotherhood of Carpenters and 54,200 704,600
Joiners of America Local Unions and
Councils Pension Fund
Stinson Capital Fund (Cayman), Ltd. 38,800 504,400
TOTAL 3,225,100 $41,926,300
=========== ===========
</TABLE>
- --------
(1) The address for each Seller is:
c/o Richard C. Blum & Associates, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133
Attn: General Counsel
TEL: 415-434-1111
FAX: 415-434-3130
A-1
<PAGE> 7
SCHEDULE B
BUYERS
<TABLE>
<CAPTION>
Buyer's Name and Address (a) Shares Being Purchased Purchase Price
- ---------------------------- ---------------------- --------------
<S> <C> <C>
Relational Investors, LP 2,445,861 $31,796,193.00
Relational Partners, LP 269,734 3,506,542.00
Relational Coast Partners, LP 90,970 1,182,610.00
Relational Fund Partners, LP 63,409 824,317.00
Maryland State Retirement Agency 341,983 4,445,779.00
(Managed Account)
David H. Batchelder Trust 12,404 161,252.00
(Managed Account)
Henry W. Winship 739 9,607.00
--------- --------------
(Managed Account)
Total 3,225,100 $41,926,300.00
========= ==============
</TABLE>
Address:
- -----------------------------------------
For all Buyers the address is as follows:
c/o Relational Investors LLC
4330 La Jolla Village Drive, Suite 220
San Diego, CA 92122
Tel: (619) 597-9400
Fax: (619) 597-8200
B-1
