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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
OPTION CARE, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01
- --------------------------------------------------------------------------------
(Title of Class of Securities)
683948 10 3
- --------------------------------------------------------------------------------
(CUSIP Number)
Mr. Kevin Harris, 225 East Deerpath Road, Lake Forest, IL 60045 (847) 295-8665
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 4, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 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 Sections 240.13d-7
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 its 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
PAGE 1 OF 5 PAGES
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SCHEDULE 13D
CUSIP NO. 683948 10 3 PAGE 2 OF 6 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EJ Financial/OCI Management, L.P. 36-4276322
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
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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
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7 SOLE VOTING POWER
NUMBER OF
3,136,228
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
3,136,228
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,136,228
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP NO. 683948 10 3 PAGE 3 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John N. Kapoor
- --------------------------------------------------------------------------------
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
United States
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7 SOLE VOTING POWER
NUMBER OF
5,969,749
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
5,969,749
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,969,749
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
PAGE 4 OF 6 PAGES
Item 1. Security and Issuer.
This statement is being jointly filed by EJ Financial/OCI Management,
L.P. (the "Limited Partnership") and the Managing General Partner of
the Limited Partnership, John N. Kapoor ("Kapoor") and relates to the
Common Stock, par value $0.01 of Option Care, Inc. (the "Company" or
"Issuer") the principal office of which is located at 100 Corporate
North, Suite 213, Bannockburn, Illinois 60015.
Item 2. Identity and Background.
The Limited Partnership, a Delaware limited partnership, was organized
in December, 1998 for the purpose of acquiring, owning, managing and
selling property for investment purposes. The principal office of the
Limited Partnership is 225 East Deerpath Road, Suite 250, Lake Forest,
Illinois 60015. Within the last five years, the Limited Partnership
has not been convicted of any criminal proceeding nor been subject to
any final order or decree 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.
(a) John N. Kapoor
(b) 225 East Deerpath Road, Suite 250,
Lake Forest, Illinois 60015
(c) President of EJ Financial Investments, Inc., 225
East Deerpath Road, Lake Forest, Illinois
(d) No
(e) No
(f) United States
Item 3. Source and Amount of Funds or Other Consideration.
The limited partners of Limited Partnership have each given notes (the
"Notes") in the aggregate amount of $349,989 to the John N. Kapoor
Trust dtd 9/20/89, (the "Trust") of which Kapoor is the sole Trustee
and sole beneficiary. The Notes will be repaid from the outside
resources of the limited partners of the Limited Partnership.
Item 4. Purpose of Transaction.
The Limited Partnership has acquired 3,136,228 shares of the Issuer's
common stock (the "Shares") from the Trust, of which Kapoor is the sole
beneficiary and sole trustee. Kapoor is also the Managing General
Partner of the Limited Partnership with sole power to vote and to sell
the Shares. The Editha Kapoor 1995 Trust, of which Kapoor's spouse,
Editha Kapoor is the sole trustee, is also named as a general partner,
but has no authority to bind the Limited
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PAGE 5 OF 6 PAGES
Partnership nor to act on its behalf. The purpose of the transaction
was to facilitate certain estate planning actions on behalf of Kapoor
by transferring the Shares from the Trust to the Limited Partnership,
the limited partners of which are all individuals or trusts established
for individuals who have a family relationship with Kapoor or Kapoor's
spouse. The Shares have been acquired for investment purposes only.
Although the Reporting Persons have not formulated any definitive
plans, they may from time to time acquire, or dispose of, common stock
and/or other securities of the Issuer if and when they deem it
appropriate. The Reporting Persons may formulate other purposes, plans
or proposals relating to any of such securities of the Issuer to the
extent deemed advisable in light of market conditions, investment
policies and other factors. Except as indicated in this Schedule 13D,
the Reporting Persons have no current plans or proposals which would
relate to or would result in any of the matters described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Limited Partnership is the record and beneficial owner of
3,136,228 shares of the Issuer's common stock. Kapoor, being the
Managing General Partner of the Limited Partnership, is also
deemed to be the beneficial owner of such 3,136,228 shares. In
addition, Kapoor, through the John N. Kapoor Trust, dated 9/20/98
(the "Trust") of which he is the sole beneficiary and sole
trustee, and through the Kapoor Family Partnership, L.P. and EJ
Financial Investments, II L.P., in each of which Kapoor is the
managing general partner, beneficially owns an additional
2,833,521 shares. Accordingly, pursuant to Rule 13d-3 under the
Exchange Act, as of the date hereof, the Limited Partnership would
be deemed beneficial owner of 3,136,228 shares of NeoPharm common
stock. Based on the number of shares of Issuer's common stock
outstanding as of December 31, 1998, such 3,136,228 shares
represents approximately 28.5 % no understanding of the Issuer's
issued and outstanding common stock. In addition, Kapoor, again in
accordance with Rule 13d-3, would be deemed beneficial owner of
5,969,749 shares which constitute, based on the number of shares
of NeoPharm common stock outstanding as of December 31, 1998,
approximately 54.2 % of the NeoPharm common stock.
(b) The number of shares of Issuer common stock which each Reporting
Person has:
1. Limited Partnership.
(i) Sole voting power: 3,136,228
(ii) Shared voting power: 0
(iii) Sole dispositive power: 3,136,228
(iv) Shared dispositive power: 0
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PAGE 6 OF 6 PAGES
2. Kapoor(1)
(i) Sole voting power: 5,969,749
(ii) Shared voting power: 0
(iii) Sole dispositive power: 5,969,749
(iv) Shared dispositive power: 0
(c) The following transactions were made in the 60 days prior to
February 28, 1999.
1. On February 4, 1999 ownership of 3,136,228 shares was transferred to
the Limited Partnership in a private transaction as described in Item
4 above.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship With respect to
Securities of the Issuer.
There is no contract, arrangement, understanding or relationship
between the reporting parties and any other person with respect to the
Securities of the Issuer.
Item 7. Materials to be Filed as Exhibits.
Exhibit A - Copy of an Agreement between the Limited Partnership and
Kapoor to file this Statement on Schedule 13D on behalf of each of
them.
- ---------------
(1) The amounts shown for Kapoor do not include 271,746 shares which are held
by the Editha Kapoor Trust of which the sole trustee is Editha Kapoor, Kapoor's
spouse. Kapoor does not have voting or dispositive power with respect to such
shares and thus has no beneficial interest for purposes of Rule 13d-3.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in the Statement is true,
correct and complete.
DATED: February 4, 1999
Chicago, Illinois
EJ FINANCIAL/OCI MANAGEMENT, L.P.
BY: /s/ John N. Kapoor
---------------------------------
JOHN N. KAPOOR
Its Managing General Partner
/s/ John N. Kapoor
DATED: February 4, 1999 ---------------------------------
Chicago, Illinois JOHN N. KAPOOR
7
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EXHIBIT A
AGREEMENT
TO
JOINTLY FILE SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with regulatory
authorities a Schedule 13D and any future amendments thereto reporting each of
the undersigned's ownership of Securities of NeoPharm, Inc. and hereby affirm
that such Schedule 13D is being filed on behalf of each of the undersigned.
DATED: February 4, 1999
Chicago, Illinois E.J. FINANCIAL/OCI MANAGEMENT L.P.
BY: /s/ John N. Kapoor
--------------------------------------
JOHN N. KAPOOR
Its Managing General Partner
DATED: February 4 , 1999 /s/ John N. Kapoor
Chicago, Illinois -------------------------------------
JOHN N. KAPOOR
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