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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. 1)*
OPTION CARE, INC.
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(Name of Issuer)
Common Stock, $0.01
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(Title of Class of Securities)
683948 10 3
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(CUSIP Number)
Mr. Kevin Harris, 225 East Deerpath Road, Lake Forest, IL 60045 (847) 295-8665
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(Name, Address and Telephone Number of the Person
Authorized to Receive Notices and Communications)
October 5, 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 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
Section 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.
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CUSIP No. 683948 10 3
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
EJ Financial/OCI Management, L.P 36-4276322
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)...........................................................
(b)...........................................................
3. SEC Use Only..................................................
4. Source of funds (See Instructions): ..........................
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) ........................................
6. Citizenship of Place of Organization: Delaware
7. Sole Voting Power: 3,136,228 (See Items 5
and 6)
Number of
Shares Beneficially 8. Number of Shares Beneficially Owned by Each
Owned by Each Reporting Person with Shared Voting Power: 0
Reporting Person
with: 9. Sole Dispositive Power: 3,136,228 (See Items
5 and 6)
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,136,228
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):....................................
13. Percent of Class Represented by Amount in Row (11): 27.65 %
14. Type of Reporting Person (See Instructions): PN
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CUSIP No. 683948 10 3
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
John N. Kapoor
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)...........................................................
(b)...........................................................
3. SEC Use Only:.................................................
4. Source of funds (See Instructions): ..........................
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e): .......................................
6. Citizenship of Place of Organization: United States
7. Sole Voting Power: 6,241,495 (See Items 5
and 6)
Shares Beneficially 8. Number of Shares Beneficially Owned by Each
owned by Each Reporting Person with Shared Voting Power: 0
Reporting Person
with: 9. Sole Dispositive Power: 6,241,495 (See Items
5 and 6)
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
6,241,495
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): ...................................
13. Percent of Class Represented by Amount in Row (11): 55 %
14. Type of Reporting Person (See Instructions): IN
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This Amendment No. 1 to Schedule 13D is filed jointly by E.J.
Financial/OCI Management, L.P., a Delaware limited partnership (the "Limited
Partnership") and John N. Kapoor, Managing General Partner of the Limited
Partnership ("Kapoor"), relates to the common stock, par value $0.01 of
Option Care, Inc. (the "Company" or "Issuer") and is being filed pursuant to
Rule 13d-2 of the General Rules and Regulations under the Securities Act of
1934, as amended (the "Exchange Act"). Capitalized terms used herein have the
meanings set forth in the Schedule 13D to which this amendment relates.
ITEM 5 - INTEREST AND 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., EJ
Financial Investments II, L.P. and EJ Financial Investments III,
L.P., in each of which Kapoor is the managing general partner, he
beneficially owns an additional 3,105,267 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 Issuer's common stock. Based on the number
of shares of Issuer's common stock outstanding as of July 31,
1999, such 3,136,228 shares represents approximately 27.65 % 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 6,241,495 shares which constitute, based on
the number of shares of the Issuer's common stock outstanding as
of July 31, 1999, approximately 55 % of the Issuer's 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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2. Kapoor
(i) Sole voting power: 6,241,495
(ii) Shared voting power: 0
(iii) Sole dispositive power: 6,241,495
(iv) Shared dispositive power: 0
(c) The following transactions were made in the 60 days prior to October 5,
1999.
On October 5, 1999, Kapoor, as the sole beneficiary and sole
trustee of the John N. Kapoor Trust, caused 886,875 shares of
Issuer's common stock to be transferred, at a price of $3.625
per share, to E.J. Financial Investments III, L.P., a limited
partnership of which Kapoor is Managing General Partner. On
the same date, Editha Kapoor, Kapoor's spouse, caused 271,746
shares of the Issuer's common stock to be transferred, at a
price of $3.625 per share, to E.J. Financial Investments III,
L.P., of which her husband is Managing General Partner and in
which she, though named a general partner, lacks any
investment or dispositive power or any other power to bind
such limited partnership. Kapoor had previously disclaimed
ownership of the 271,746 shares held in his wife's trust.
(d) Not applicable.
(e) Not applicable.
ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH REPORT
TO SECURITIES OF THE ISSUER.
Other than as described in response to Item 5(a), there is no
contract, arrangement, understanding or relationship between the
Reporting Persons and any other person with respect to the Securities
of the Issuer.
ITEM 7 - MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Copy of an Agreement between the Limited Partnership and
Kapoor to file this Amendment No. 1 to Schedule 13D on behalf
of each of them.
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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.
DATED: October 5, 1999 EJ FINANCIAL/OCI MANAGEMENT, L.P.
Chicago, Illinois
BY: /s/ JOHN N. KAPOOR
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JOHN N. KAPOOR
Its Managing General Partner
/s/ JOHN N. KAPOOR
DATED: October 5, 1999 --------------------------------
Chicago, Illinois JOHN N. KAPOOR
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EXHIBIT 1
AGREEMENT
TO
JOINTLY FILE AMENDMENT NO. 1 TO SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with regulatory
authorities an Amendment No. 1 to Schedule 13D and any future amendments
thereto reporting each of the undersigned's ownership of securities of Option
Care, Inc. and hereby affirm that such Amendment No. 1 to Schedule 13D is
being filed on behalf of each of the undersigned.
DATED: October 5, 1999 EJ FINANCIAL/OCI MANAGEMENT, L.P.
Chicago, Illinois
BY: /s/ JOHN N. KAPOOR
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JOHN N. KAPOOR
Its Managing General Partner
DATED: October 5, 1999 /s/ JOHN N. KAPOOR
Chicago, Illinois ----------------------------------
JOHN N. KAPOOR
