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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.
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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 Investments III, L.P 36-3910328
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): WC
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: 1,158,621 (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: 1,158,621 (See Items 5 and 6)
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,158,621
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):....................................
13. Percent of Class Represented by Amount in Row (11): 10.2 %
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): 00.......................
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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ITEM 1:SECURITY AND ISSUER
This statement is being jointly filed by EJ Financial Investments III,
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 212, Bannockburn, Illinois 60015.
ITEM 2:IDENTITY AND BACKGROUND
(i) The Limited Partnership, a Delaware limited partnership, was organized
on September 9, 1993 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 least 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.
(ii) (a) John N. Kapoor
(b) 225 East Deerpath Road, Suite 250, Lake Forest, Illinois 60015
(c) President of EJ Financial Enterprises, 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 Partnership has used cash on hand to acquire 1,158,621
shares of the Common Stock of the Issuer (the "Shares") at an aggregate
price of $4,200,000 representing a per share price of $3.625.
ITEM 4:PURPOSE OF TRANSACTION
The Limited Partnership has acquired 886,875 shares of the Issuer's
common stock from the John N. Kapoor Trust (the "JNK Trust"), of which
Kapoor is the sole beneficiary and sole trustee, and 271,746 shares of
the Issuer's common stock from the Editha Kapoor Trust (the "EK
Trust"), of which Editha Kapoor, Kapoor's spouse, is the sole
beneficiary and sole trustee. Kapoor is the Managing General Partner of
the Limited Partnership with sole power to vote and to sell the Shares.
The purpose of the transaction was to facilitate certain
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financial planning on behalf of Kapoor, his family and certain
affiliated interests by transferring the Shares from the JNK Trust
and the EK 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, in
exchange for cash. 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 AND SECURITIES OF THE ISSUER
(a) The Limited Partnership is the record and beneficial owner of
1,158,621 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 1,158,621
shares. In addition, Kapoor, through the JNK Trust, of which
he is sole beneficiary and sole trustee, and through the
Kapoor Family Partnership, L.P., EJ Financial/OCI Management,
L.P. and EJ Financial Investments II, L.P., in each of which
Kapoor is the managing general partner, beneficially owns an
additional 5,082,874 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
1,158,621 shares of Issuer's common stock. Based on the number
of shares of Issuer's common stock outstanding as of July 31,
1999, such 1,158,621 shares represents approximately 10.2 % 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: 1,158,621
(ii) Shared voting power: 0
(iii) Sole dispositive power: 1,158,621
(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.
1. On October 5, 1999 ownership of 1,158,621 shares was
transferred to the Limited Partnership in private transactions
as described in Item 4 above.
(d) Not applicable.
(e) Not applicable.
ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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
Parties 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 Statement on 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 INVESTMENTS III, 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 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 Option Care, Inc. and hereby affirm
that such Schedule 13D is being filed on behalf of each of the undersigned.
DATED: October 5, 1999
Chicago, Illinois EJ FINANCIAL INVESTMENTS III, L.P.
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
