UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDED AND RESTATED
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
TRANSWORLD HOME HEALTHCARE, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
894081108
(CUSIP Number)
Mr. Edward R. Mashek, Jr.
MKA & Associates, Inc.
8400 Baymeadows Way, Suite 3
Jacksonville, Florida 32256
(800) 352-1783
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 22, 1996
(Date of Event which Requires Filing of this
Amended and Restated Statement)
February 1, 1996
(Date of Event which Required Filing of the Original 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-1(b)(3) or
(4), check the following box [ ].
Check the following box if a fee is being paid with the statement.
[ ] (A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(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.
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>
SCHEDULE 13D
CUSIP No. 894081108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MKA & Associates, Inc.
593239252
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS: SC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER 7. SOLE VOTING POWER
OF 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 370,219
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
370,219
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
370,219
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.3%
14. TYPE OF REPORTING PERSON CO
<PAGE>
CUSIP No. 894081108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward R. Mashek, Jr.
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS: SC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER 7. SOLE VOTING POWER
OF 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 370,219
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
370,219
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: X
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
CUSIP No. 894081108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lorraine Andrews
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS: SC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER 7. SOLE VOTING POWER
OF 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 370,219
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
370,219
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: X
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
CUSIP No. 984081108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walter Kraemer
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS
SC, WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER 7. SOLE VOTING POWER
OF 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 380,219
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
380,219
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: X
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Amended and Restated statement on Schedule 13D, dated
October 31,1996 (the "Amended Schedule 13D"), amends and restates
the statement on Schedule 13D, dated February 16, 1996 (the
"Schedule 13D"), and relates to the Common Stock, par value $0.01
per share (the "Common Stock") of Transworld Home HealthCare, Inc.,
a New York corporation (the "Company"), and is being filed pursuant
to Rule 13d-1 under the Securities Exchange Act of 1934, as
amended. The address of the principal executive offices of the
Company is 11 Skyline Drive, Hawthorne, New York 10532.
ITEM 2. IDENTITY AND BACKGROUND
This Amended Schedule 13D is being filed by, and the Schedule
13D was filed by:
(a) MKA & Associates, Inc., a Florida corporation ("MKA").
The principal business and office address of MKA is Suite 3, 8400
Baymeadows Way, Jacksonville, Florida 32256. The principal
business of MKA is to operate as a holding company for certain
assets of its three shareholders, Edward R. Mashek, Jr., Lorraine
Andrews and Walter Kraemer. MKA has not, during the last five
years, been convicted in a criminal proceeding, or been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it was or is subject to
a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding of any violation with respect to such
laws.
(b) Edward R. Mashek, Jr., President of MKA, whose business
address is Suite 3, 8400 Baymeadows Way, Jacksonville, Florida
32256. In addition to serving as President of MKA, Mr. Mashek also
is an officer of other companies that provide health care services,
equipment and management. Mr. Mashek has not, during the last five
years, been convicted in a criminal proceeding, or been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he was or is subject to
a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding of any violation with respect to such
laws.
(c) Lorraine Andrews, Vice-President and Secretary of MKA,
whose business address is Suite 3, 8400 Baymeadows Way,
Jacksonville, Florida 32256. In addition to serving as
Vice-President and Secretary of MKA, Ms. Andrews also is an officer
of other companies that provide health care services, equipment and
management. Ms. Andrews has not, during the last five years, been
convicted in a criminal proceeding, or been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which she was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding of any violation with respect to such
laws.
(d) Walter Kraemer, Vice-President and Treasurer of MKA,
whose business address is Suite 3, 8400 Baymeadows Way,
Jacksonville, Florida 32256. In addition to serving as
Vice-President and Treasurer of MKA, Mr. Kraemer also is an officer
of other companies that provide health care services, equipment and
management. Mr. Kraemer has not, during the last five years, been
convicted in a criminal proceeding, or been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding of any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
MKA acquired, and Mr. Mashek, Ms. Andrews and Mr. Kraemer
might be deemed to have acquired, 370,219 shares of Common Stock
(the "Exchange Shares") in exchange for all the outstanding shares
in DermaQuest Surgical Supply, Inc., a Pennsylvania corporation,
pursuant to a Stock Purchase Agreement, dated November 1, 1994,
between Transworld Home HealthCare, Inc., Mr. Mashek, Ms. Andrews
and Mr. Kraemer, as amended on January 27, 1995, March 1, 1995,
November 1, 1995 and February 1, 1996 (the "Transaction"). A copy
of the November 1, 1994 Stock Purchase Agreement is attached to the
Schedule 13D as Exhibit B and incorporated herein by this
reference, a copy of the January 27, 1995 amendment to that
agreement is attached to the Schedule 13D as Exhibit C and
incorporated herein by this reference, a copy of the March 1, 1995
amendment to that agreement is attached to the Schedule 13D as
Exhibit D and incorporated herein by this reference, a copy of the
November 1, 1995 amendment to that agreement is attached to the
Schedule 13D as Exhibit E and incorporated herein by this
reference, and a copy of the February 1, 1996 amendment to that
agreement is attached to the Schedule 13D as Exhibit F and
incorporated herein by this reference. In addition, Mr. Kraemer
may be deemed to have acquired an additional 10,000 shares of the
Common Stock that were purchased by his wife, from her personal
funds. On August 12, 1994, Mrs. Kraemer purchased 7,000 shares of
the Common Stock at an aggregate purchase price of $63,634.50. On
August 22, 1994, Mrs. Kraemer purchased 3,000 shares of the Common
Stock at an aggregate purchase price of $26,119.50 On March 6,
1995, Mrs. Kraemer sold 5,000 shares of the Common Stock and
received $84,595.10. On December 29, 1995, Mrs. Kraemer purchased
5,000 shares for $8 5/8 per share. The 10,000 shares of Common
Stock that Mrs. Kraemer currently owns are referred to as the
"Kraemer Shares."
ITEM 4. PURPOSE OF TRANSACTION
Mr. Mashek, Ms. Andrews and Mr. Kraemer acquired the Exchange
Shares as compensation for the Transaction, and MKA took title to
those shares. As discussed below, a portion of the Exchange Shares
have been transferred to others, in satisfaction of pre-existing
obligations. With respect to the Exchange Shares currently held or
controlled by MKA, Mr. Mashek, Ms. Andrews and/or Mr. Kraemer, it
is anticipated that up to 30% of those Exchange Shares (excluding,
for purposes of this 30% calculation, any such of those Exchange
Shares that may have been allocated but remain undistributed to Mr.
Mashek, Ms. Andrews or Mr. Kraemer) will be sold prior to January
1, 1997, under the terms and conditions described below, in order
raise funds to pay certain taxes. To the extent he is deemed
beneficially to own the Kraemer Shares, Mr. Kraemer holds the
Kraemer Shares for purposes of investment.
MKA, Mr. Mashek, Ms. Andrews and Mr. Kraemer have distributed
121,482 of the Exchange Shares to six persons and entities who were
owed money by MKA in connection with prior transactions (including
the sale of DermaQuest) in which MKA was involved. An additional
33,815 of the Exchange Shares have been allocated to three of these
persons, but have not yet been distributed to them, because of the
possibility that certain of the Exchange Shares will need to be
returned to the Company based on, among other things, the ultimate
payment experience of accounts receivable on the books of
DermaQuest at the time of its acquisition by the Company. In
addition, MKA has allocated but not distributed 24,315 of the
Exchange Shares to the Company based on the payment experience to
date of such accounts receivable.
Pursuant to an agreement with four of the individuals to whom
Exchange Shares have been distributed (who collectively have
received 103,946 of the Exchange Shares), MKA continues to have the
authority to determine whether to sell or hold those Exchange
Shares, and will continue to have that authority until January 1,
1997. MKA previously authorized the sale of and sold 8,800 of the
Exchange Shares. MKA also previously has authorized the sale of
and sold 2,500 of the Exchange Shares distributed to Mr. Mashek and
Ms. Andrews (1,250 shares each). Until January 1, 1997, MKA
intends to sell up to 30% of: (i) the remaining 95,146 Exchange
Shares distributed to the four individuals discussed above, and
over which MKA continues to have dispositive authority; and (ii)
the Exchange Shares held by Mr. Mashek, Ms. Andrews and Mr. Kraemer
(excluding for purposes of the 30% calculation any such Shares that
may have been allocated but remain undistributed). Such Shares
shall be sold in an orderly distribution, subject to the conditions
discussed below. MKA retains no dispositive or other authority
with respect to the remaining 15,536 Exchange Shares that have been
distributed.
MKA, Mr. Mashek, Ms. Andrews and Mr. Kraemer currently intend
to sell up to 30% of the distributed Exchange Shares over which
they have dispositive authority by January 1, 1997, and intend to
effect an orderly disposition of those Shares, in order raise funds
to pay certain taxes. It currently is contemplated that such
Shares will be sold by one or more brokers, in transactions
intended not to disrupt the market for the Common Stock. Such
Shares will be sold by the broker or brokers only when the market
price for those Shares is at least $10.35 per Share, and when, in
the judgment of the broker or brokers, such sales will not disrupt
the market for the Common Stock.
Thereafter, MKA, Mr. Mashek, Ms. Andrews and Mr. Kraemer may
sell any or all of the remaining Exchange Shares over which they
have dispositive authority at any time or from time to time,
although they currently have no intention to do so.
In connection with the Transaction, the Company may be
required to pay additional amounts to Mr. Mashek, Ms. Andrews and
Mr. Kraemer as of February 1, 1997, and the Company is required to
pay 25% of any such additional amounts in the form of shares of
Common Stock. In addition, under certain circumstances, Mr.
Mashek, Ms. Andrews and Mr. Kraemer may have the right, at their
option, to receive additional payments from the Company in the form
of shares of Common Stock.
Except to the extent set forth above, or in any other Item
hereof, MKA, Mr. Mashek, Ms. Andrews and Mr. Kraemer do not have
any present plans or proposals that relate to or would result in
any of the actions required to be described in Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of February 1, 1996, MKA beneficially owned, and Mr.
Mashek and Ms. Andrews could be deemed to beneficially own, a total
of 370,219 shares of the Common Stock of the Company, constituting
approximately 7.3% of the shares of Common Stock then outstanding,
based on the 5,089,404 shares of Common Stock the Company reported
as outstanding as of January 22, 1996 in its Annual Report on Form
10-K for the fiscal year ending October 31, 1995. As of February
1, 1996, Mr. Kraemer could be deemed to beneficially own a total of
380,219 shares of the Common Stock of the Company, constituting
approximately 7.5% of the shares of Common Stock then outstanding,
based on the 5,089,404 shares of Common Stock the Company reported
as outstanding as of January 22, 1996 in its Annual Report on Form
10-K for the fiscal year ending October 31, 1995. Pursuant to Rule
13d-4 under the Securities Exchange Act of 1934, as amended (the
"Act"), Mr. Mashek, Ms. Andrews and Mr. Kraemer each declare that
their filing of this Amended Schedule 13D, and of the Schedule 13D,
shall not be construed as an admission that any such person is, for
the purposes of section 13(d) or 13(g) of the Act, the beneficial
owner of any securities covered by this Amended Schedule 13D or the
Schedule 13D.
According to the Company's most recent report of Form 10-Q for
the quarter ending July 31, 1996, the Company currently has
9,931,753 Shares outstanding, so that MKA, Mr. Mashek, Ms. Andrews
and Mr. Kraemer currently own, or may be deemed to own, less than
5% of the outstanding shares of Common Stock of the Company.
Accordingly, MKA, Mr. Mashek, Ms. Andrews and Mr. Kraemer will not
file any additional amendments to the Schedule 13D.
(b) As of February 1, 1996, MKA was the record owner of the
370,219 Exchange Shares. However, by virtue of their positions
with MKA (as discussed in Item 2), Mr. Mashek, Ms. Andrews and Mr.
Kraemer could be deemed to share voting and dispositive power with
respect to each of the Exchange Shares. Mrs. Kraemer is the record
owner of the 10,000 Kraemer Shares. However, by virtue of his
relationship with his wife, Mr. Kraemer could be deemed to share
voting and dispositive power with respect to each of the
Kraemer Shares.
In addition, as discussed in Item 4, MKA has transferred a
number of the Exchange Shares. And, as discussed above, MKA, Mr.
Mashek, Ms. Andrews and Mr. Kraemer currently own, or may be deemed
to own, less than 5% of the outstanding shares of Common Stock of
the Company.
(c) No transactions in the Common Stock were effected during
the 60 days preceding the filing of the Schedule 13D by MKA, Mr.
Mashek, Ms. Andrews or Mr. Kraemer, except to the extent that the
purchase of 5,000 of the Kraemer Shares by Mrs. Kraemer on December
29, 1995 could be deemed to also have been effected by Mr. Kraemer,
and except as otherwise described in this Schedule 13D. No
transactions in the Common Stock were effected during the 60 days
preceding the filing of the Amended Schedule 13D, except to the
extent that some of the Exchange Shares were distributed, as
discussed in Item 4, and some of the Exchange Shares so distributed
were sold, as also discussed in Item 4.
(d) Mrs. Kraemer has the right to receive, and the power to
direct the receipt of dividends from, and the proceeds from the
sale of, the Kraemer Shares. The persons to whom and entities to
which Exchange Shares were distributed (see Item 4) have the right
to receive, and the power to direct the receipt of dividends from,
and the proceeds from the sale of, the Exchange Shares distributed
to them. No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Exchange Shares of the Kraemer Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH
RESPECT TO SECURITIES OF THE ISSUER
The Company granted Mr. Mashek, Ms. Andrews and Mr. Kraemer
certain registration rights (the "Registration Rights") with
respect to the 370,219 Exchange Shares. The Registration Rights
are set forth on page 1, paragraph 3 of the February 1, 1996
amendment to the Stock Purchase Agreement, which is attached to the
Schedule 13D as Exhibit F. Pursuant to those Registration Rights,
the Company filed with the Securities and Exchange Commission (the
"Commission") a registration statement covering the 370,219
Exchange Shares, and the Commission declared that registration
statement effective on March 22, 1996.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following materials were filed as Exhibits to the Schedule
13D:
Exhibit A. Agreement, dated February 20, 1996, among MKA &
Associates, Mr. Mashek, Lorraine Andrews and Walter
Kraemer, agreeing, pursuant to Rule
13d-1(f)(1)(iii) under the Securities Exchange Act
of 1934, that the Schedule 13D of which this
Exhibit is a part is filed on behalf of all such
persons.
Exhibit B. Stock Purchase Agreement, dated November 1, 1994,
between Transworld Home HealthCare, Inc., Mr.
Mashek, Ms. Andrews and Mr. Kraemer.
Exhibit C. Agreement, dated January 27, 1995, among Transworld
Home HealthCare, Inc., Mr. Mashek, Ms. Andrews and
Mr. Kraemer, and contented to and approved by
Banque Paribas, Banque Colbert and Shawmut Bank.
Exhibit D. DermaQuest Amendment Agreement, dated March 1,
1995, among Transworld Home Healthcare, Mr. Mashek,
Walter Kraemer, Lorraine Andrews and E/L
Associates.
Exhibit E. DermaQuest Amendment Agreement, dated November 1,
1995, between Transworld Home HealthCare, Inc., Mr.
Mashek, Ms. Andrews and Mr. Kraemer.
Exhibit F. Agreement, dated February 1, 1996, among Edward
Mashek, Walter Kraemer, Lorraine Andrews,
Transworld Home Health Care, Inc. and Dermaquest
Surgical Supply, Inc.
<PAGE>
Signature
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.
November 18, 1996
/s/ Edward R. Mashek, Jr.
- -------------------------
Signature
MKA & Associates, Inc.
By: Edward R. Mashek, Jr.
President
<PAGE>
Signature
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.
November 18, 1996
/s/ Edward R. Mashek, Jr.
- -------------------------
Signature
Edward R. Mashek, Jr.
<PAGE>
Signature
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.
November , 1996
/s/ Lorraine Andrews
- --------------------
Signature
Lorraine Andrews
<PAGE>
Signature
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.
November , 1996
/s/ Walter Kraemer
- --------------------
Signature
Walter Kraemer
