SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Transworld Home HealthCare, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
894081 10 8
(CUSIP Number)
Scott A. Shay, Hyperion Partners II L.P., 50 Charles Lindbergh
Blvd., Suite 500, Uniondale, NY 11553 (516) 745-6644
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 1996
(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-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 disclosure provided in a
prior cover page.
Page 1 of 12 Pages<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).
(Continued on following pages)
Page 2 of 12 Pages<PAGE>
Schedule 13D
CUSIP No. 894081 10 8 Page 3 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hyperion Partners II L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
-4,400,000- (1)(2)
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-4,400,000- (1)(2)
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-4,400,000- (2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.3%(2)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Power is exercised through its sole general partner,
Hyperion Ventures II L.P.
(2) Excludes 3,000,000 shares issuable upon exercise of
Warrants.<PAGE>
Schedule 13D
CUSIP No. 894081 10 8 Page 4 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hyperion Ventures II L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
-4,400,000- (1)(2)
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-4,400,000- (1)(2)
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-4,400,000- (1)(2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.3%(2)
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Solely in its capacity as the general partner of Hyperion
Partners II L.P.
(2) Excludes 3,000,000 shares issuable upon exercise of
Warrants.<PAGE>
Schedule 13D
CUSIP No. 894081 10 8 Page 5 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hyperion Funding II Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
-4,400,000- (1)(2)
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-4,400,000- (1)(2)
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-4,400,000- (1)(2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.3%(2)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Solely in its capacity as the sole general partner of
Hyperion Ventures II L.P., which is the sole general partner of
Hyperion Partners II L.P.
(2) Excludes 3,000,000 shares issuable upon exercise of
Warrants.<PAGE>
Schedule 13D
CUSIP No. 894081 10 8 Page 6 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lewis S. Ranieri
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
-4,400,000- (1)(2)
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-4,400,000- (1)(2)
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-4,400,000- (1)(2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.3%(2)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Solely in his capacity as Chairman and President, director
and shareholder of Hyperion Funding II Corp., which is the sole
general partner of Hyperion Ventures II L.P., which is the sole
general partner of Hyperion Partners II L.P.
(2) Excludes 3,000,000 shares issuable upon exercise of
Warrants.<PAGE>
Schedule 13D
CUSIP No. 894081 10 8 Page 7 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scott A. Shay
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
-4,400,000- (1)(2)
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-4,400,000- (1)(2)
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-4,400,000- (1)(2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.3%(2)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Solely in his capacity as Executive Vice President and
Assistant Secretary, director and shareholder of Hyperion Funding
II Corp., which is the sole general partner of Hyperion Ventures
II L.P., which is the sole general partner of Hyperion Partners
II L.P.
(2) Excludes 3,000,000 shares issuable upon exercise of
Warrants.
Page 8 of 12 Pages
CUSIP No. 894081 10 8
The Statement on Schedule 13D, dated June 6, 1996,
filed by the undersigned with the Securities and Exchange
Commission on June 7, 1996, relating to the Common Stock, par
value $0.01 per share, of Transworld Home HealthCare, Inc. (the
"Schedule 13D"), is hereby amended by adding thereto the
information set forth below. Capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to them
in the Schedule 13D, unless the context otherwise requires.
Item 2. Identity and Background.
Item 2 is hereby supplemented by addition of the
following:
On July 31, 1996, pursuant to the Unit Purchase
Agreement, the Fund purchased from Transworld an additional
3,800,000 Equity Units. DOH Approval has been received and,
accordingly, the Fund may exercise the Warrants included in the
Units purchased on May 29, 1996 and July 31, 1996.
Item 3. Source and Amount of Funds and Other Consideration.
Item 3 is hereby supplemented by addition of the
following:
On July 31, 1996, pursuant to the Unit Purchase
Agreement, the Fund purchased 3,800,000 Equity Units at a price
of $9.00 per Unit, for an aggregate purchase price of
$34,200,000. The funds for the purchase of such Units were
obtained from capital contributed to the Fund by its partners and
by offsetting amounts owed to the Fund under the Subordinated
Note and otherwise.
Item 4. Purpose of Transactions.
Pursuant to the Unit Purchase Agreement, upon the
closing of the purchase by the Fund of the Additional Units on
July 31, 1996, the Fund designated David M. Golush and Robert
Zalaznick to the Board of Directors of Transworld.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended by addition of the
following:
(a) The Fund owns 4,400,000 shares of Common Stock,
constituting approximately 44.3% of the outstanding Common Stock
Page 9 of 12 Pages<PAGE>
CUSIP No. 894081 10 8
(on the basis of 9,931,668 shares outstanding as of July 26,
1996). In addition, the Fund owns 3,000,000 Warrants.
DOH Approval has been received and, accordingly, the
Fund may exercise the Warrants. As a result of its right to
acquire Common Stock upon exercise of the Warrants, the Fund may
be deemed under Rule 13d-3(d)(1)(i)(A) under the Act, to own
beneficially 7,400,000 shares of Common Stock, constituting
approximately 57.2% of the outstanding Common Stock (on the basis
of 9,931,668 shares outstanding as of July 26, 1996).
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Pursuant to the Unit Purchase Agreement, upon the
closing of the purchase by the Fund of the Additional Units on
July 31, 1996, the Fund designated David M. Golush and Robert
Zalaznick to the Board of Directors of Transworld.
Page 10 of 12 Pages<PAGE>
CUSIP No. 894081 10 8
Signature
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is
true, complete and correct.
Dated: August 1, 1996
HYPERION PARTNERS II L.P.
By: Hyperion Ventures II L.P.,
its general partner
By: Hyperion Funding II Corp.,
its general partner
By: /s/ Scott A. Shay
Name: Scott A. Shay
Title: Executive Vice
President
HYPERION VENTURES II L.P.
By: Hyperion Funding II Corp.,
its general partner
By: /s/ Scott A. Shay
Name: Scott A. Shay
Title: Executive Vice
President
HYPERION FUNDING II CORP.
By: /s/ Scott A. Shay
Name: Scott A. Shay
Title: Executive Vice
President
/s/ Scott A. Shay
Scott A. Shay, as Attorney-in-Fact
for Lewis S. Ranieri
/s/ Scott A. Shay
Page 11 of 12 Pages<PAGE>
CUSIP No. 894081 10 8
EXHIBIT INDEX
1. Exhibit I - Agreement pursuant to Rule 13d-
1(f)(1)(iii), filed previously with
the statement on Schedule 13D dated
June 6, 1996
2. Exhibit II - Power of Attorney of Lewis S.
Ranieri, filed previously with the
statement on Schedule 13D dated
June 6, 1996
3. Exhibit III - Unit Purchase Agreement,
incorporated by reference from
Exhibit No. 10.56 to Annual Report
on Form 10-K for the fiscal year
ended October 31, 1995, filed by
Transworld
4. Exhibit IV - Note Purchase Agreement, incorpo-
rated by reference from Exhibit
No. 10.57 to Annual Report on Form
10-K for the fiscal year ended
October 31, 1995, filed by
Transworld
5. Exhibit V - Stock Restriction Agreement, filed
previously with the statement on
Schedule 13D dated June 6, 1996
6. Exhibit VI - Registration Rights Agreement,
incorporated by reference from
Exhibit No. 10.56 to Annual Report
on Form 10-K for the fiscal year
ended October 31, 1995, filed by
Transworld
7. Exhibit VII - Secured Credit Agreement dated as
of August 15, 1995, filed
previously with the statement on
Schedule 13D dated June 6, 1996
8. Exhibit VIII - Form of Security Agreement dated as
of August 15, 1995, filed
previously with the statement on
Schedule 13D dated June 6, 1996
Page 12 of 12 Pages
