SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
April 21, 1997
(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.
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)
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
-9,415,333- (1)(2)
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-9,415,333- (1)(2)
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-9,415,333- (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)
62.3% (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 (1) 3,000,000 shares issuable upon exercise of
Warrants; and (2) 1,234,176 shares subject to purchase under
a Stock Purchase Agreement.
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
-9,415,333- (1)(2)
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-9,415,333- (1)(2)
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-9,415,333- (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)
62.3% (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 (1) 3,000,000 shares issuable upon exercise of
Warrants; and (2) 1,234,176 shares subject to purchase under
a Stock Purchase Agreement.
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
-9,415,333- (1)(2)
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-9,415,333- (1)(2)
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-9,415,333- (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)
62.3% (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 (1) 3,000,000 shares issuable upon exercise of
Warrants; and (2) 1,234,176 shares subject to purchase under
a Stock Purchase Agreement.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hyperion TW Fund 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
-4,116,456- (1)
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-4,116,456- (1)
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-4,116,456-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.3%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Power is exercised through its sole general partner,
Hyperion TW LLC.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hyperion TW LLC
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
-4,116,456- (1)
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-4,116,456- (1)
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-4,116,456-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.3%
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Solely in its capacity as the general partner of Hyperion TW
Fund L.P.
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
-9,415,333- (1)(2)
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-9,415,333- (1)(2)
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-9,415,333- (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)
62.3% (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., which
is the sole managing member of Hyperion TW LLC, which is the
sole general partner of Hyperion TW Fund L.P.
(2) Excludes (1) 3,000,000 shares issuable upon exercise of
Warrants; and (2) 1,234,176 shares subject to purchase under
a Stock Purchase Agreement.
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
-9,415,333- (1)(2)
9 SOLE DISPOSITIVE POWER -0-
10 SHARED DISPOSITIVE POWER
-9,415,333- (1)(2)
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-9,415,333- (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)
62.3% (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., which is the sole managing
member of Hyperion TW LLC, which is the sole general partner
of Hyperion TW Fund L.P.
(2) Excludes (1) 3,000,000 shares issuable upon exercise of
Warrants; and (2) 1,234,176 shares subject to purchase under
a Stock Purchase Agreement.
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., as
amended by Amendment No. 1 thereto, dated August 1, 1996,
Amendment No. 2 thereto, dated January 23, 1997 and Amendment No.
3 thereto, dated April 14, 1997 (the "Schedule 13D"), is hereby
further 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 5. Interest in Securities of the Issuer.
Item 5(a) is hereby supplemented by addition of the
following:
(a) Pursuant to the March 1997 TW Stock Purchase
Agreement the TW Fund purchased from Transworld 4,116,456 shares
of Common Stock. Accordingly, the Fund beneficially owns
9,415,333 shares of Common Stock (of which 5,298,877 shares are
owned directly by the Fund and 4,116,456 shares are owned
directly by the TW Fund), constituting approximately 62.3% of the
outstanding Common Stock (on the basis of 15,104,056 shares
outstanding as of April 24, 1997). In addition, (i) the Fund
owns 3,000,000 Warrants; and (ii) pursuant to the March 1997 Fund
Purchase Agreement, the Fund has agreed, upon satisfaction of the
conditions set forth therein, to purchase an additional 1,234,176
shares of Common Stock.
As a result of its right to acquire Common Stock upon
exercise of the Warrants and pursuant to the March 1997 Fund
Purchase Agreement, the Fund may be deemed under Rule 13d-
3(d)(1)(i)(A) under the Act, to own beneficially 13,649,509
shares of Common Stock, constituting approximately 70.6% of the
outstanding Common Stock (on the basis of 15,104,056 shares
outstanding as of April 24, 1997).
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: May 5, 1997
HYPERION TW FUND L.P.
By: HYPERION TW LLC,
its General Partner
By: HYPERION PARTNERS II L.P.,
its Managing Member
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 TW LLC,
By: HYPERION PARTNERS II L.P.,
its Managing Member
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 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
Scott A. Shay
