SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CareAdvantage, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class and Securities)
14166N100
(CUSIP Number)
Barry Weinberg
c/o CW Group
1041 Third Avenue
New York, New York 10021
(212) 308-5266
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 27, 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: [ ].
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.
(Continued on following pages)
Page 1 of 25 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 14166N100 Page 2 of 25 Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CW 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 ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES 7 SOLE VOTING POWER
37,784,087 shares, except that the
general partner of CW Ventures II, L.P.
may be deemed to have shared power to
vote these shares.
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
No shares
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
37,784,087 shares, except that the
general partner of CW Ventures II, L.P.
may be deemed to have shared power to
dispose of these shares.
10 SHARED DISPOSITIVE POWER
No shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,784,087 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* [x]
Excludes shares beneficially owned by Blue Cross and Blue
Shield of New Jersey, Inc.
("BCBSNJ"). See Item 5.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
45.9%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 14166N100 Page 3 of 25 Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CW Partners III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES 7 SOLE VOTING POWER
No shares
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
No shares, but may be deemed to have shared
power to vote a total of 37,784,087 shares by
reason of being the general partner of CW
Ventures II, L.P.
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
No shares
10 SHARED DISPOSITIVE POWER
No shares, but may be deemed to have shared
power to dispose of a total of 37,784,087
shares by reason of being the general partner
of CW Ventures II, L.P.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,784,087 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* [X]
Excludes shares beneficially owned by BCBSNJ. See Item 5.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
45.9%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 14166N100 Page 4 of 25 Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Charles Hartman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES 7 SOLE VOTING POWER
No shares
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
No shares, but may be deemed to have
shared power to vote a total of 37,784,087
shares by reason of being a general partner
of the general partner of CW Ventures II, L.P.
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
No shares
10 SHARED DISPOSITIVE POWER
No shares, but may be deemed to have
shared power to dispose of a total of
37,784,087 shares by reason of being a
general partner of the general partner of
CW Ventures II, L.P.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,784,087 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* [X]
Excludes shares beneficially owned by BCBSNJ. See Item 5.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
45.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 14166N100 Page 5 of 25 Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Walter Channing
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES 7 SOLE VOTING POWER
No shares
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
No shares, but may be deemed to have
shared power to vote a total of 37,784,087
shares by reason of being a general partner
of the general partner of CW Ventures II, L.P.
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
No shares
10 SHARED DISPOSITIVE POWER
No shares, but may be deemed to have
shared power to dispose of a total of
37,784,087 shares by reason of being a
general partner of the general partner of
CW Ventures II, L.P.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,784,087 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* [x]
Excludes shares beneficially owned by BCBSNJ. See Item 5.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
45.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 14166N100 Page 6 of 25 Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Barry Weinberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES 7 SOLE VOTING POWER
No shares
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
No shares, but may be deemed to have
shared power to vote a total of 37,784,087
shares by reason of being a general partner
of the general partner of CW Ventures II, L.P.
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
No shares
10 SHARED DISPOSITIVE POWER
No shares, but may be deemed to have
shared power to dispose of a total of
37,784,087 shares by reason of being a
general partner of the general partner of
CW Ventures II, L.P.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,784,087 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* [X]
Excludes shares beneficially owned by BCBSNJ. See Item 5.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
45.9%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
AMENDMENT NO. 1
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed by (i) CW Ventures II, L.P. ("CW
Ventures"), a New York limited partnership, (ii) CW Partners III,
L.P. ("CW Partners"), a New York limited partnership and the
general partner of CW Ventures, (iii) Walter Channing ("Channing"),
a general partner of CW Partners, (iv) Charles Hartman ("Hartman"),
a general partner of CW Partners, and (v) Barry Weinberg
("Weinberg"), a general partner of CW Partners. The business
address of CW Ventures, CW Partners, Channing, Hartman and Weinberg
(collectively, the "Reporting Persons") is 1041 Third Avenue, New
York, NY 10021. None of the Reporting Persons have, during the
last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been
a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding 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 any violation with
respect to such laws. Channing, Hartman and Weinberg are citizens
of the United States of America.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) CW Ventures is the direct beneficial owner of
37,784,087 shares (the "Shares") of common stock, par value $.001
per share (the "Common Stock"), of CareAdvantage, Inc. (the
"Company"), representing approximately 45.9% of the outstanding
shares of Common Stock of the Company.
Under the definition of "beneficial ownership" in Rule
13d-3 of the rules and regulations under the Securities Exchange
Act of 1934 (the "Act"), CW Partners, Channing, Hartman and
Weinberg may be deemed to be the beneficial owners (together with
CW Ventures) of the Shares because CW Partners is the general
partner of CW Ventures (a limited partnership) and because
Channing, Hartman and Weinberg are the general partners of CW
Partners (a limited partnership). CW Partners, Channing, Hartman
and Weinberg, however, disclaim beneficial ownership of the Shares
other than the beneficial ownership attributable to their
respective direct and indirect partnership interests in CW
Ventures. The 37,784,087 shares of Common Stock beneficially owned
by CW Ventures consists of: 29,817,423 shares of Common Stock;
7,799,997 shares of Common Stock issuable upon exchange of the $2
million principal amount 8% Exchangeable Notes due June 30, 1998
issued to CW Ventures on February 22, 1996 (the "CW Exchangeable
Notes") by CareAdvantage Health Systems, Inc. ("CAHS"); and 166,667
shares of Common Stock underlying warants issued by the Company to
CW Ventures on January 2, 1996. The Shares do not include the
1,716,667 shares of Common Stock for which CW Ventures held proxies
to vote, which proxies have expired. All share amounts reported in
this Statement reflect the 1-for-6 stock split effected by the
Company in September 1996.
The Reporting Persons may be deemed members of a "group",
as such term is used in Section 13(d)(3) of the Act, with
Enterprise Holding Company, Inc. ("EHC") and Blue Cross and Blue
Shield of New Jersey, Inc. ("BCBSNJ") by virtue of entering into
and performing the Stockholders' Agreement, dated as of February
22, 1996, by and among the Company, BCBSNJ and CW Ventures. EHC is
a wholly owned subsidiary of BCBSNJ, and hereinafter EHC and BCBSNJ
will together be referred to as BCBSNJ. BCBSNJ reports that it
beneficially owns 37,617,420 shares of Common Stock, representing
approximately 50.6% of the outstanding Common Stock of the Company.
The Reporting Persons, however, disclaim membership in a group with
BCBSNJ for the purpose of Section 13(d) of the Act or for any other
purpose.
(b) For information with respect to the power to vote or
direct the vote and the power to dispose or to direct the
disposition of the Shares beneficially owned by each of the
Reporting Persons, see Rows 7-10 of the cover page for each such
Reporting Person. See also the response to Item 5(a) above.
(c) On February 27, 1997, in connection with the
Company's failure to realize certain revenue and earnings levels
during its most recently completed fiscal year, the Company issued
25,914,222 shares of Common Stock to CW Ventures and 24,242,337
shares of Common Stock to BCBSNJ, pursuant to the terms of the CW
Exchangeable Notes and similar $3.6 million principal amount 8%
Exhangeable Notes due June 30, 1998 issued by CAHS to BCBSNJ on
February 22, 1996.
(d) No person other than the Reporting Persons 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 Common Stock
beneficially owned by any Reporting Person.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Joint Filing Agreement of Reporting Persons dated as of March
1, 1996.*
2. Power of Attorney (included in Exhibit 1).*
3. Stockholders' Agreement dated as of February 22, 1996 among
the Company, CW Ventures and EHC.*
4. Registration Rights Agreement dated as of February 22, 1996
among the Company, CW Ventures and EHC.*
5. Securities Purchase Agreement dated as of February 22, 1996
among the Company, CAHS and CW Ventures (including the form of
CW Exchangeable Note attached as an Exhibit thereto).*
6. Warrant Agreement dated as of January 2, 1996 between the
Company and CW Ventures (including the form of Warrant
attached as Exhibit A thereto).*
7. Proxy dated February 22, 1996 made by John Petillo in favor of
CW Ventures.*
8. Proxy dated February 22, 1996 made by the Company in favor of
CW Ventures.*
9. Letter of Intent dated as of January 2, 1996 among the
Company, CAHS and CW Ventures.*
10.Letter Agreement dated as of February 22, 1996 among the
Company, CAHS, CHCM, EHC, BCBSNJ and CW Ventures (relating to
the collateral securing the CW Exchangeable Notes and the EHC
Exchangeable Notes).*
11.Schedule 13D filed by the Reporting Persons reflecting the
acquisition of shares of the Company by the Reporting Persons
on February 22, 1996.
_______________
* Filed previously.<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in
this Statement is true, complete and correct.
Dated: March 7, 1997
CW VENTURES II, L.P.
By: CW PARTNERS III, L.P.,
General Partner
By:/s/ Barry Weinberg
Barry Weinberg
General Partner
CW PARTNERS III, L.P.
By:/s/ Barry Weinberg
Barry Weinberg
General Partner
_______________*_______________
Walter Channing
_______________*_______________
Charles Hartman
/s/ Barry Weinberg
Barry Weinberg
*By:/s/ Barry Weinberg
Barry Weinberg
As Attorney-in-Fact
<PAGE>
EXHIBIT 11
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.___)
CareAdvantage, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class and Securities)
14166N100
(CUSIP Number)
Barry Weinberg
c/o CW Group
1041 Third Avenue
New York, New York 10021
(212) 308-5266
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 22, 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 this Statement
[x]. (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.
(Continued on following pages)
Page 1 of 141 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 14166N100 Page 2 of Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CW 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 ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES 7 SOLE VOTING POWER
81,519,184 shares, except that the general
partner of the Reporting Person may be
deemed to have shared power to vote these
shares.
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
No shares
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
81,519,184 shares, except that the general
partner of the Reporting Person may be
deemed to have shared power to dispose of
these shares.
10 SHARED DISPOSITIVE POWER
No shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,519,184 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
72.17%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 14166N100 Page 3 of Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CW Partners III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES 7 SOLE VOTING POWER
No shares
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
No shares, but may be deemed to have
shared power to vote a total of 81,519,184
shares by reason of being the general
partner of CW Ventures II, L.P.
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
No shares
10 SHARED DISPOSITIVE POWER
No shares, but may be deemed to have
shared power to dispose of a total of
81,519,184 shares by reason of being the
general partner of CW Ventures II, L.P.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,519,184 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
72.17%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 14166N100 Page 4 of Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Charles Hartman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES 7 SOLE VOTING POWER
No shares
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
No shares, but may be deemed to have
shared power to vote a total of 81,519,184
shares by reason of being a general partner
of the general partner of CW Ventures II,
L.P.
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
No shares
10 SHARED DISPOSITIVE POWER
No shares, but may be deemed to have
shared power to dispose of a total of
81,519,184 shares by reason of being a
general partner of the general partner of
CW Ventures II, L.P.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,519,184 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
72.17%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 14166N100 Page 5 of Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Walter Channing
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES 7 SOLE VOTING POWER
No shares
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
No shares, but may be deemed to have
shared power to vote a total of 81,519,184
shares by reason of being a general partner
of the general partner of CW Ventures II,
L.P.
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
No shares
10 SHARED DISPOSITIVE POWER
No shares, but may be deemed to have
shared power to dispose of a total of
81,519,184 shares by reason of being a
general partner of the general partner of
CW Ventures II, L.P.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,519,184 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
72.17%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 14166N100 Page 6 of Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Barry Weinberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES 7 SOLE VOTING POWER
No shares
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
No shares, but may be deemed to have
shared power to vote a total of 81,519,184
shares by reason of being a general partner
of the general partner of CW Ventures II,
L.P.
REPORTING
PERSON
WITH 9 SOLE DISPOSITIVE POWER
No shares
10 SHARED DISPOSITIVE POWER
No shares, but may be deemed to have
shared power to dispose of a total of
81,519,184 shares by reason of being a
general partner of the general partner of
CW Ventures II, L.P.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,519,184 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
72.17%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, $.001 par
value per share (the "Common Stock"), of CareAdvantage, Inc., a
Delaware corporation ("CareAdvantage" or the "Company"). The
principal executive offices of the Company are located at
Metropolitan Corporate Center, 485-C Route 1 South, Iselin, NJ
08830.
Item 2. Identity and Background
This Statement is filed by (i) CW Ventures II, L.P. ("CW
Ventures"), a New York limited partnership, (ii) CW Partners III
("CW Partners"), a New York general partnership and the general
partner of CW Ventures, (iii) Walter Channing ("Channing"), a
general partner of CW Partners, (iv) Charles Hartman ("Hartman"),
a general partner of CW Partners, and (v) Barry Weinberg
("Weinberg"), a general partner of CW Partners. The business
address of CW Ventures, CW Partners, Channing, Hartman and Weinberg
(collectively, the "Reporting Persons") is 1041 Third Avenue, New
York, NY 10021. None of the Reporting Persons have, during the
last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been
a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding 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 any violation with
respect to such laws. Channing, Hartman and Weinberg are citizens
of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
CW Ventures is a limited partnership which serves as a
venture capital fund, whose funds come from the investments in the
limited partnership by its limited partners. Such funds were the
source of funds used in making the acquisitions described in Item
4 below.
Item 4. Purpose of Transaction
CW Ventures purchased the shares of Common Stock and
securities exercisable or exchangeable for shares of Common Stock
reported herein (collectively, the "Shares") for investment
purposes. In addition, CW Ventures intends to participate in the
management of the Company through representation on the Company's
Board of Directors and through the agreement of the Company,
contained in the Stockholders' Agreement (defined below) and the
Company's Amended By-laws, not to take certain actions without the
consent of CW Ventures or its Board designees. The Company's
Amended By-Laws also provide that no action is permitted to be
taken at any meeting of the Board of Directors or any committee
thereof unless at least one director designated by CW Ventures and
one director designated by EHC (defined below) is participating.
The Shares were acquired by CW Ventures in connection
with two separate transactions. On January 2, 1996, in accordance
with the terms of a letter of intent (the "Letter of Intent") dated
as of January 2, 1996 (a copy of which is attached to this
Statement as Exhibit 9), the Company issued and sold to CW Ventures
$150,000 principal amount of its promissory notes (the "Bridge
Note"), the proceeds of which were to be used by the Company and
its subsidiaries for working capital (the "Bridge Financing"). In
connection with the Bridge Financing and pursuant to a Warrant
Agreement dated as of January 2, 1996 (a copy of which is attached
to this Statement as Exhibit 6), the Company issued to CW Ventures,
for nominal consideration, warrants (the "CW Warrants") to purchase
1,000,000 shares of Common Stock at an exercise price equal to the
lower of (i) $0.16 per share and (ii) 80% of the average of the
closing bid price per share of the Common Stock in the
over-the-counter market for the period commencing January 3, 1996
and ending on March 3, 1996.
On February 22, 1996, pursuant to a Securities Purchase
Agreement dated as of February 22, 1996 (the "Purchase Agreement")
(a copy of which is attached to this Statement as Exhibit 5) among
the Company, CareAdvantage Healthcare Systems Inc. ("CAHS"), a
wholly owned subsidiary of the Company, and CW Ventures, the
Company issued and sold to CW Ventures 23,419,204 shares of Common
Stock (the "CW Shares") at a purchase price of $.0427 per share and
CAHS issued and sold to CW Ventures $2,000,000 principal amount of
its 8% Exchangeable Notes (the "CW Exchangeable Notes"). The
purchase price for the CW Shares and the CW Exchangeable Notes
consisted of $2,775,000 in cash (net of $75,000 of CW Ventures'
expenses reimbursed by the Company) and the exchange and
cancellation of the Bridge Note. The CW Exchangeable Notes are
guaranteed by the Company and Contemporary Healthcare Management,
Inc. ("CHCM"), a wholly owned subsidiary of CAHS, and are secured
by substantially all the assets of the Company and its
subsidiaries.
The CW Exchangeable Notes are exchangeable, at the option
of the holder and without the payment of additional consideration,
at any time and from time to time, into that number of shares of
Common Stock which would constitute twenty-three and one-third
percent (23 1/3%) of the outstanding shares of Common Stock (on a
fully- diluted basis), which equals approximately 46,799,980 shares
of Common Stock as of the date hereof. The ability of the holder
of the CW Exchangeable Notes to exchange all of such notes into
shares of Common Stock, however, will be limited unless and until
an amendment to the Company's certificate of incorporation (the
"Charter Amendment") providing for a reverse split of the Common
Stock is approved by the requisite number of the Company's
stockholders, or another change in the Company's authorized capital
stock which would permit the exchange of all such notes is made.
The Company's total authorized capital stock consists of
100,000,000 shares of Common Stock, and the Company currently has
approximately 65,149,464 shares of Common Stock issued and
outstanding and 8,426,300 shares of Common Stock reserved for
issuance upon the exercise of outstanding options and warrants.
Thus, the remaining authorized but unissued shares of Common Stock
are not sufficient to permit the exchange of the entire amount of
the CW Exchange Notes.
In the event that the Company does not achieve certain
sales and/or earnings targets for the fiscal year ending October
31, 1996, the Company is required to issue to the holder of the CW
Exchangeable Notes, without the payment of additional
consideration, that number of additional shares ("CW Additional
Shares") of Common Stock which would total, when aggregated with
the other shares of Common Stock issued to CW Ventures, up to
forty-five percent (45%) of the outstanding shares of Common Stock
(on a fully-diluted basis). Subject to the satisfaction of certain
conditions, the CW Exchangeable Notes will be automatically
exchanged into Common Stock on June 30, 1998 if such notes have not
been exchanged prior to such date. The CW Exchangeable Notes may
be declared due and payable upon the occurrence of certain events
of default, which include a termination of the Services Agreement
(defined below) under certain circumstances. The CW Warrants, the
CW Shares and the CW Exchangeable Notes, and the shares of Common
Stock exchangeable or exercisable therefor, are collectively
referred to herein as the "Shares".
Concurrently with the issuance and sale of the CW Shares
and CW Exchangeable Notes, CAHS issued and sold to Enterprise
Holding Company, Inc. ("EHC"), a wholly-owned subsidiary of Blue
Cross and Blue Shield of New Jersey, Inc. ("BCBSNJ"), $3,600,000
principal amount of its 8% Exchangeable Notes (the "EHC
Exchangeable Notes") as consideration for the sale by EHC to CAHS
of all of the outstanding capital stock of CHCM (the "CHCM
Acquisition"). The EHC Exchangeable Notes will be automatically
exchanged, subject to certain conditions, into approximately 40% of
the outstanding shares of Common Stock (on a fully diluted basis)
at the time the Charter Amendment becomes effective. The EHC
Exchangeable Notes become due and payable on June 30, 1998 in the
event such notes are not exchanged for Common Stock prior to such
date. In the event that any CW Additional Shares are issued, the
Company will be required to issue to the holder of the EHC
Exchangeable Notes additional shares of Common Stock up to an
amount that, when aggregated with the EHC Exchange Shares, would
equal 45% of the outstanding shares of Common Stock (on a fully
diluted basis). The EHC Exchangeable Notes are also guaranteed by
the Company and CHCM, and are secured by substantially all the
assets of the Company and its subsidiaries. The Company, CAHS,
CHCM, CW Ventures, EHC and BCBSNJ entered into a letter agreement
dated February 22, 1996 (the "Letter Agreement") (a copy of which
is attached to this Statement as Exhibit 10) relating to the
parties' rights to the collateral (the "Collateral") securing the
CW Exchangeable Notes and the EHC Exchangeable Notes. The Letter
Agreement provides, inter alia, that (i) CW Venture's security
interest asserted against any Collateral shall be subordinate to
BCBSNJ's rights under Section 10.3(a) of the Services Agreement
(which provides BCBSNJ with certain rights upon termination of the
Services Agreement by BCBSNJ with or without cause), (ii) BCBSNJ's
and EHC's security interests in Collateral other than receivables
and cash proceeds therefrom shall be subordinate to CW Venture's
rights to the Collateral except to the extent necessary to permit
BCBSNJ to effect the terms of Section 10.3(a) of the Services
Agreement, and (iii) EHC and BCBSNJ agree to take no action to
enforce their rights respecting the Collateral unless the Services
Agreement is terminated by BCBSNJ or CW Ventures has attempted to
enforce any of its rights respecting the Collateral.
The Company has agreed to prepare a proxy statement and
call a meeting of the stockholders of the Company for the purpose,
inter alia, of effecting the Charter Amendment. It is anticipated
that at the time of such meeting, CW Ventures will possess the
right to vote a sufficient number of shares of Common Stock,
through ownership of the Shares, and through the voting rights
granted to it under the Petillo Proxy (defined below) and the
Company Proxy (defined below), to effect the Charter Amendment. It
is the current intention of CW Ventures to vote all shares of
Common Stock over which it has voting power in favor of the Charter
Amendment. In the event that the Charter Amendment does not become
effective prior to June 30, 1996, CW Ventures will be entitled to
receive a $500,000 fee from the Company under the terms of the
Letter of Intent.
In connection with the purchase and sale of the CW Shares
and CW Exchangeable Notes (the "CW Ventures Investment") and the
CHCM Acquisition, CW Ventures, EHC and the Company entered into a
stockholders' agreement dated as of February 22, 1996 (the
"Stockholders' Agreement") (a copy of which is attached to this
Statement as Exhibit 3). Under the Stockholders' Agreement, CW
Ventures and EHC have agreed to vote their shares of Common Stock
to maintain a seven person Board of Directors to be comprised of
the following members: (i) two designees of CW Ventures, (ii) two
designees of EHC, (iii) two members of the Company's management
acceptable to CW Ventures and EHC and (iv) one non-employee
director acceptable to CW Ventures and EHC. The Stockholders'
Agreement also prohibits the Company from taking any of the
following actions without the consent of CW Ventures or the CW
Ventures designees to the Board of Directors: (a) the Company
entering into any transactions outside the normal course of its
business; (b) any changes in the capital structure of the Company,
including, without limitation, the issuance of any shares of
capital stock of the Company or any securities convertible into or
exchangeable or exercisable for shares of the capital stock of the
Company, including, without limitation, any shares of Common Stock,
or the entering into of any commitments or agreements with respect
to the foregoing, other than with respect to the issuance of Common
Stock upon the exercise of outstanding warrants and options; (c)
the declaration or payment by the Company of any dividends or
distributions in respect to the Company's capital stock; (d) except
to the extent specifically contemplated by Section 10.3 of the
Services Agreement, the Company entering into negotiations with
(except to the extent require by the fiduciary obligations of the
Board of Directors of the Company, determined in good faith by a
majority of the disinterested members of the Board based upon the
advice of independent counsel), or soliciting offers, from any
other party, directly or indirectly, for the sale, license,
transfer, or disposition otherwise of, or the sale, license,
transfer, or disposition otherwise of, any assets of the Company;
(e) the merger, consolidation, or other combination of the Company
with any other person or entity or the sale of substantially all of
the assets of the Company; (f) the incurrence of any indebtedness
by the Company (other than trade payables in the ordinary course of
the Company's business) or the pledge or encumbrance otherwise of
any assets of the Company; (g) except to the extent specifically
contemplated by the Services Agreement, the entering into any
material transaction with any Affiliate (as such term is defined in
the Services Agreement) of the Company; (h) the investment of any
cash or other assets in any Person (as such term is defined in the
Services Agreement) other than any investment of cash or other
assets in any wholly-owned subsidiary of the Company made in the
ordinary course of its business; (i) the entering into any
employment or consulting agreement or incentive compensation
arrangement (including, without limitation, any bonus plan); and
(j) the appointment or the replacement of the President and Chief
Executive Officer of the Company.
The Stockholders' Agreement also provides CW Ventures and
EHC with pro rata rights of first refusal with respect to any
proposed issuance by the Company of its debt or equity securities
(other than pursuant to a registered public offering). In
addition, CW Ventures and EHC each have a right of first refusal
with respect to any proposed transfer of Common Stock by the other
party which exceeds 1% of the Company's total outstanding Common
Stock, other than with respect to public sales, and distributions
of shares of Common Stock by CW Ventures to its partners in the
ordinary course of business. The Stockholders' Agreement also
provides CW Ventures with the right to purchase EHC's shares of
Common Stock in the event that the Services Agreement dated as of
February 22, 1996 (the "Services Agreement") among the Company,
CAHS, CHCM and BCBSNJ is terminated by BCBSNJ with cause. The
Company is also prohibited from taking certain actions without the
consent of EHC or EHC's designees to the Board of Directors. The
rights granted by the Company to CW Ventures described above
terminate on the later to occur of (i) February 22, 1998 and (ii)
the date the CW Exchangeable Notes are exchanged for Common Stock,
provided that such rights will terminate earlier if the Company
obtains net income of at least $400,000 in any consecutive full
four (4) fiscal quarters. In the event that CW Ventures' approval
rights terminate and it holds at last 5% of the outstanding Common
Stock, CW Ventures will possess the same approval rights granted to
EHC for as long as EHC possesses such rights. The Stockholders'
Agreement itself terminates on the later to occur of (i) each of
EHC and CW Ventures having less than 5% of the outstanding Common
Stock, (ii) the termination of the Services Agreement and (iii)
February 22, 1998.
In connection with the CW Ventures Investment, CW
Ventures obtained proxies to vote a total of 10,300,000 shares of
Common Stock, subject to certain limitations. John Petillo, the
Company's former Chairman of the Board of Directors and Chief
Executive Officer, granted CW Ventures a proxy with respect to
8,600,000 shares of Common Stock owned by him dated February 22,
1996 (the "Petillo Proxy") (a copy of which is attached to this
Statement as Exhibit 7), which terminates upon the earlier of (i)
adoption of the Charter Amendment and (ii) June 30, 1996, and the
Company granted CW Ventures a proxy with respect to 1,700,000
shares of Common Stock over which the Board has voting power dated
February 22, 1996 (the "Company Proxy") (a copy of which is
attached to this Statement as Exhibit 8), which terminates upon the
earlier of (i) adoption of the Charter Amendment and (ii) the
registration and public distribution of the shares subject to the
proxy in accordance with the terms of the Separation Agreement
dated April 20, 1995 (a copy of which is filed as an exhibit to the
Company's Registration Statement on Form S-1 (file no. 33-89176)).
Pursuant to a registration rights agreement dated as of
February 22, 1996 (the "Registration Rights Agreement") (a copy of
which is attached to this Statement as Exhibit 4), among the
Company, CW Ventures and EHC, the Company is required to file a
"shelf" registration statement with the Securities and Exchange
Commission on or prior to June 30, 1996, and to use its best
efforts to have such registration statement declared effective as
soon thereafter as possible, covering the Shares and the shares of
Common Stock underlying the EHC Exchangeable Notes.
Depending upon market conditions and other factors that
the Reporting Persons may deem material to their investment
decision, and subject to the terms of the Stockholders' Agreement,
the Reporting Persons may purchase additional shares of Common
Stock in the open market, in private transactions or by any other
permissible means, may distribute all or a portion of the Shares to
the partners of CW Ventures, or may otherwise dispose of all or a
portion of the Shares that are presently owned or hereafter may be
acquired.
Except as set forth in this Item 4, the Reporting Persons
have no present plans or proposals that relate to or could result
in any of the actions specified in clauses (a) through (j) of Item
4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) CW Ventures is the direct beneficial owner of
81,519,184 shares of Common Stock. Based upon information
contained in the most recently available filing by the Company with
the Securities and Exchange Commission and after giving effect to
the CW Ventures Investment, such shares constitute approximately
72.17% of the outstanding shares of Common Stock. The total number
of outstanding shares of Common Stock used in such calculation does
not include 80,250,496 which will be automatically issued in
respect of the EHC Exchangeable Notes upon the effectiveness of the
Charter Amendment (and satisfaction of certain other conditions).
If and when the Charter Amendment becomes effective, and assuming
no changes in the Company's outstanding capital stock or in the
number of shares of Common Stock beneficially owned by the
Reporting Persons (other than in connection with the resulting
termination of the Petillo Proxy and the Company Proxy), CW
Ventures will beneficially own approximately 37% of the Common
Stock.
Under the definition of "beneficial ownership" in Rule
13d-3 of the rules and regulations under the Securities Exchange
Act of 1934 (the "Act"), CW Partners, Channing, Hartman and
Weinberg may be deemed to be the beneficial owners (together with
CW Ventures) of the Shares because CW Partners is the general
partner of CW Ventures (a limited partnership) and because
Channing, Hartman and Weinberg are the general partners of CW
Partners (a general partnership). CW Partners, Channing, Hartman
and Weinberg, however, disclaim beneficial ownership of the Shares
other than the beneficial ownership attributable to their
respective direct and indirect partnership interests in CW
Ventures. In addition, the Reporting Persons may be deemed members
of a "group", as such term is used in Section 13(d)(3) of the Act,
with EHC and BCBSNJ by virtue of entering into and performing the
Stockholders' Agreement. The Reporting Persons, however, disclaim
membership in a group with EHC or BCBSNJ for the purpose of Section
13(d) of the Act or for any other purpose.
(b) For information with respect to the power to
vote or direct the vote and the power to dispose or to direct the
disposition of the Shares beneficially owned by each of the
Reporting Persons, see Rows 7-10 of the cover page for each such
Reporting Person. See also the response to Item 5(a) above.
(c) No transactions in the Common Stock were
effected during the past sixty days by the Reporting Persons,
except as set forth in Item 4 above.
(d) No person other than the Reporting Persons 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
Common Stock beneficially owned by any Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Except as set forth in Item 4 above, no Reporting Person
has any contract, arrangement, understanding or relationship (legal
or otherwise) with respect to any securities of the Company
including, but not limited to, transfer or voting of any of the
Shares, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement of Reporting Persons dated as
of March 1, 1996.
2. Power of Attorney (included in Exhibit 1).
3. Stockholders' Agreement dated as of February 22,
1996 among the Company, CW Ventures and EHC.
4. Registration Rights Agreement dated as of February
22, 1996 among the Company, CW Ventures and EHC.
5. Securities Purchase Agreement dated as of February
22, 1996 among the Company, CAHS and CW Ventures
(including the form of CW Exchangeable Note attached
as an Exhibit thereto).
6. Warrant Agreement dated as of January 2, 1996
between the Company and CW Ventures (including the
form of Warrant attached as Exhibit A thereto).
7. Proxy dated February 22, 1996 made by John Petillo
in favor of CW Ventures.
8. Proxy dated February 22, 1996 made by the Company in
favor of CW Ventures.
9. Letter of Intent dated as of January 2, 1996 among
the Company, CAHS and CW Ventures.
10. Letter Agreement dated as of February 22, 1996 among
the Company, CAHS, CHCM, EHC, BCBSNJ and CW Ventures
(relating to the collateral securing the CW
Exchangeable Notes and the EHC Exchangeable Notes).<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the information
set forth in this Statement is true, complete and correct.
Dated: March 1, 1996
CW VENTURES II, L.P.
By: CW PARTNERS III,
General Partner
By:/s/ Barry Weinberg
Barry Weinberg
General Partner
CW PARTNERS III
By:/s/ Barry Weinberg
Barry Weinberg
General Partner
/s/ Walter Channing
Walter Channing
/s/ Charles Hartman
Charles Hartman
/s/ Barry Weinberg
Barry Weinberg
