SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
EmCare Holdings Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
290820 10 9
(CUSIP Number)
Check the following box if a fee is being paid with this statement: _____. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities decribed 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.)
*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 the
disclosures provided in a prior cover page.
The information required in 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 page(s))
<PAGE>
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William F. Miller, III
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a.)_____
b.)_____
- --------------------------------------------------------------------------------
3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER 439,500
OF -------------------------------------------------------
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH -------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH 439,500
-------------------------------------------------------
8. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
439,500
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
EmCare Holdings Inc.
Item 1(b). Address of Issuer's Principal Executive Officer:
1717 Main Street, Suite 5200
Dallas, Texas 75201
Item 2(a). Name of Person Filing:
William F. Miller, III
Item 2(b). Address of Principal Business Office or, if None, Residence:
c/o EmCare Holdings Inc.
1717 Main Street, Suite 5200
Dallas, Texas 75201
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
290820 10 9
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
Not Applicable.
<PAGE>
Item 4. Ownership. (1)
(a) Amount beneficially owned: 439,500
(b) Percent of class: 5.5%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 439,500
(ii) Shared power to vote or to direct the vote: -0-
(iii) Sole power to dispose or to direct the disposition
of: 439,500
(iv) Shared power to dispose or to direct the disposition
of: -0-
<PAGE>
Item 5. Ownership of Five Percent or less of a Class:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Certain of the reported shares are held on behalf of, and
registered in the name of, the filer's children and trusts
established for their benefit.
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
- ----------
(1) Since the end of 1995, the following transactions affecting Mr. Miller's
beneficial ownership have occurred:
i. On February 2, 1996, options to purchase 15,000 shares vested at an
exercise price of $13.75 per share. Pursuant to Securities Exchange Act
Rule 13d-3(d)(1)(i), the shares underlying these options were considered in
calculating Mr. Miller's beneficial ownership at the end of 1995 for the
purpose of calculating beneficial ownership in this Schedule 13G because
this vesting occurred within sixty days of the end of the calendar year.
ii. On February 28, 1996, Mr. Miller exercised options to purchase 22,500
shares, consisting of 7,500 shares at an exercise price of $11.00 per share
and 15,000 shares at an exercise price of $13.75 per share, and then sold
all such shares.
iii. On March 11, 1996, EmCare Holdings Inc. granted Mr. Miller
options to purchase 75,000 shares at an exercise price of $25.625,
vesting in annual increments of 15,000 shares.
iv. On May 1, 1996, Mr. Miller sold 30,000 shares of common stock directly
owned by him.
v. On May 20, 1996, Mr. Miller sold 8,700 shares of common stock directly
owned by him.
vi. On May 21, 1996, Mr. Miller sold 4,000 shares of common stock directly
owned by him.
vii. On May 22, 1996, Mr. Miller sold 7,300 shares of common stock directly
owned by him.
viii. On September 27, 1996, options to purchase 15,000 shares of common
stock vested at an exercise price of $25.625 per share.
<PAGE>
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
[SIGNATURE ON NEXT PAGE]
<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.
December 12, 1996
-----------------
(Date)
/s/ William F. Miller, III
--------------------------
(Signature)
William F. Miller, III
----------------------
(Name)
