SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
THE WELLCARE MANAGEMENT GROUP, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
949470 10 8
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(CUSIP Number)
See Item 2
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(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 4 Pages)
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* 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. 949470 10 8
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward A. Ullmann S.S. ####-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER 411,045
SHARES ----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORT- ----------------------------------
ING PERSON 9 SOLE DISPOSITIVE POWER 411,045
WITH ----------------------------------
10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
411,045 See Item 5(a).
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14 TYPE OF REPORTING PERSON
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Page 2 of 4 Pages
<PAGE>
ITEM 2. IDENTITY AND BACKGROUND.
ITEM 2 IS HEREBY SUPPLEMENTED AS FOLLOWS:
On April 8, 1997, Edward A. Ullmann resigned his positions as Director
and Chairman of the WellCare of New York, Inc. Board of Directors, a health
maintenance organization owned and operated by The WellCare Management Group,
Inc., a corporation organized under the laws of the State of New York (the
"Issuer"). On April 17, 1997, Mr. Ullmann resigned his position as Director on
The WellCare Management Group, Inc. Board of Directors.
Mr. Ullmann's principal employment is as Chairman, President and Chief
Executive Officer of Bienestar, Inc., a wellness management corporation
incorporated in the State of Delaware and operating in the states of New York
and Florida. Mr. Ullmann's business address is Bienestar, Inc., 1556 Wittenberg
Road, P0 Box 47, Mt. Tremper, New York 12457.
On November 8, 1997, a Wellness Administrative Services Agreement
between WellCare of New York, Inc. and Bienestar, Inc. dated July 1, 1996 and
amended October 10, 1996, was terminated.
On November 8, 1997, Mr. Ullmann made the first of three installments
on a promissory note he currently has with the Issuer.
Mr. Ullmann has no contractual obligations or affiliation with the
Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
ITEM 5 IS HEREBY SUPPLEMENTED AS FOLLOWS:
(a) The aggregate number of shares of Common Stock, $.01 par value
("Common and the percentage of outstanding shares of Common Stock:
SHARES PERCENTAGE OF OUTSTANDING
NAME OF HOLDER BENEFICIALLY OWNED SHARES OF COMMON STOCK
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Edward A. Ullmann 411,045(1) 20% (2)
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(1) Includes (i) 400,000 shares of Class A Common Stock, $0.01 par value
("Class A Common Stock"), which is identical to the shares of Common
Stock in all respects except that the Class A Common Stock has ten
votes per share as compared to one vote for each share of Common Stock,
is not transferable, and is convertible into shares of Common Stock on
a share-for-share basis at the option of the holder. These 400,000
shares are currently held by a commercial bank as collateral against
repayment of outstanding loans, and (ii) 11,045 shares of Common Stock
owned by a not-for-profit corporation for which Mr. Ullmann serves as
president, and for which beneficial ownership is disclaimed by Mr.
Ullmann.
(2) As a result of his Class A Common Stock ownership, Mr. Ullmann is a
beneficial owner of 20% of the total combined votes of the outstanding
shares of Common Stock and Class A Common Stock.
<PAGE>
(b) Mr. Ullmann has sole power to vote or direct the vote and sole
power to dispose of or direct the disposition of the shares of Common Stock and
Class A Common Stock beneficially owned by him.
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.
February 26, 1998
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(Date)
/s/ Edward A. Ullmann
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(Signature)
EDWARD A. ULLMANN
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(Name)
Page 4 of 4 Pages
