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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)
Securities and Exchange Commission
Washington, D.C. 20549
NEWCARE HEALTH CORPORATION
(Name of Issuer)
Common 651053100
(Title of Class of Securities) (CUSIP Number)
Vance M. Arnold, Executive Vice President, Renaissance Capital Group, Inc.
8080 N. Central Expressway, Suite 210 LB 59; Dallas, TX 75206
(214) 891-8294
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 27, 1998
(Date of Event which Requires Filing of this Statement)
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1. Names of Reporting Person S.S. or I.R.S. Identification No.
a. Renaissance Capital Growth & Income Fund III, Inc. 75-2533518
b. Renaissance US Growth & Income Trust PLC
2. Check the Appropriate Box if a Member of a Group
(a) XX
(b)
3. SEC Use Only_______________________________
4. Source of Funds PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) None
6. Citizenship or Place of Organization
a. Texas b. England
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole voting Power (a) 500,000 (b) 500,000
(8) Shared Voting Power 0
(9) Sole Dispositive Power (a) 500,000 (b) 500,000
(10) Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned be Each Reporting Person 0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares None
13. Percent of Class Represented by Amount in Row (11)
(a) 6.62% (b) 6.62%
14. Type of Reporting Person IV
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SCHEDULE 13D
Filed Pursuant to Rule 13D-1
Item 1. Security and Issuer
8.5% Convertible Debenture Loan Agreement for $2,500,000 due January 27,
2005 and a stock option agreement to purchase 100,000 shares of common
stock by and between NewCare Health Corporation and Renaissance Capital
Growth & Income Fund III, Inc.
8.5% Convertible Debenture Loan Agreement for $2,500,000 due January 27,
2005 and a stock option to purchase 100,000 shares common stock by and
between NewCore Health Corporation, Inc. and Renaissance U.S. Growth &
Income Trust, PLC.
NewCare Health Corporation Company
6000 Lake Forest Dr., Suite 315
Atlanta, GA 30328
Item 2. Identity and Background
a., b., c.Renaissance Capital Growth &
Income Fund III, Inc. Filer
8080 N. Central Expressway, Suite 210
Dallas, Texas 75206
Renaissance U.S. Growth & Income
Trust, PLC Filer
8080 N. Central Expressway, Suite 210
Dallas, Texas 75206
Renaissance Capital Group, Inc.Investment Advisor to the Filers
8080 N. Central Expressway, Suite 210
Dallas, Texas 75206
Renaissance Capital Growth & Income Fund III, Inc. is a Texas
corporation, organized as a business development company under the
Investment Company Act of 1940 and is traded on the Nasdaq.
Renaissance U.S. Growth & Income Trust, PLC is a public limited
company organized under the laws of England and Wales and traded on
the London Stock Exchange.
The officers of Renaissance Capital Group, Inc. are:
Russell Cleveland, President
Barbe Butschek, Senior Vice President,
Corporate Secretary and Treasurer
Vance M. Arnold, Executive Vice President
Robert C. Pearson, Senior Vice President
Mardon M. Navalta, Vice President
John A. Schmit, Vice President
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Renaissance Capital Group, Inc. a Texas corporation, is the
Investment Advisor and is responsible for the administration and
investment of the Filer's investment portfolio. Renaissance
Capital Group, Inc. has a profit interest of up to 20% of the
Filer's capital gains.
d. None
e. None
f. Texas
Item 3. Source and Amount of Funds or Other Consideration
The Filer's source of funds for this transaction came exclusively from
the Filer's investment capital. No borrowed funds were used in the
transaction. The securities were acquired directly from the Company in
a private placement.
Item 4. Purpose of Transaction
The purpose of the acquisition of these securities for Renaissance
Capital Growth & Income Fund III, Inc. was as an investment in
accordance with its election as a Business Development Company under the
Investment Act of 1940. The purpose of the acquisition of these
securities for Renaissance U.S. Growth & Income Trust, PLC was as an
investment in accordance with its investment strategy of investing in
smaller United States public companies.
Item 5. Interest in Securities of the Issuer
a. The Filer s each purchased on January 27, 1998 an 8.5% Convertible
Debenture due January 27, 2005 for $2,500,000 in the Company,
convertible at $3.81 per share along with a stock option agreement
to purchase 100,000 shares of the company s common stock at
$4.1875. The total number of shares beneficially owned by both
Filers combined, 1,512,336 shares, represents 13.24% of the
Company s outstanding stock. These shares represent all of the
Filer s ownership. Renaissance Capital Group, Inc. has a profit
interest of up to 20%.
b. All the shares mentioned in (a) above.
c. None.
d. N/A
e. N/A
Item 6. Contracts, Arrangements, or Understandings with Respect to Securities
of the Issuer
The Company granted the Filer the option to name member to the board of
directors of the Company. The Investment Advisor of the Filer has a
profit interest of up to 20% of the profits of the Filer.
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Item 7. Persons Retained, Employed or to be Compensated
Not Applicable
Item 8. Material to be Filed as Exhibits
Not Applicable
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.
Date: January 30, 1998
By: Renaissance Capital Growth & Income Fund III, Inc.
Renaissance Capital Group, Inc., Investment Advisor
By: ________________________________
Vance M. Arnold
Executive Vice President
By: Renaissance US Growth & Income Trust, PLC
Renaissance Capital Group, Inc., Investment Manager
By: ________________________________
Vance M. Arnold
Executive Vice President
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