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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 10-K/A
AMENDMENT NO. 2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended Commission file number
DECEMBER 31, 1994 1-11343
CORAM HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 33-0615337
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1125 SEVENTEENTH STREET, 15TH FLOOR 80202
DENVER, COLORADO (Zip Code)
(Address of principal executive offices)
(303) 292-4973
(Registrant's telephone number, including area code)
Securities registered pursuant to section 12 (b) of the Act:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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Common Stock ($.001 par value per share) New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act: NONE
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES (x) NO ( )
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO
THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. ( )
BASED ON THE CLOSING PRICE ON MARCH 20, 1995, THE AGGREGATE MARKET VALUE OF
COMMON STOCK HELD BY NONAFFILIATES OR THE REGISTRANT WAS $1,007.8 MILLION.
THE NUMBER OF COMMON SHARES OUTSTANDING OF THE REGISTRANT WAS 39,465,677 AS
OF MARCH 20, 1995. DOCUMENTS INCORPORATED BY REFERENCE: NONE.
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The undersigned registrant hereby amends and restates in its
entirety the following items of its Annual Report on Form 10-K for the year
ended December 31, 1994, as amended by Amendment No. 1, dated as of May 1,
1995.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth as of April 27, 1995, the
number of owners of Coram's outstanding Common Stock, beneficially owned by (i)
each person known to Coram to be the owner of more than 5% of any such class,
(ii) each of Coram's directors, (iii) each of the Named Executive Officers and
(iv) all directors and executive officers of Coram as a group. All information
is taken from or based upon ownership filings made by such persons with the
Commission or upon information provided by such persons to Coram. Unless
otherwise indicated, the address of each person named below is 1125 Seventeenth
Street, Suite 1500, Denver, Colorado 80202.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF SHARES PERCENTAGE OF SHARES OF
BENEFICIAL OWNER OF COMMON STOCK (1) COMMON STOCK OUTSTANDING (1)
- - ---------------- ------------------- ----------------------------
<S> <C> <C>
James M. Sweeney (2) . . . . . . . . . . . . . . . . . . 3,000,000 7.0%
Patrick J. Fortune (3) . . . . . . . . . . . . . . . . . 350,000 *
Olav B. Bergheim (4) . . . . . . . . . . . . . . . . . . -0- --
Sam R. Leno (5) . . . . . . . . . . . . . . . . . . . . . 113,640 *
Tommy H. Carter (6) . . . . . . . . . . . . . . . . . . . 77,587 *
Richard A. Fink (7) . . . . . . . . . . . . . . . . . . . 75,000 *
Stephen G. Pagliuca (8) . . . . . . . . . . . . . . . . . 75,000 *
L. Peter Smith (9) . . . . . . . . . . . . . . . . . . . 135,081 *
Dr. Gail R. Wilensky (10) . . . . . . . . . . . . . . . . 75,000 *
All Executive Officers and Directors as a group
(9 persons) (11) . . . . . . . . . . . . . . . . . . . 3,901,308 9.0%
Tiger Management Corporation (12) . . . . . . . . . . . . 3,672,596 9.3%
</TABLE>
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* Less than 1%
(1) Shares of Coram Common Stock subject to options or warrants which are
currently exercisable or exercisable within 60 days are deemed
outstanding for computing the percentage of the person holding such
options or warrants but are not deemed outstanding for computing the
percentage of any other person. Except as indicated by footnote,
Coram understands that the persons named in the table above have sole
voting and investment power with respect to all shares of Coram Common
Stock shown as beneficially owned by them. No percent of class is
shown for holdings of less than 1%. Percentage computations are based
on 39,682,277 shares of Coram Common Stock outstanding as of April 27,
1995.
(2) Includes 3,000,000 shares subject to an option granted to Mr. Sweeney
on July 28, 1994, which option is immediately exercisable, but any
option shares purchased thereunder will be unvested and subject to
repurchase by Coram at the original exercise price paid per share upon
the optionee's cessation of service prior to the vesting of such
shares. The optionee will vest as to 25% of the option shares upon
July 7, 1995 and will vest as to the balance of the option shares in a
series of successive equal monthly installments upon his completion of
each additional month of service with Coram over the next thirty-six
(36) months thereafter.
(3) Includes 350,000 shares subject to an option granted to Mr. Fortune on
August 1, 1994 (the "August Option Grant"), which option is
immediately exercisable, but any option shares purchased thereunder
will be unvested and subject to repurchase by Coram at the original
exercise price paid per share upon the optionee's cessation of service
prior to the vesting of such shares. The optionee will vest as to 25%
of the option shares upon August 1, 1995 and will vest as to the
balance of the option shares in a series of successive equal monthly
installments upon his completion of each additional month of service
with Coram over the next thirty-six (36) months thereafter. Does not
include 50,000 shares subject to an option granted to Mr. Fortune on
February 1, 1995, which options will vest as to 25% of the option
shares upon February 1, 1996, and will vest as to the balance in the
same manner as the August Option Grant.
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(4) Does not include 300,000 shares subject to an option granted to Mr.
Bergheim on March 8, 1995, which option will vest as to 25% of the
option shares on March 8, 1996, and will vest as to the balance of the
option shares in a series of successive equal monthly installments
upon his completion of each additional month of service with Coram
over the next thirty-six (36) months hereafter.
(5) Includes 113,640 shares subject to an option for 150,000 shares
granted to Mr. Leno on July 28, 1994, which option is immediately
exercisable for such 113,640 option shares, but any option shares
purchased thereunder will be unvested and subject to repurchase by
Coram at the original exercise price paid per share upon the
optionee's cessation of service prior to the vesting of such shares.
Does not include the remaining 36,360 shares subject to Mr. Leno's
July 28, 1994 option, which shares become exercisable in a series of
installments as the option shares vest, with the first such
installment to vest on July 7, 1995. Mr. Leno will vest as to 25% of
the total option shares upon July 7, 1995 and will vest as to the
balance of the option shares in a series of successive equal monthly
installments upon his completion of each additional month of service
with Coram over the next thirty-six (36) months thereafter.
(6) Does not include 94,500 shares subject to an option granted to Mr.
Carter on July 28, 1994, which option will vest in three equal and
successive annual installments over Mr. Carter's continued period of
service with Coram measured from July 28, 1994 and which was granted
to Mr. Carter in cancellation of his existing contractual right to
receive an option grant for 150,000 shares of T2) Common Stock in
September 1994.
(7) Includes 75,000 shares subject to an option granted to Mr. Fink on
July 28, 1994, which option is immediately exercisable, but any option
shares purchased thereunder will be unvested and subject to repurchase
by Coram at the original exercise price paid per share upon the
optionee's cessation of services prior to the vesting of such shares.
The optionee will vest as to 25% of the option shares upon July 7,
1995 and will vest as to the balance of the option shares in a series
of successive equal monthly installments upon his completion of each
additional month of Board service with Coram over the next thirty-six
(36) months thereafter.
(8) Includes 75,000 shares subject to an option granted to Mr. Pagliuca on
July 28, 1994, which option is immediately exercisable, but any option
shares purchased thereunder will be unvested and subject to repurchase
by Coram at the original exercise price paid per share upon the
optionee's cessation of service prior to the vesting of such shares.
The optionee will vest as to 25% of the option shares upon July 7,
1995 and will vest as to the balance of the option shares in a series
of successive equal monthly installments upon his completion of each
additional month of Board service with Coram over the next thirty-six
(36) months thereafter.
(9) Includes 75,000 shares subject to an option granted to Mr. Smith on
July 28, 1994, which option is immediately exercisable, but any option
shares purchased thereunder will be unvested and subject to repurchase
by Coram at the original exercise price paid per share upon the
optionee's cessation of service prior to the vesting of such shares.
The optionee will vest as to 25% of the option shares upon July 7,
1995 and will vest as to the balance of the option shares in a series
of successive equal monthly installments upon his completion of each
additional month of Board service with Coram over the next thirty-six
(36) months thereafter.
(10) Includes 75,000 shares subject to an option granted to Dr. Wilensky on
November 7, 1994, which option is immediately exercisable, but any
option shares purchased thereunder will be unvested and subject to
repurchase by Coram at the original exercise price paid per share upon
the optionee's cessation of service prior to the vesting of such
shares. The optionee will vest as to 25% of the option shares upon
November 7, 1995 and will vest as to the balance of the option shares
in a series of successive equal monthly installments upon her
completion of each additional month of Board service with Coram over
the next thirty-six (36) months thereafter.
(11) Includes an aggregate of 3,800,000 shares subject to options that have
been granted to Messrs. Sweeney, Fortune, Bergheim, Leno, and all
non-employee directors of Coram following consummation of the Merger,
which options have the terms and conditions described in footnotes
(2)-(10).
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(12) Includes an aggregate of 3,672,596 shares of Coram Common Stock which
may be deemed to be beneficially owned by Tiger Management
Corporation, a Delaware Corporation ("TMC"), Panther Partners L.P., a
Delaware limited partnership ("Panther"), Panther Management Company
L.P., a Delaware limited partnership ("PMCLP"), and Julian H.
Robertson, Jr.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
CORAM HEALTHCARE CORPORATION
By: /s/ Sam R. Leno
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Sam R. Leno
Vice President, Secretary and
Chief Financial Officer
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