SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CORAM HEALTHCARE CORPORATION
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
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218103109
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein Sandler PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 421-2600 (973) 597-2424
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
August 26, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*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>
Cusip No. 218103109
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: *
Shares Beneficially 8) Shared Voting Power: *
Owned by
Each Reporting 9) Sole Dispositive Power: *
Person With: 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 14,359,636*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 22.7%*
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14) Type of Reporting Person (See Instructions): IA, IN
________________
*Cerberus Partners, L.P. ("Cerberus") is the holder of $15,174,268 principal
amount of Series B Convertible Subordinated Notes due 2008 (the "Series B
Notes") of Coram Healthcare Corporation (the "Company"); Cerberus International,
Ltd. ("International") is the holder of $9,644,090 principal amount of Series B
Notes of the Company; Ultra Cerberus Fund, Ltd. ("Ultra") is the holder of
$989,137 principal amount of Series B Notes of the Company and certain private
investment funds (the "Funds") in the aggregate are the holder of $7,418,531
principal amount of Series B Notes of the Company. The Series B Notes are
convertible, at the option of the holder thereof, into shares of Common Stock
(the "Shares") of the Company at the rate of $3.00 per Share, which conversion
rate is subject to adjustment in certain circumstances. Stephen Feinberg
possesses sole power to vote and direct the disposition of all securities of the
Company owned by each of Cerberus, International, Ultra and the Funds. In
addition, $7,238,688 principal amount of Series B Notes are held of record by
Cerberus, with respect to which Stephen Feinberg exercises sole voting but no
investment control over such Series B Notes and the Shares into which such
Series B Notes are convertible. Also, Cerberus, International, Ultra and the
Funds are the holders of warrants to purchase, respectively, 246,637, 327,150,
32,976 and 248,147 additional Shares from the Company and Stephen Feinberg
possesses sole voting but no investment control over warrants to purchase an
additional 16,488 Shares from the Company and sole voting but no investment
control over the Shares underlying such 16,488 warrants. Thus, for the purposes
of Reg. Section 240.13d-3, Stephen Feinberg is deemed to beneficially own
14,359,636 Shares, or 22.7% of those deemed issued and outstanding pursuant to
Reg. Section 240.13d-3. See Item 5 for further information.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 1998, as of August 11, 1998
there were issued and outstanding 48,887,107 Shares. As of August 26, 1998,
Cerberus was the holder of $15,174,268 principal amount of Series B Convertible
Subordinated Notes due 2008 of the Company (the "Series B Notes"); International
was the holder of $9,644,090 principal amount of Series B Notes; Ultra was the
holder of $989,137 principal amount of Series B Notes and the Funds in the
aggregate were the holder of $7,418,531 principal amount of Series B Notes. The
Series B Notes are convertible, at the option of the holder thereof, into Shares
at the rate of $3.00 per Share, which conversion rate is subject to adjustment
in certain circumstances. Stephen Feinberg possesses sole power to vote and
direct the disposition of all securities of the Company owned by each of
Cerberus, International, Ultra and the Funds. In addition, $7,238,688 principal
amount of Series B Notes are held of record by Cerberus but are beneficially
owned by certain persons and entities unrelated to Stephen Feinberg (the
"Unaffiliated Entities") and with respect to which Stephen Feinberg possesses
sole voting but no investment control over such Unaffiliated Entities' Series B
Notes and the Shares into which such Series B Notes are convertible.
Pursuant to an agreement with the Company dated October 13, 1995,
Cerberus, International, Ultra, the Funds and the Unaffiliated Entities are the
holders of warrants to purchase, respectively, 76,606, 61,901, 5,771, 44,109 and
2,886 additional Shares. Stephen Feinberg possesses sole voting but no
investment control over such Unaffiliated Entities' 2,886 warrants and the
Shares underlying such warrants.
Pursuant to an agreement with the Company dated August 26, 1998,
Cerberus, International, Ultra, the Funds and the Unaffiliated Entities are the
holders of additional warrants (the "New Warrants") to purchase, respectively,
170,031, 265,249, 27,205, 204,038 and 13,602 additional Shares. Stephen Feinberg
possess sole voting but no investment control over such Unaffiliated Entities'
13,602 New Warrants and the Shares underlying such New Warrants.
Thus, for the purposes of Reg. Section 240.13d-3, Stephen Feinberg is
deemed to beneficially own 14,359,636 Shares, or 22.7% of those deemed issued
and outstanding pursuant to Reg. Section 240.13d-3.
The only transactions in Shares, or securities convertible into
Shares, by Stephen Feinberg or any person or entity controlled by him or any
person or entity for which he possesses voting or investment control over the
securities thereof, since the filing of the Schedule 13D by Mr. Feinberg as of
June 30, 1998 were the August 26, 1998 acquisition of the New Warrants described
above by Cerberus, International, Ultra, the Funds and the Unaffiliated Entities
in a private transaction by and among the Company, Coram, Inc. ("CI"), Cerberus,
Goldman Sachs Credit Partners, L.P. ("GSCP") and Foothill Income Trust, L.P.
("FIT"), an affiliate of Foothill Capital Corporation ("FCC").
Pursuant to an agreement between Cerberus and GSCP, dated as of April
22, 1997 (the "GSCP Agreement"), GSCP has the right to receive the dividends
from, and the proceeds from the sale of, $8,992,159 principal amount (the "GSCP
Interest") of the $15,174,268 principal amount of Series B Notes held by
Cerberus and the Shares into which such Series B Notes relating to the GSCP
Interest are convertible. In addition, as described above, the Unaffiliated
Entities in the aggregate have the right to receive the dividends from, and the
proceeds from the sale of, $7,238,688 principal amount of Series B Notes and the
Shares into which such Series B Notes are convertible and warrants to purchase
16,488 Shares and the Shares underlying such 16,488 warrants.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
As of August 20, 1998, Cerberus, along with GSCP, FIT and FCC entered
into a Credit Agreement with the Company and CI pursuant to which Cerberus, GSCP
and FIT were to provide a senior credit facility to the Company of up to $60
million for acquisitions, working capital, letters of credit and other corporate
purposes (the "New Senior Credit Facility"). The New Senior Credit Facility
expires in February 2001 and bears interest on outstanding principal balances at
a per annum rate equal to prime plus 1.5%, subject to increase in certain
circumstances. On August 26, 1998, Coram (i) received initial funding under the
New Senior Credit Facility and (ii) issued the New Warrants described in Item 5
hereof.
As of April 22, 1997, Cerberus and GSCP entered into the GSCP
Agreement pursuant to which Cerberus transferred to GSCP the right to receive
the proceeds of, including the dividends from and the proceeds from the sale of,
certain securities of the Company held by Cerberus, including (i) the GSCP
Interest in the Series B Notes and the Shares into which such Series B Notes are
convertible and (ii) $15,341,104 principal amount of the $69,034,968 principal
amount of the Series A Notes due 2000 of the Company held by Cerberus.
The Series B Notes and the Shares issuable upon conversion of the
Series B Notes have the benefit of certain registration rights granted to the
holders thereof by the Company.
Except as described herein, no contracts, arrangements, understandings
or similar relationships exist with respect to the securities of the Company
between Stephen Feinberg and any person or entity.
<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.
September 8, 1998
/s/ Stephen Feinberg
Stephen Feinberg, in his capacity as
the managing member of Cerberus
Associates, L.L.C., the general
partner of Cerberus Partners, L.P.,
and as the investment manager for
each of Cerberus International,
Ltd., Ultra Cerberus Fund, Ltd. and
the Funds
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
