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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 6)*
Coram Healthcare Corp.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
218103109
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(CUSIP Number)
Richard F. Levy, Esq.
Altheimer & Gray
10 South Wacker Drive
Chicago, Illinois 60606
(312) 715-4600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 16, 2000
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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(e), 13d-1(f) or 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 Rule 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, as amended ("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).
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CUSIP No. 218103109 13D Page 2 of 6 Pages
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1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Ann & Robert H. Lurie Foundation (f/k/a Ann & Robert H. Lurie Family
Foundation)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) /X/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS: Not applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e):
/ /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION: Illinois
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NUMBER OF
SHARES 7. SOLE VOTING POWER: 3,999,900
BENEFICIALLY
OWNED BY ----------------------------------------------------
EACH
REPORTING 8. SHARED VOTING POWER: -0-
PERSON
WITH ----------------------------------------------------
9. SOLE DISPOSITIVE POWER: 3,999,900
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10. SHARED DISPOSITIVE POWER: -0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,999,900
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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): 8.1% (1)
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14. TYPE OF REPORTING PERSON: OO (Illinois not-for-profit corporation)
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(1) Based on 49,638,452 shares of Common Stock outstanding as of November 20,
2000, as reported in the Issuer's most recent Form 10-Q.
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CUSIP No. 218103109 13D Page 3 of 6 Pages
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1. NAME OF REPORTING PERSON
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Mark Slezak
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) /X/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS: Not applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e):
/ /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
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NUMBER OF
SHARES 7. SOLE VOTING POWER: 606,000
BENEFICIALLY
OWNED BY ----------------------------------------------------
EACH
REPORTING 8. SHARED VOTING POWER: -0-
PERSON
WITH ----------------------------------------------------
9. SOLE DISPOSITIVE POWER: 606,000
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10. SHARED DISPOSITIVE POWER: -0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
606,000
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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): 1.2% (1)
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14. TYPE OF REPORTING PERSON: IN
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(1) Based on 49,638,452 shares of Common Stock outstanding as of November 20,
2000, as reported in the Issuer's most recent Form 10-Q.
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Item 1. SECURITY AND ISSUER.
This statement constitutes Amendment No. 6 to the Statement on Schedule
13D (the "Schedule 13D") filed with the Securities Exchange Commission ("SEC")
on July 18, 2000, as amended by that certain Amendment No. 1 filed with the SEC
on July 27, 2000, as amended by that certain Amendment No. 2 filed with the SEC
on August 18, 2000, as amended by that certain Amendment No. 3 filed with the
SEC on September 1, 2000, as amended by that certain Amendment No. 4 filed with
the SEC on October 13, 2000, as amended by that certain Amendment No. 5 filed
with the SEC on October 20, 2000 and relates to the shares of common stock,
$0.001 par value (the "Common Stock") of Coram Healthcare Corp., a Delaware
corporation ("Issuer"). Unless otherwise stated herein, the Schedule 13D, as
previously amended, remains in full force and effect. Terms used herein and not
defined herein shall have the meanings ascribed thereto in the Schedule 13D.
The principal executive offices of Issuer are located at 1125
Seventeenth Street, Suite 2100, Denver, Colorado 80202.
Item 2. IDENTITY AND BACKGROUND.
The first three (3) paragraphs of Item 2 are amended and restated to
read in their entirety as follows:
Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G under the Securities
Exchange Act of 1934, as amended (the "Act"), the undersigned previously filed a
Schedule 13D on behalf of the Ann & Robert H. Lurie Foundation (f/k/a Ann &
Robert H. Lurie Family Foundation), an Illinois not-for-profit corporation
("Lurie Foundation") and Mark Slezak ("Mr. Slezak"). The Lurie Foundation and
Mr. Slezak are sometimes hereinafter referred to collectively as the "Reporting
Persons."
As described in Item 4 below, the Reporting Persons were concerned that
the Issuer was considering a restructuring that, absent representation of their
interests, would have been materially detrimental to them.
In their efforts to protect their interests, the Reporting Persons
engaged in actions directly or through agents such that they may have been
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Act. In any event, if any such group ever existed, it was terminated not later
than the appointment of an equity committee in Coram's bankruptcy proceeding as
discussed in more detail in Item 4. Neither the present filing nor anything
contained herein shall be construed as (i) an admission that the Reporting
Persons constitute or constituted a "person" or "group" for any purpose or (ii)
an admission that any of the Reporting Persons are or were, for the purposes of
Section 13(d) or 13(g) of the Act, beneficial owners of any of the securities
owned by any other Reporting Persons. Pursuant to Rule 13d-1(k)(2) under the
Act, each Reporting Person is filing this Amendment No. 6 to Schedule 13D on its
own behalf and not on behalf of any other person. Attached hereto as Exhibit 1
is the statement made pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of
the General Rules and Regulations under the Act.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is amended and restated to read in its entirety as follows:
The Issuer disclosed in its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000 that "it may not be able to meet its increased cash
requirements." As disclosed in that Report and elsewhere, the Issuer has
suffered a number of financial difficulties and has engaged in several
reorganizations and restructurings as a result of those difficulties. The
Quarterly Report states that:
"Coram has experienced pressure on liquidity due to its current levels
of debt and the pace of its cash collections compared with its
obligations to pay its vendors, suppliers, creditors and employees.
Coram has reviewed its business plan for operations in light of the
termination of the Aetna Master Agreement, the liquidation of R-Net and
the potential sale of the CPS business. Coram's business plan does not
provide for financial results that would guarantee sufficient liquidity
to discharge debt obligations coming due in Fiscal 2001 or guarantee
payment of cash interest on debt
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during Fiscal 2000. Coram is currently in discussions with the holders
of the Series A and Series B Notes regarding additional debt
restructuring. Such restructuring would likely include a conversion of
a material portion of this debt to some form and amount of equity."
The Reporting Persons were concerned that, absent representation of
their interests in the contemplated discussions, the Issuer would embark upon a
course of action that would be materially detrimental to their interests and the
interests of other shareholders. They were particularly concerned that a
restructuring that would be unduly dilutive of their interests might be
proposed. Therefore, the Reporting Persons each engaged counsel to represent
them with respect to their investments in the Issuer in general and any proposed
restructuring of the obligations represented by the Issuer's Series A and Series
B Notes in particular.
Unfortunately, the Reporting Persons' concerns proved justified. After
Management of the Issuer ("Management") had indicated a willingness to enter
into discussions with representatives of the Reporting Persons, they did not
make themselves available for any such discussions. Instead, without any prior
notice to the representatives who had been in contact with Management, on August
8, 2000, the Issuer filed for protection under Chapter 11 of the U.S. Bankruptcy
Code. On August 9, 2000 the Issuer filed a proposed Plan pursuant to Chapter 11
under which $71 million of indebtedness under the Series A and Series B Notes
would be converted into all of the equity interest in the Issuer's operating
subsidiary, $180 million of such indebtedness would remain outstanding on
revised terms and the Issuer would be dissolved with nothing distributed to
holders of the Issuer's Common Stock.
The Reporting Persons believe that the enterprise value of the Issuer
is substantially in excess of the Issuer's outstanding obligations and, that,
therefore, the proposed Plan is manifestly unfair. The Reporting Persons
actively sought to form an equity committee to represent the interests of
holders of the Common Stock in the pending bankruptcy proceedings of the Issuer.
On October 20, 2000, the U.S. Trustee appointed by the Bankruptcy Court
appointed an equity committee (the "Equity Committee"). The Reporting Persons
believe that the Equity Committee will adequately represent the interests of
stockholders of Coram. Accordingly, most of the Reporting Persons have
terminated their engagement of legal counsel specifically retained to represent
them with respect to their investments in the Issuer.
On November 21, 2000, the Equity Committee filed its objections to the
proposed plan and it is anticipated that the Equity Committee may oppose other
restructuring proposals, propose alternative restructuring proposals, or make
other proposals with respect to an extraordinary transaction, such as a merger,
reorganization or liquidation of the Issuer that could relate to or result in
any of the matters referred to in paragraphs (a) through (j), inclusive, of Item
4 of Schedule 13D.
Depending on market conditions and other factors that each may deem
material to its investment decision, the Reporting Persons may purchase
additional shares of Common Stock in the open market or in private transactions
or may dispose of all or a portion of the Shares that such Reporting Persons now
own or hereafter may acquire.
Other than as described in Item 2 and this Item 4, none of the
Reporting Persons has any plans or proposals that relate to or would result in
any of the matters described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D (although they reserve the right to develop such plans).
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated to read in its entirety as follows:
Each of the calculations in this Item 5 is based on 49,638,452 shares
of Common Stock outstanding as of November 20, 2000, as reported in the Issuer's
most recent Form 10-Q.
Solely by virtue of the matters described in Item 4 above, the
Reporting Persons may be deemed to constitute a group within the meaning of
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Section 13(d)(3) of the Act and may be deemed to have acquired beneficial
ownership of the shares of Common Stock owned or deemed beneficially owned by
the other Reporting Persons. The Reporting Persons, in the aggregate, own a
total of 4,605,900 shares of Common Stock, which constitutes approximately 9.3%
of the outstanding Common Stock. Each Reporting Person disclaims beneficial
ownership of all such shares of Common Stock owned by other Reporting Persons.
(a)
LURIE FOUNDATION
The aggregate number of shares of Common Stock that the Lurie
Foundation beneficially owns pursuant to Rule 13d-3 of the Act is 3,999,900,
which constitutes approximately 8.1% of the outstanding shares of Common Stock.
MR. SLEZAK
The aggregate number of shares of Common Stock that Mr. Slezak
beneficially owns pursuant to Rule 13d-3 of the Act is 606,000, which
constitutes approximately 1.2% of the outstanding shares of Common Stock.
(b)
LURIE FOUNDATION
The Lurie Foundation has sole voting and dispositive power with respect
to 3,999,900 shares of Common Stock, which constitutes approximately 8.1% of the
outstanding shares of Common Stock.
MR. SLEZAK
Mr. Slezak has sole voting and dispositive power with respect to
606,000 shares of Common Stock, which constitutes approximately 1.2% of the
outstanding shares of Common Stock.
(c) None of the Reporting Persons effected any transactions with
respect to shares of Common Stock of the Issuer since the filing of Amendment
No. 4 to the Schedule 13D.
(d) No persons other than the Reporting Persons have the right to
receive, or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any of the securities of the Issuer beneficially owned by the
Reporting Persons as described in Item 5.
(e) Not applicable
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1 Statement made pursuant to Rule 13d-1(k)(1)(iii) of
Regulation 13D-G of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended.
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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.
Dated: December 6, 2000
ANN & ROBERT H. LURIE FOUNDATION
By: /s/ Ann Lurie /s/ Mark Slezak
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Name: Ann Lurie Mark Slezak
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Title: President
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EXHIBIT 1
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended, the
undersigned agree that the statement to which this Exhibit is attached is filed
on behalf of each of them in the capacities set forth below.
Dated: December 6, 2000
ANN & ROBERT H. LURIE FOUNDATION
By: /s/ Ann Lurie /s/ Mark Slezak
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Name: Ann Lurie Mark Slezak
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Title: President
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