SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
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)
July 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 l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 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 ss. 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: *
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Shares Beneficially 8) Shared Voting Power: *
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Owned by
Each Reporting 9) Sole Dispositive Power: *
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Person With: 10) Shared Dispositive Power:*
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 22,466,440*
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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): 31.2%*
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14) Type of Reporting Person (See Instructions): IA, IN
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*Cerberus Partners, L.P. ("Cerberus") is the holder of $17,995,868 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 $16,604,187 principal amount of Series B
Notes of the Company and certain private investment funds (the "Funds") in the
aggregate are the holder of $7,918,181 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 $2.00 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 and the Funds. In addition, $671,846 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 and the Funds are the holders of warrants to purchase,
respectively, 246,637, 360,126 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. ss.240.13d-3, Stephen Feinberg is
deemed to beneficially own 22,466,440 Shares, or 31.2% of those deemed issued
and outstanding pursuant to Reg. ss.240.13d-3. See Item 5 for further
information.
<PAGE>
Item 5. Interest in Securities of the Issuer.
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Based upon information set forth in the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000, as of July 24, 2000, there were
issued and outstanding 49,638,452 Shares. As of July 16, 2000, Cerberus was the
holder of $17,995,868 principal amount of Series B Convertible Subordinated
Notes due 2008 of the Company (the "Series B Notes"); International was the
holder of $16,604,187 principal amount of Series B Notes and the Funds in the
aggregate were the holder of $7,918,181 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 $2.00 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 and the Funds. In addition, $671,846 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.
Also, Cerberus, International and the Funds are the holders of
warrants to purchase, respectively, 246,637, 360,126 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. ss.240.13d-3, Stephen Feinberg is
deemed to beneficially own 22,466,440 Shares, or 31.2% of those deemed issued
and outstanding pursuant to Reg. ss.240.13d-3.
During the sixty (60) days prior to July 16, 2000, there were no
transactions in Shares, or securities convertible into or exchangeable for
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, except as described in this Schedule 13D.
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, $9,597,796 principal amount (the "GSCP
Interest") of the $17,995,868 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, $671,846 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.
<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.
August 23, 2000
/s/ Stephen Feinberg
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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 invest-
ment manager for each of Cerberus
International, Ltd. and the Funds
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
