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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*
HORIZON HEALTH CORPORATION
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
440 41Y 10 4
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(CUSIP Number)
Herschel S. Weinstein, Esq.
Dornbush Mensch Mandelstam & Schaeffer, LLP
747 Third Avenue
New York, NY 10017
(212) 759-3300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 20, 1997
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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(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such shares).
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 on 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).
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SCHEDULE 13D
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CUSIP NO. 440 41Y 10 4 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph A. Cohen
###-##-####
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2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, PF, 00
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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 OR ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER OF 292,300
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 83,350
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
292,300
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10 SHARED DISPOSITIVE POWER
83,350
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,650
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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)
5.4%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
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ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $.01 per share
(the "Common Stock") of Horizon Health Corporation, a Delaware
corporation (the "Company"). The principal executive offices of the
Company are located at 1500 Waters Ridge Drive, Lewisville, Texas
75057-6011.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) The person filing this report is Mr. Joseph A. Cohen (the "Filing
Person"). The Filing Person's principal occupation is as a private
investor. The Filing Person's business address is c/o The Garnet
Group, Inc., 825 Third Avenue, 40th Floor, New York, New York 10022.
(d) - (f) The Filing Person has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such individual was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with
respect to such laws, in each case during the last five years. The
Filing Person is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The securities which are the subject of this statement were acquired
for an aggregate purchase price of $7,098,814.88. The funds used to
acquire such securities represented personal funds or working capital
of persons or entities whose beneficial ownership of Common Stock may
be attributed to the Filing Person as described more fully in Item 5.
ITEM 4. PURPOSE OF THE TRANSACTION
The Filing Person has acquired the Common Stock for investment
purposes. Subject to availability at prices deemed favorable, the
Filing Person, for investment purposes, may purchase additional shares
of Common Stock from time to time in the open market, in privately
negotiated transactions or otherwise.
The Filing Person may dispose of the shares of Common Stock held by
him, directly or indirectly, in the open market, in privately
negotiated transactions or otherwise.
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Except as set forth above, the Filing Person has no present plans or
proposals which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) Items 7-11 and 13 of the cover page of this Schedule which relate to
the beneficial ownership of shares of Common Stock by the Filing
Person are incorporated by reference in response to this item.
As of November 20, 1997, the Filing Person beneficially owned, within
the meaning of Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, 375,650 shares of Common Stock of the Company,
representing 5.4% of the Company's Common Stock. Such percentage was
determined based upon the number of shares of Common Stock outstanding
as reported on the Company's Annual Report on Form 10-K for fiscal
year ended August 31, 1997.
The Filing Person has sole power to vote (or to direct the vote of)
and sole power to dispose of (or to direct the disposition of) 292,300
shares of Common Stock of the Company owned by Trefoil Garnet Capital
Partners, L.P., a Delaware limited partnership ("Trefoil"). The
Filing Person serves as the President and is a shareholder of Garnet
Capital Holdings, Inc., a Delaware corporation which is the general
partner of Trefoil.
The Filing Person has shared power to vote (or to direct the vote of)
and to dispose of (or direct the disposition of) an aggregate of
83,350 shares of Common Stock of the Company, comprised of 83,350
shares owned by various individuals, corporations and other entities
through which the Filing Person indirectly possesses the power to vote
or dispose of such shares of Common Stock. In accordance with Rule
13d-3, the Filing Person may be deemed to be the beneficial owner of
the 83,350 shares of Common Stock owned by such persons. Pursuant to
Rule 13d-4, the Filing Person expressly disclaims that he is the
beneficial owner of such shares.
(c) The following sets forth certain information concerning transactions
in the Common Stock by the Filing Person (either directly or
indirectly through individuals, corporations and other entities
through which the Filing Person possesses the power to vote or dispose
of shares of Common Stock) during the 60 days prior to the date of
this statement. Each transaction is a purchase in the open market:
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DATE OF NO. OF PRICE PER
NAME OF PERSON EFFECTING TRANSACTION TRANSACTION SHARES SHARE
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Ramco Enterprises 11/06/97 3,000 23.300
Trefoil Garnet Capital Partners, L.P. 09/25/97 2,500 25.326
Trefoil Garnet Capital Partners, L.P. 10/24/97 3,000 26.325
Trefoil Garnet Capital Partners, L.P. 10/30/97 28,500 21.876
Trefoil Garnet Capital Partners, L.P. 11/13/97 3,000 22.130
Trefoil Garnet Capital Partners, L.P. 11/20/97 47,800 23.125
(d) - (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The Filing Person is not a party to any contract, arrangement,
understanding or relationship with respect to securities of the
Company.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: November 25, 1997
/s/ Joseph A. Cohen
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