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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. 1)*
HORIZON HEALTH CORPORATION
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
44041Y 10 4
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(CUSIP Number)
ROGER A. KLEIN, ESQ.
HOWREY & SIMON
1299 PENNSYLVANIA AVENUE NW
WASHINGTON, D.C. 20004-2402
(202) 783-0800
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MARCH 2, 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 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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 class.)
(See Rule 13d-7.)
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).
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SCHEDULE 13D
CUSIP NO. 44041Y 10 4 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HOWARD B. FINKEL
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
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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
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF
SHARES 238,600
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON -----------------------------------------------------------------
WITH: 9 SOLE DISPOSITIVE POWER
238,600
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
238,600
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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)
3.4%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDING 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.
Common Stock, $.01 par value per share, of Horizon Health Corporation,
a Delaware corporation.
Horizon Health Corporation
1500 Waters Ridge Drive
Lewisville, TX 75057-6011
ITEM 2. IDENTITY AND BACKGROUND.
(a) Howard B. Finkel
(b) 768 Chimney Creek
Golden, CO 80401
(c) The Reporting Person was the former Chief Executive Officer of
Specialty Healthcare Management, Inc. He is currently
retired.
(d) None
(e) None
(f) U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable
ITEM 4. PURPOSE OF TRANSACTION.
On March 2, 1998, the Reporting Person disposed of 425,000 shares of
the Issuer Common Stock pursuant to that certain Amendment No. 2 to Form S-3
Registration Statement under the Securities Act of 1933 of the Issuer effective
January 23, 1998 registering 1,059,280 shares of the Issuer Common Stock to be
offered for sale by certain stockholders of the Issuer (Registration No.
333-38421) (the "Registration Statement"). The 425,000 shares of the Issuer
Common Stock sold by the Reporting Person as reported hereby represent all of
the Reporting Person's shares of the Issuer Common Stock registered to be
offered for sale pursuant to the Registration Statement.
(a) None
(b) None
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(c) None
(d) None
(e) None
(f) None
(g) None
(h) None
(i) None
(j) None
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) At the date of this Schedule, (i) the Reporting Person is the
beneficial owner of 238,600 shares of Common Stock, $.01 par
value per share, of the Issuer, and (ii) such shares represent
approximately 3.4% of the issued and outstanding shares of the
Issuer's Common Stock.
(b) The Reporting Person currently has sole power to vote and sole
power to dispose of all 238,600 shares.
(c) None
(d) Not Applicable
(e) Pursuant to the transaction described in Item 4, which
description is incorporated by reference in this Item 5(e),
the Reporting Person ceased to be the beneficial owner of more
than five percent of the Issuer Common Stock on March 2, 1998.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following document is filed as an exhibit to this Schedule:
1. Amendment No. 2 to Form S-3 Registration Statement Under the
Securities Act of 1933 of Horizon Health Corporation, as
declared effective on January 23, 1998
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(Registration No. 333-38421) (incorporated herein by reference
to such Registration Statement as filed with the Commission by
the Issuer on January 20, 1998).
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.
Date 3/6/98 /s/ HOWARD B. FINKEL
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Signature
Howard B. Finkel
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Name/Title
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INDEX TO EXHIBITS
1. Amendment No. 2 to Form S-3 Registration Statement Under the
Securities Act of 1933 of Horizon Health Corporation, as declared
effective on January 23, 1998 (Registration No. 333-38421)
(incorporated herein by reference to such Registration Statement as
filed with the Commission by the Issuer on January 20, 1998).
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