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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. 2)*
CAREADVANTAGE, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
14166N209
(CUSIP Number)
Robert J. Pures
Senior Vice President - Administration, Chief Financial
Officer and Treasurer Blue Cross and Blue Shield of
New Jersey, Inc.
Three Penn Plaza East
Newark, New Jersey 07105-2200
(201) 466-8500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 27, 1997
(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 this 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: 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.
(Continued on following pages)
(Page 1 of 6 Pages)
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*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 (the "Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act shall be subject to all other
provisions of the Exchange Act (however, see the Notes).
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Page 2 of 6 Pages
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 14166N209
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<S> <C>
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Blue Cross and Blue Shield of New Jersey, Inc. -
Fed. I.D. # 22-0999690
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5. PURSUANT TO ITEM 2(D) OR 2(E) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF 7. SOLE VOTING POWER
SHARES 37,617,420
BENEFICIALLY
8. SHARED VOTING POWER
OWNED BY EACH
75,401,507 See Item 5(a) and (b).
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
37,617,420
10. SHARED DISPOSITIVE POWER
75,401,507 See Item 5(a) and (b).
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,617,420 See Item 5(a).
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /X/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.6% See Item 5(a).
14. TYPE OF REPORTING PERSON
CO
</TABLE>
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Page 3 of 6 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of shares of Common Stock and the
percentage of outstanding shares of common stock, par value $.001 per share (the
"Common Stock"), of CareAdvantage, Inc. (the "Company") beneficially owned by
Blue Cross and Blue Shield of New Jersey, Inc. ("BCBSNJ") and the persons who
may be deemed to comprise a "group" within the meaning of Section 13(d)(3) of
the Exchange Act, as of the close of business on February 27, 1997, are set
forth below:
<TABLE>
<CAPTION>
SHARES PERCENTAGE OF
NAME OF HOLDER BENEFICIALLY OWNED OUTSTANDING SHARES
-------------- ------------------ ------------------
<S> <C> <C>
CW Ventures II, L.P. ............ 37,784,087(1) 45.9%
Blue Cross and Blue Shield
of New Jersey, Inc. ........... 37,617,420 50.6%
Total ........................... 75,401,507 91.6%
</TABLE>
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(1) Consists of 29,813,930 shares of Common Stock held by CW Ventures II,
L.P. ("CW") as of February 27, 1997; 7,803,490 shares of Common Stock
issuable upon exchange of that certain $2 million principal amount 8%
Exchangeable Note due June 30, 1998 issued to CW on February 22, 1996 by
CareAdvantage Health Systems, Inc. ("CAHS") (the "CW Note"); and 166,667
shares of Common Stock underlying warrants issued by the Company to CW
on January 2, 1996.
BCBSNJ disclaims membership in a group with CW for the purpose of Section 13(d)
of the Exchange Act or for any other purpose.
(b) By virtue of that certain Stockholders' Agreement dated as of
February 22, 1996 by and among the Company, BCBSNJ and CW, BCBSNJ and CW may be
deemed to have shared power to vote or direct the vote and shared power to
dispose of or direct the disposition of the shares of Common Stock beneficially
owned by BCBSNJ. However, BCBSNJ disclaims membership in a group with CW for the
purpose of Section 13(d) of the Exchange Act or for any other purpose.
(c) On February 27, 1997, in connection with the Company's
failure to realize certain revenue and earnings levels during its most recently
completed fiscal year, the Company issued 25,910,729 shares of Common Stock to
CW and 24,242,337 shares of Common Stock to BCBSNJ, pursuant to the terms of the
CW Note and a similar $3.6 million principal amount 8% Exchangeable Note due
June 30, 1998 issued by CAHS to BCBSNJ on February 22, 1996.
(d) Not applicable.
(e) Not applicable.
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Page 4 of 6 Pages
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.
February 28, 1997
(Date)
BLUE CROSS AND BLUE SHIELD OF NEW
JERSEY, INC.
/s/ Robert J. Pures
Name: Robert J. Pures
Title: Senior Vice President - Administration,
Chief Financial Officer & Treasurer
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Page 5 of 6 Pages
APPENDIX A
INFORMATION REQUIRED BY ITEM 2 OF
THE SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
The following information is based on the knowledge of Blue Cross
and Blue Shield of New Jersey, Inc. ("BCBSNJ"), the entity filing this Schedule
13D:
With Respect to the Directors and Executive Officers of BCBSNJ:
29. Mr. Christy W. Bell
(a) Mr. Bell is a citizen of the United States of
America.
(b) Mr. Bell's business address is Three Penn Plaza
East, Newark, New Jersey 07105-2200.
(c) Mr. Bell is Senior Vice President - Health Industry
Services of BCBSNJ.
(d) During the last five years, Mr. Bell has not been
convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Bell has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding he 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 violation with respect to such
laws.
30. Ms. Donna M. Celestini
(a) Ms. Celestini is a citizen of the United States of
America.
(b) Ms. Celestini's business address is Three Penn
Plaza East, Newark, New Jersey 07105- 2200.
(c) Ms. Celestini is Vice President - Managed
Operations of BCBSNJ.
(d) During the last five years, Ms. Celestini has not
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, Ms. Celestini has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding he 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 violation with respect to such
laws.
31. Charles C. Emery, Jr., Ph.D.
(a) Dr. Emery is a citizen of the United States of
America.
(b) Dr. Emery's business address is Three Penn Plaza
East, Newark, New Jersey 07105- 2200.
(c) Dr. Emery is Vice President and Chief Information
Officer - Information Systems of BCBSNJ.
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Page 6 of 6 Pages
(d) During the last five years, Dr. Emery has not been
convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, Dr. Emery has not been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding he 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 violation with respect to such
laws.
