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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(A)
Under the Securities Exchange Act of 1934
TENDER LOVING CARE HEALTH CARE SERVICES, INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
88032R
(CUSIP Number)
FLOYD I. WITTLIN, ESQ.
RICHARDS & O'NEIL, LLP
885 THIRD AVENUE
NEW YORK, NEW YORK 10022-4873
(212) 207-1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 20, 1999
(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. [ ]
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<TABLE>
<CAPTION>
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SCHEDULE 13D
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CUSIP NO. 88032R
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<S> <C>
(1) Name of reporting persons...................... Stephen Savitsky
S.S. or I.R.S. identification Nos. of above
persons........................................ ###-##-####
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(2) Check the appropriate box if a member of a (a)
group (see instructions)....................... (b)
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(3) SEC use only...................................
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(4) Source of funds (see instructions)............. N/A
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(5) Check 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 beneficially owned by each reporting
person with:
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(7) Sole voting power.............................. 1,300,369
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(8) Shared voting power............................ 0
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(9) Sole dispositive power......................... 1,300,369
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(10) Shared dispositive power....................... 0
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(11) Aggregate amount beneficially owned by each
reporting person............................... 1,330,369
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(12) Check if the aggregate amount in Row (11)
excludes certain shares (see instructions)..... [ ]
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(13) Percent of class represented by amount in Row
(11)........................................... 11.3%
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(14) Type of reporting person (see instructions).... IN
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</TABLE>
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ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $.01 per
share ("Common Stock"), of Tender Loving Care Health Care Services, Inc., a
Delaware corporation (the "Issuer"). The Issuer's principal executive offices
are located at 1983 Marcus Avenue, Lake Success, New York 11042.
ITEM 2. IDENTITY AND BACKGROUND
(a) Stephen Savitsky.
(b) Mr. Savitsky's business address is 1983 Marcus Avenue,
Lake Success, New York 10042.
(c) Mr. Savitsky is Chairman of the Board and Chief Executive
Officer of the Issuer.
(d) Mr. Savitsky has not been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) during the
last five years.
(e) Mr. Savitsky has not been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction during the last five
years that resulted in Mr. Savitsky being 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On October 20, 1999, Staff Builders, Inc., a Delaware
corporation, ("Staff Builders"), consummated a spin-off of its home health care
business through a distribution of the shares of Common Stock of the Issuer
owned by Staff Builders (the "Spin-Off"). In the Spin-Off, Staff Builders
distributed to each of its shareholders one share of Common Stock of the Issuer
for every two shares of Staff Builders common stock held by such shareholder on
October 12, 1999 (the "Record Date"). Beneficial ownership of the Common Stock
to the extent described herein was acquired by Mr. Savitsky pursuant to the
Spin-Off. No consideration was paid for the acquisition of the shares of Common
Stock.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Savitsky acquired the shares of Common Stock in the
Spin-Off described in Item 3 above. Mr. Savitsky, in his capacity as a
shareholder of the Issuer, does not have any plans or proposals which are
related to or would result in:
(a) The acquisition by any person of additional securities of
the Issuer, or disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its subsidiaries;
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(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any further change in the present board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(j) Any action similar to any of those enumerated above.
In view of the fact that Mr. Savitsky is the Chairman of the
Board of the Issuer as well as its Chief Executive Officer, it is expected that
he will confer from time to time with other directors and officers of the Issuer
as to matters relating to the Issuer and its business which may include any of
the corporate actions set forth above and that he may from time to time take or
recommend such actions as he may deem desirable, including possibly any of such
corporate actions.
In addition, as a principal stockholder of the Issuer, Mr.
Savitsky reserves the right to take or recommend such actions as he may consider
desirable, including possibly any of the corporate actions set forth above.
Moreover, he intends to review from time to time his holdings of the Issuer's
securities and reserves the right to acquire or dispose of the Issuer's
securities, whether through open market purchases or otherwise.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Savitsky beneficially owns the indicated securities as
follows: (i) 1,300,369 shares held directly and (ii) 30,000 held in trust (of
which Mr. Savitsky's spouse is trustee) for the benefit of one of Mr. Savitsky's
children. Mr. Savitsky disclaims beneficial ownership of the securities
indirectly held except to the extent of his pecuniary interest therein.
(b) Mr. Savitsky has sole power with respect to the voting and
disposition of the 1,300,369 shares directly held.
(c) Mr. Savitsky has not engaged in any transaction with
regard to the Common Stock during the past sixty days.
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(d) With the exception of the trust described in paragraph
(a), to the best of Mr. Savitsky's knowledge, no other person is known to have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any shares of Common Stock beneficially owned by
Mr. Savitsky.
(e) Not applicable.
ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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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.
Dated: October 29, 1999
/s/ STEPHEN SAVITSKY
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Stephen Savitsky
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 100)
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