<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Coventry Health Care, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01
- --------------------------------------------------------------------------------
(Title of Class of Securities)
222862104
- --------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Patrick T. Hackett
E.M. Warburg, Pincus & Co., LLC
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
August 5, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires
Filing of this Schedule)
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: [X]
<PAGE>
SCHEDULE 13D
CUSIP No. 222853103 Page 2 of 10 Pages
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus Ventures, L.P. I.D. #13-3784037
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
7,919,147
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,919,147
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
14 TYPE OF REPORTING PERSON*
PN
*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.
<PAGE>
SCHEDULE 13D
CUSIP No. 222853103 Page 3 of 10 Pages
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus & Co. I.D. #13-6358475
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
7,919,147
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,919,147
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
14 TYPE OF REPORTING PERSON*
PN
*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.
<PAGE>
SCHEDULE 13D
CUSIP No. 222853103 Page 4 of 10 Pages
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.M. Warburg, Pincus & Co., LLC I.D. #13-3536050
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
7,919,147
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,919,147
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
14 TYPE OF REPORTING PERSON*
OO
*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.
<PAGE>
SCHEDULE 13D
CUSIP No. 222853103 Page 5 of 10 Pages
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrick T. Hackett
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
5,000
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 7,919,147
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 5,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,924,147
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
14 TYPE OF REPORTING PERSON*
IN
*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.
<PAGE>
SCHEDULE 13D
CUSIP No. 222853103 Page 6 of 10 Pages
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joel Ackerman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 7,919,147
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,919,147
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
14 TYPE OF REPORTING PERSON*
IN
*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.
<PAGE>
SCHEDULE 13D
CUSIP No. 222853103 Page 7 of 10 Pages
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jonathan S. Leff
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [X]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 7,919,147
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,919,147
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
14 TYPE OF REPORTING PERSON*
IN
*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.
<PAGE>
This Amendment No. 2 amends the Schedule 13D filed on April 9, 1998 (the
"Original 13D") on behalf of Warburg, Pincus Ventures, L.P., a Delaware limited
partnership ("Ventures"), Warburg, Pincus & Co., a New York general partnership
("WP"), E.M. Warburg, Pincus & Co., LLC, a New York limited liability company
("EMW"), and Patrick T. Hackett, Joel Ackerman, and Jonathan S. Leff (the
"Trustees"), as trustees of a voting trust (the "Voting Trust") under a voting
trust agreement, dated as of April 15, 1997 (as supplemented on November 12,
1997, the "Voting Trust Agreement"), as amended by Amendment No. 1, filed on May
21, 1998 ("Amendment No. 1", and together with the Original 13D, the "Schedule
13D") relating to the common stock, par value $0.01 per share, of Coventry
Health Care, Inc., a Delaware corporation (the "Company").
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item 3
------
Item 3 of the Schedule 13D is hereby amended by adding the following:
"The total amount of funds required by Ventures to purchase the
Securities, was $52,690,906, and was furnished from the working capital of
Ventures."
8 of 10 Pages
<PAGE>
Item 5
------
Paragraph (a) of Item 5 is hereby amended and restated in its entirety
to read as follows:
"As of August 10, 1998, Ventures beneficially owned 7,919,147 shares of
Common Stock, subject to adjustment. By reason of their respective relationships
with Ventures, each of the Reporting Entities may be deemed under Rule 13d-3
under the Exchange Act to own beneficially all of the shares of Common Stock
which Ventures beneficially owns. As of August 10, 1998, 7,919,147 shares of
Common Stock represented approximately 12.3% of the outstanding shares of Common
Stock, based on the 58,443,261 shares of Common Stock outstanding as of April 1,
1998, as reported to the Reporting Entities by the Company."
Schedule I hereto sets forth a list of open market purchases of Common
Stock made by Ventures since the filing of Amendment No. 1.
9 of 10 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: August 11, 1998 WARBURG, PINCUS VENTURES, L.P.
By: Warburg, Pincus & Co.,
General Partner
By:/s/Stephen Distler
------------------
Partner
Dated: August 11, 1998 WARBURG, PINCUS & CO.
By:/s/Stephen Distler
------------------
Partner
Dated: August 11, 1998 E.M. WARBURG, PINCUS & CO., LLC
By:/s/Stephen Distler
------------------
Member
Dated: August 11, 1998 By:/s/Patrick T. Hackett
---------------------
Trustee
Dated: August 11, 1998 By:/s/Joel Ackerman
----------------
Trustee
Dated: August 11, 1998 By:/s/ Jonathan S. Leff
--------------------
Trustee
10 of 10 Pages
<PAGE>
Schedule I
Recent Purchases of the Common Stock
of Coventry Health Care, Inc.[1]
Name of Number of Price Per Date
Purchaser Shares Purchased Share of Trade
Ventures 10,000 $13.8125 05/21/98
Ventures 23,100 $13.6 05/22/98
Ventures 17,500 $13.2996 05/26/98
Ventures 10,000 $13.5 05/26/98
Ventures 7,000 $12.9196 05/27/98
Ventures 37,000 $13.0338 05/27/98
Ventures 30,000 $14.4063 05/28/98
Ventures 5,000 $14 05/28/98
Ventures 10,000 $14.4375 05/29/98
Ventures 17,000 $14.4118 05/29/98
Ventures 149,400 $ [2] 06/30/98
Ventures 120,000 $5.526 08/04/98
Ventures 100,000 $5.9375 08/05/98
Ventures 225,300 $6.3125 08/07/98
- --------
1 Each of the above purchases was made on the Nasdaq National Market, on which
the Common Stock is traded, except for the dividends referred to in Note 2.
2 Reflects interest on convertible exchangeable notes payable in additional
convertible exchangeable notes as of June 30, 1998. Such notes are
convertible into 149,400 shares of Common Stock.
S-1
