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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Coventry Health Care, Inc.
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(Name of Issuer)
Common Stock, par value $0.01
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(Title of Class of Securities)
222862104
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher
153 East 53rd Street
New York, NY 10022
(212) 821-8000
May 19, 1998
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(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]
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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
7,157,847
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,157,847
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
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.
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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
7,157,847
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,157,847
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
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.
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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
REPORTING
PERSON WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
7,157,847
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,157,847
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
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.
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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 7,157,847
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
7,162,847
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
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.
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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 7,157,847
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,157,847
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
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.
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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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 7,157,847
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,157,847
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%
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.
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This Amendment No. 1 amends the Schedule 13D filed on April 9, 1998 (the
"Schedule 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"), 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
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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 $47,727,549.40, and was furnished from the working capital of
Ventures."
8 of 10 Pages
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Item 5
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Paragraph (a) of Item 5 is hereby amended and restated in its entirety
to read as follows:
"As of May, 18, 1998, Ventures beneficially owned 7,157,847 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 May 18, 1998, 7,157,847 shares of Common
Stock represented approximately 11.1% 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 date of the original Schedule 13D.
9 of 10 Pages
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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: May 21, 1998 WARBURG, PINCUS VENTURES, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Stephen Distler
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Partner
Dated: May 21, 1998 WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
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Partner
Dated: May 21, 1998 E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
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Partner
Dated: May 21, 1998 By: /s/ Patrick T. Hackett
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Trustee
Dated: May 21, 1998 By: /s/ Joel Ackerman
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Trustee
Dated: May 21, 1998 By: /s/ Jonathan S. Leff
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Trustee
10 of 10 Pages
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Schedule I
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Recent Purchases of the Common Stock
of Coventry Health Care, Inc.*
Name of Number of Price Per Date
Purchaser Shares Purchased Share of Trade
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Ventures 122,500 $14.6985 05/08/98
Ventures 20,000 $14.625 05/08/98
Ventures 7,500 $14.8333 05/08/98
Ventures 93,900 $14.7577 05/11/98
Ventures 59,000 $14.6467 05/12/98
Ventures 5,500 $14.6875 05/13/98
Ventures 35,000 $14.8125 05/13/98
Ventures 30,000 $14.375 05/14/98
Ventures 25,000 $14.5 05/14/98
Ventures 800 $14.5625 05/14/98
Ventures 61,600 $14.1347 05/18/98
Ventures 10,000 $13.625 05/18/98
Ventures 35,000 $13.75 05/18/98
Ventures 12,000 $13.75 05/19/98
* Each of the above purchases was made on the NASDAQ national exchange, on which
the Common Stock is traded.
S-1
