SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
CORAM HEALTHCARE CORPORATION
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
218103109
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein Sandler PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 421-2600 (973) 597-2424
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which 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. [ ]
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).
Cusip No. 218103109
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): OO
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5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e): Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: *
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Shares Beneficially 8) Shared Voting Power: *
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Owned by
Each Reporting 9) Sole Dispositive Power: *
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Person With 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,610,816*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 3.1%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* Cerberus Partners, L.P. ("Cerberus") is the holder of $3,221,632 principal
amount of Series B Senior Subordinated Convertible Notes (the "Series B Notes")
of Coram Healthcare Corporation (the "Company"). The Series B Notes are
convertible, at the option of the holder thereof, into shares of Common Stock
(the "Shares") of the Company at the rate of $2.00 per Share, which conversion
rate is subject to adjustment in certain circumstances. Stephen Feinberg
possesses sole power to vote and direct the disposition of all securities of the
Company owned by Cerberus. Thus, for the purposes of Reg. Section 240.13d-3,
Stephen Feinberg is deemed to beneficially own 1,610,816 Shares, or 3.1% of
those deemed issued and outstanding pursuant to Reg. Section 240.13d-3. See Item
5 for further information.
Item 1. Security and Issuer.
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This statement relates to the Common Stock, par value $0.001 per
share (the "Shares"), of Coram Healthcare Corporation, a Delaware corporation
(the "Company"), whose principal executive offices are located at 1675 Broadway,
Suite 900, Denver, Colorado 80202.
Item 3. Source and Amount of Funds or Other Consideration.
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Pursuant to an Exchange Agreement, dated as of December 31, 2002, by
and among Coram, Inc., a wholly owned subsidiary of the Company, Cerberus and
certain other parties named therein, Cerberus, and certain other parties,
exchanged, among other securities, certain Series B Senior Subordinated
Convertible Notes of the Company (the "Series B Notes") and certain accrued but
unpaid interest thereon, in return for, among other securities, shares of Series
B Cumulative Preferred Stock, par value $0.001 per share, of Coram, Inc. (the
"Series B Shares").
Item 5. Interest in Securities of the Issuer.
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Based upon information set forth in the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2002, as of November 15, 2002,
there were issued and outstanding 49,638,452 Shares. As of December 31, 2002,
Cerberus was the holder of $3,221,632 principal amount of Series B Notes. The
Series B Notes are convertible, at the option of the holder thereof, into Shares
at the rate of $2.00 per Share, which conversion rate is subject to adjustment
in certain circumstances. Stephen Feinberg possesses sole power to vote and
direct the disposition of all securities of the Company owned by Cerberus. Thus,
for the purposes of Reg. Section 240.13d-3, Stephen Feinberg is deemed to
beneficially own 1,610,816 Shares, or 3.1% of those deemed issued and
outstanding pursuant to Reg. Section 240.13d-3.
During the sixty (60) days prior to December 31, 2002, there were no
transactions in Shares, or securities convertible into or exchangeable for
Shares, by Stephen Feinberg or any person or entity controlled by him or any
person or entity for which he possesses voting or investment control over the
securities thereof, except as described in this Schedule 13D Amendment No. 4.
The reporting person ceased to be the beneficial owner of more than
five percent of the class of securities on December 31, 2002.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
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In connection with the exchange of, among other securities, Series B
Notes for, among other securities, Series B Shares, in addition to the Exchange
Agreement which is incorporated by reference as Exhibit 1 hereto, Cerberus
entered into an Amendment No. 6 to Securities Exchange Agreement, dated as of
December 31, 2002, pursuant to which, among other things, Coram, Inc., the
Company, Cerberus and certain other parties agreed to amend the maturity of the
Series B Notes to the earlier of June 30, 2003 and the effective date of a Joint
Plan of Reorganization of the Company and Coram, Inc., as more particularly set
forth and described in the Amendment No. 6 to Securities Exchange Agreement
incorporated by reference as Exhibit 2 hereto.
The descriptions of the transactions and agreements set forth in this
Schedule 13D Amendment No. 4 are qualified in their entirety by reference to the
complete agreements governing such matters, which are incorporated by reference
to this Schedule 13D Amendment No. 4 as exhibits pursuant to Item 7 hereof.
Except as otherwise described herein, no contracts, arrangements,
understandings or similar relationships exist with respect to the securities of
the Company between Stephen Feinberg and any person or entity.
Item 7. Material to be Filed as Exhibits.
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1. Exchange Agreement, dated as of December 31, 2002, by and among
Coram, Inc., Cerberus Partners, L.P. and certain other parties named therein,
incorporated by reference to Exhibit 99.1 to the Company's Current Report on
Form 8-K filed by the Company on January 17, 2003.
2. Amendment No. 6 to Securities Exchange Agreement, dated as of
December 31, 2002, by and among Coram, Inc., Cerberus Partners, L.P. and certain
other parties named therein, incorporated by reference to Exhibit 99.3 to the
Company's Current Report on Form 8-K filed by the Company on January 17, 2003.
Signature
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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.
April 30, 2003
/s/ Stephen Feinberg
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Stephen Feinberg, in his capacity
as the managing member of Cerberus
Associates, L.L.C., the general
partner of Cerberus Partners, L.P.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).