0001011438-13-000128.txt : 20130214 0001011438-13-000128.hdr.sgml : 20130214 20130214155624 ACCESSION NUMBER: 0001011438-13-000128 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: JEFFREY A. BERSH GROUP MEMBERS: MICHAEL J. WARTELL GROUP MEMBERS: VENOR CAPITAL MANAGEMENT GP LLC GROUP MEMBERS: VENOR CAPITAL MASTER FUND LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROTECH HEALTHCARE INC CENTRAL INDEX KEY: 0001175108 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 030408870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78993 FILM NUMBER: 13613362 BUSINESS ADDRESS: STREET 1: 2600 TECHNOLOGY DRIVE STREET 2: SUITE 300 CITY: ORLANDO STATE: FL ZIP: 32804 BUSINESS PHONE: 407-822-4600 MAIL ADDRESS: STREET 1: 2600 TECHNOLOGY DRIVE STREET 2: SUITE 300 CITY: ORLANDO STATE: FL ZIP: 32804 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Venor Capital Management LP CENTRAL INDEX KEY: 0001399348 IRS NUMBER: 043816218 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 7 TIMES SQUARE STREET 2: SUITE 3505 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-703-2132 MAIL ADDRESS: STREET 1: 7 TIMES SQUARE STREET 2: SUITE 3505 CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G/A 1 form_sc13ga-rotech.htm form_sc13ga-rotech.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

ROTECH HEALTHCARE INC.
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

778669101
(CUSIP Number)

December 31, 2012
(Date of Event which Requires Filing
of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ]
 Rule 13d-1(b)
[X]
 Rule 13d-1(c)
[   ]
 Rule 13d-1(d)


*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 the 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).

Continued on following pages
Page 1 of 13 Pages
Exhibit Index: Page 12


 
 
 

CUSIP NO. 778669101
Page 2 of 13 Pages


1.
Names of Reporting Persons
 
I.R.S. Identification Nos. Of above persons (entities only)

Venor Capital Master Fund Ltd.


2.
Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[   ]
b.  
[X]

3.
SEC Use Only

4.
Citizenship or Place of Organization

Cayman Islands

 
5.
Sole Voting Power
Number of
Shares
  
0
Beneficially
Owned By
Each
6.
Shared Voting Power
2,271,153
Reporting
Person
With
7.
Sole Dispositive Power
0
 
8.
Shared Dispositive Power
   
2,271,153


9.
Aggregate Amount Beneficially Owned by Each Reporting Person

2,271,153

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)


8.73%

12.
Type of Reporting Person (See Instructions)

CO



 
 
 
CUSIP NO. 778669101
Page 3 of 13 Pages



1.
Names of Reporting Persons
 
I.R.S. Identification Nos. Of above persons (entities only)

Venor Capital Management LP


2.
Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[   ]
b.  
[X]

3.
SEC Use Only

4.
Citizenship or Place of Organization

Delaware

 
5.
Sole Voting Power
Number of
Shares
  
0
Beneficially
Owned By
Each
6.
Shared Voting Power
2,585,242
Reporting
Person
With
7.
Sole Dispositive Power
0
 
8.
Shared Dispositive Power
   
2,585,242


9.
Aggregate Amount Beneficially Owned by Each Reporting Person

2,585,242

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)


9.94%

12.
Type of Reporting Person (See Instructions)

IA



 
 
 
CUSIP NO. 778669101
Page 4 of 13 Pages



1.
Names of Reporting Persons
 
I.R.S. Identification Nos. Of above persons (entities only)

Venor Capital Management GP LLC


2.
Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[   ]
b.  
[X]

3.
SEC Use Only

4.
Citizenship or Place of Organization

Delaware

 
5.
Sole Voting Power
Number of
Shares
  
0
Beneficially
Owned By
Each
6.
Shared Voting Power
2,585,242
Reporting
Person
With
7.
Sole Dispositive Power
0
 
8.
Shared Dispositive Power
   
2,585,242


9.
Aggregate Amount Beneficially Owned by Each Reporting Person

2,585,242

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)


9.94%

12.
Type of Reporting Person (See Instructions)

OO



 
 
 
CUSIP NO. 778669101
Page 5 of 13 Pages



1.
Names of Reporting Persons
 
I.R.S. Identification Nos. Of above persons (entities only)

Jeffrey A. Bersh


2.
Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[   ]
b.  
[X]

3.
SEC Use Only

4.
Citizenship or Place of Organization

United States

 
5.
Sole Voting Power
Number of
Shares
  
0
Beneficially
Owned By
Each
6.
Shared Voting Power
2,585,242
Reporting
Person
With
7.
Sole Dispositive Power
0
 
8.
Shared Dispositive Power
   
2,585,242


9.
Aggregate Amount Beneficially Owned by Each Reporting Person

2,585,242

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)


9.94%

12.
Type of Reporting Person (See Instructions)

IN

 
 
 
CUSIP NO. 778669101
Page 6 of 13 Pages




1.
Names of Reporting Persons
 
I.R.S. Identification Nos. Of above persons (entities only)

Michael J. Wartell


2.
Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[   ]
b.  
[X]

3.
SEC Use Only

4.
Citizenship or Place of Organization

United States

 
5.
Sole Voting Power
Number of
Shares
  
0
Beneficially
Owned By
Each
6.
Shared Voting Power
2,585,242
Reporting
Person
With
7.
Sole Dispositive Power
0
 
8.
Shared Dispositive Power
   
2,585,242


9.
Aggregate Amount Beneficially Owned by Each Reporting Person

2,585,242

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)


9.94%

12.
Type of Reporting Person (See Instructions)

IN


 
 
 
CUSIP NO. 778669101
Page 7 of 13 Pages



Item 1(a).
Name of Issuer:
   
 
Rotech Healthcare Inc. (the “Issuer”).
   
Item 1(b).
Address of the Issuer's Principal Executive Offices:
   
 
2600 Technology Drive, Suite 300
 
Orlando, Florida 32804
   
Item 2(a), 2(b) and 2(c).  Name of Person Filing; Address of Principal Business Office or, if None, Residence; Citizenship:
   
 
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

 
(i)
Venor Capital Master Fund Ltd. (“Venor Capital Master Fund”), a Cayman Islands exempted company, with respect to shares directly owned by it.
 
 
(ii)
Venor Capital Management LP (“Venor Capital Management”), a Delaware limited partnership, as investment manager to Venor Capital Master Fund and investment adviser to an investment account (collectively with Venor Capital Master Fund, the “Accounts”), with respect to the Shares reported in this Schedule 13G held by the Accounts.
 
 
(iii)
Venor Capital Management GP LLC (“Venor Capital GP”), a Delaware limited liability company, as general partner of Venor Capital Management with respect to the Shares reported in this Schedule 13D held by the Accounts.
 
 
(iv)
Jeffrey A. Bersh, as a managing member of Venor Capital GP, with respect to the Shares reported in this Schedule 13G held by the Accounts.
 
 
(v)
Michael J. Wartell, as a managing member of Venor Capital GP, with respect to the Shares reported in this Schedule 13G held by the Accounts.
 
The citizenship of Venor Capital Master Fund, Venor Capital Management and Venor Capital GP is set forth above.  Jeffrey A. Bersh and Michael J. Wartell are United States citizens.
 
The address of the principal business office of each of the Reporting Persons other than Venor Capital Master Fund is 7 Times Square, New York, NY 10036.  The address of the principal business office of Venor Capital Master Fund is c/o HedgeServ Limited, 75 St. Stephens Green, 2nd Floor, Dublin 2, Ireland.
 
Item 2(d).
Title of Class of Securities:
   
 
Common Stock, $0.0001 par value per share (the “Shares”).
   
Item 2(e).
CUSIP Number:
   
 
778669101


 
 
 
CUSIP NO. 778669101
Page 8 of 13 Pages



Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
 
(a)
[  ] Broker or dealer registered under Section 15 of the Act;
     
 
(b)
[  ] Bank as defined in Section 3(a)(6) of the Act;
     
 
(c)
[  ] Insurance Company as defined in Section 3(a)(19) of the Act;
     
 
(d)
[  ] Investment Company registered under Section 8 of the Investment CompanyAct of 1940;
     
 
(e)
[  ] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
     
 
(f)
[  ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F);
     
 
(g)
[  ] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
     
 
(h)
[  ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act;
     
 
(i)
[  ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;
     
 
(j)
[  ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
   
Item 4.
Ownership:
   
Item 4(a).
Amount Beneficially Owned:
   
 
Venor Capital Management serves as investment manager or investment adviser to the Accounts with respect to which it has voting and dispositive authority over the Shares reported in this Schedule 13G.  Venor Capital GP is the general partner of Venor Capital Management, and as such, it may be deemed to control Venor Capital Management and therefor may be deemed to be the indirect beneficial owner of the Shares reported in this Schedule 13G.  Mr. Jeffrey A. Bersh is a managing member of Venor Capital GP, and as such, he may be deemed to control Venor Capital GP and therefore may be deemed to be the indirect beneficial owner of the Shares reported in this Schedule 13G.  Mr. Michael J. Wartell is a managing member of Venor Capital GP, and as such, he may be deemed to control Venor Capital GP and therefore may be deemed to be the indirect beneficial owner of the Shares reported in this Schedule 13G.
   
 
Each of the Reporting Persons hereby, except for Venor Capital Master Fund, disclaims beneficial ownership of any such Shares.

 
 
 
CUSIP NO. 778669101
Page 9 of 13 Pages



   
A.
Venor Capital Master Fund
     
 
(a)
Amount beneficially owned: 2,271,153 Shares.
 
(b)
Percent of class: 8.73%.
   
(All percentages herein are based on 26,013,976 shares of Common Stock outstanding as of November 9, 2012, as reported in the Company’s 10-Q filed on November 15, 2012)
 
(c)
Number of shares as to which such person has:

 
(i)
Sole power to vote or direct the vote
0
 
(ii)
Shared power to vote or to direct the vote
2,271,153
 
(iii)
Sole power to dispose or to direct the disposition of
0
 
(iv)
Shared power to dispose or to direct the disposition of
2,271,153

   
B.
Venor Capital Management
     
 
(a)
Amount indirectly beneficially owned: 2,585,242 Shares.
 
(b)
Percent of class: 9.94%.
 
(c)
Number of shares as to which such person has:

 
(i)
Sole power to vote or direct the vote
0
 
(ii)
Shared power to vote or to direct the vote
2,585,242
 
(iii)
Sole power to dispose or to direct the disposition of
0
 
(iv)
Shared power to dispose or to direct the disposition of
2,585,242

   
C.
Venor Capital GP
     
 
(a)
Amount indirectly beneficially owned: 2,585,242 Shares.
 
(b)
Percent of class: 9.94%.
 
(c)
Number of shares as to which such person has:

 
(i)
Sole power to vote or direct the vote
0
 
(ii)
Shared power to vote or to direct the vote
2,585,242
 
(iii)
Sole power to dispose or to direct the disposition of
0
 
(iv)
Shared power to dispose or to direct the disposition of
2,585,242

   
D.
Jeffrey A. Bersh
     
 
(a)
Amount indirectly beneficially owned: 2,585,242 Shares.
 
(b)
Percent of class: 9.94%.
 
(c)
Number of shares as to which such person has:

 
(i)
Sole power to vote or direct the vote
0
 
(ii)
Shared power to vote or to direct the vote
2,585,242
 
(iii)
Sole power to dispose or to direct the disposition of
0
 
(iv)
Shared power to dispose or to direct the disposition of
2,585,242


 
 
 
CUSIP NO. 778669101
Page 10 of 13 Pages



   
E.
Michael J. Wartell
     
 
(a)
Amount indirectly beneficially owned: 2,585,242 Shares.
 
(b)
Percent of class: 9.94%.
 
(c)
Number of shares as to which such person has:

 
(i)
Sole power to vote or direct the vote
0
 
(ii)
Shared power to vote or to direct the vote
2,585,242
 
(iii)
Sole power to dispose or to direct the disposition of
0
 
(iv)
Shared power to dispose or to direct the disposition of
2,585,242

Item 5.
Ownership of Five Percent or Less of a Class:
   
 
This Item 5 is not applicable.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
   
 
See Item 4 above.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
   
 
This Item 7 is not applicable.
   
Item 8.
Identification and Classification of Members of the Group:
   
 
This Item 8 is not applicable.
   
Item 9.
Notice of Dissolution of Group:
   
 
This Item 9 is not applicable.
   
Item 10.
Certification:

 
By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.


 
 
 

CUSIP NO. 778669101
Page 11 of 13 Pages


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date: February 14, 2013
Venor Capital Master Fund Ltd.
   
 
By: Venor Capital Management LP, as investment manager
By: Venor Capital Management GP LLC, as general partner
   
   
 
Name:
/s/ Michael J. Wartell
 
By:
Michael J. Wartell
 
Title:
Managing Member
     
     
Date: February 14, 2013
Venor Capital Management LP
   
 
By:
Venor Capital Management GP LLC, as general partner
     
 
Name:
/s/ Michael J. Wartell
 
By:
Michael J. Wartell
 
Title:
Managing Member
     
     
Date: February 14, 2013
Venor Capital Management GP LLC
   
 
Name:
/s/ Michael J. Wartell
 
By:
Michael J. Wartell
 
Title:
Managing Member
     
     
Date:  February 14, 2013
/s/ Jeffrey A. Bersh
 
Jeffrey A. Bersh
     
     
Date:  February 14, 2013
/s/ Michael J. Wartell
 
Michael J. Wartell

 

 
 
 

CUSIP NO. 778669101
Page 12 of 13 Pages


EXHIBIT INDEX
Page No.
A.
Joint Filing Agreement, dated as of February 14, 2013, by and among the Reporting Persons
 
14



 
 
 

CUSIP NO. 778669101
Page 13 of 13 Pages



EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock, par value $0.0001 per share, of Rotech Healthcare Inc. dated as of February 14, 2013, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

Date: February 14, 2013
Venor Capital Master Fund Ltd.
   
 
By: Venor Capital Management LP, as investment manager
By: Venor Capital Management GP LLC, as general partner
   
   
 
Name:
/s/ Michael J. Wartell
 
By:
Michael J. Wartell
 
Title:
Managing Member
     
     
Date: February 14, 2013
Venor Capital Management LP
   
 
By:
Venor Capital Management GP LLC, as general partner
     
 
Name:
/s/ Michael J. Wartell
 
By:
Michael J. Wartell
 
Title:
Managing Member
     
     
Date: February 14, 2012
Venor Capital Management GP LLC
   
 
Name:
/s/ Michael J. Wartell
 
By:
Michael J. Wartell
 
Title:
Managing Member
     
     
Date:  February 14, 2013
/s/ Jeffrey A. Bersh
 
Jeffrey A. Bersh
     
     
Date:  February 14, 2013
/s/ Michael J. Wartell
 
Michael J. Wartell