-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KNcQCVedMwGyw2iydMGcM4ltY1j9ZJ2iKCb9GpLIjixGgBnyUG6j0jjGSCZ2G81J FoQ1UT+nC2E+0y4sugTyPQ== 0000812295-02-000140.txt : 20020510 0000812295-02-000140.hdr.sgml : 20020510 ACCESSION NUMBER: 0000812295-02-000140 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020510 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: APRIA HEALTHCARE GROUP INC CENTRAL INDEX KEY: 0000882289 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 330488566 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42598 FILM NUMBER: 02642344 BUSINESS ADDRESS: STREET 1: 3560 HYLAND AVE STREET 2: C/O APRIA HEALTHCARE GROUP INC CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7144272000 MAIL ADDRESS: STREET 1: 3560 HYLAND AVENUE STREET 2: C/O APRIA HEALTHCARE GROUP INC CITY: COSTA MESA STATE: CA ZIP: 92626 FORMER COMPANY: FORMER CONFORMED NAME: ABBEY HEALTHCARE GROUP INC/DE DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JANUS CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000812295 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 FILLMORE STREET STREET 2: 2ND FLOOR CITY: DENVER STATE: CO ZIP: 80206-4923 BUSINESS PHONE: 3033333863 MAIL ADDRESS: STREET 1: 100 FILLMORE STREET STREET 2: 2ND FLOOR CITY: DENVER STATE: CO ZIP: 80206-4923 FORMER COMPANY: FORMER CONFORMED NAME: JANUS CAPITAL CORP DATE OF NAME CHANGE: 19931213 SC 13G/A 1 apria.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: 2* Name of Issuer: Apria Healthcare Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 03793310-8 *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 in 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). All share information contained in this filing, as it pertains to this issuer, is as of April 30, 2002. CUSIP No.: 03793310-8 Page 2 of 8 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Janus Capital Management LLC EIN #75-3019302 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a. ___ b. _X_ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Colorado NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 5,388,955** 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 5,388,955** 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,388,955** 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.0%** 12. TYPE OF REPORTING PERSON IA, CO ** See Item 4 of this filing CUSIP No.: 03793310-8 Page 3 of 8 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Janus Fund EIN #84-0592523 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a. ___ b. _X_ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 3,819,555** 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 3,819,555** 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,819,555** 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.1%** 12. TYPE OF REPORTING PERSON IV ** See Item 4 of this filing SCHEDULE 13G Page 4 of 8 Item 1. (a). Name of Issuer: Apria Healthcare Group Inc. ("Apria Healthcare") (b). Address of Issuer's Principal Executive Offices: 26220 Enterprise Court Lake Forest, CA 92630 Item 2. (a).-(c). Name, Principal Business Address, and Citizenship of Persons Filing: (1) Janus Capital Management LLC ("Janus Capital") 100 Fillmore Street Denver, Colorado 80206-4923 Citizenship: Colorado (2) Janus Fund 100 Fillmore Street Denver, Colorado 80206-4923 Citizenship: Massachusetts (d). Title of Class of Securities: Common Stock (e). CUSIP Number: 03793310-8 Item 3. Janus Capital is an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Janus Fund is an Investment Company registered under Section 8 of the Investment Company Act of 1940. SCHEDULE 13G Page 5 of 8 Item 4. Ownership The information in items 1 and 5 through 11 on the cover pages (pp. 2- 4) on Schedule 13G is hereby incorporated by reference. Janus Capital is a registered investment adviser which furnishes investment advice to several investment companies registered under Section 8 of the Investment Company Act of 1940 and individual and institutional clients (collectively referred to herein as "Managed Portfolios"). As a result of its role as investment adviser or sub- adviser to the Managed Portfolios, Janus Capital may be deemed to be the beneficial owner of the shares of Apria Healthcare Common Stock held by such Managed Portfolios. However, Janus Capital does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights. Janus Fund is an investment company registered under the Investment Company Act of 1940 and is one of the Managed Portfolios to which Janus Capital provides investment advice. SCHEDULE 13G Page 6 of 8 Item 5. Ownership of Five Percent or Less of a Class N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person Janus Capital's Managed Portfolios, set forth in Item 4 above, have the right to receive all dividends from, and the proceeds from the sale of, the securities held in their respective accounts. The interest of one person, Janus Fund, an investment company registered under the Investment Company Act of 1940, in Apria Healthcare Common Stock amounted to 3,819,555 shares or 7.1% of the total outstanding Common Stock at April 30, 2002. These shares were acquired in the ordinary course of business, and not with the purpose of changing or influencing control of the Issuer. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company N/A Item 8. Identification and Classification of Members of the Group N/A Item 9. Notice of Dissolution of Group N/A Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SCHEDULE 13G Page 7 of 8 SIGNATURES 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. JANUS CAPITAL MANAGEMENT LLC By /s/ Heidi J. Walter 05/10/02 Heidi J. Walter, Date Vice President & Assistant General Counsel JANUS FUND By /s/ Heidi J. Walter 05/10/02 Heidi J. Walter, Date Vice President & Assistant General Counsel SCHEDULE 13G Page 8 of 8 EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Apria Healthcare Group Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned hereby execute this Agreement as of the 10th day of May, 2002. JANUS CAPITAL MANAGEMENT LLC By /s/ Heidi J. Walter Heidi J. Walter, Vice President & Assistant General Counsel JANUS FUND By /s/ Heidi J. Walter Heidi J. Walter, Vice President & Assistant General Counsel -----END PRIVACY-ENHANCED MESSAGE-----