-----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, Bq/ExS0bkA+YEgW0GkZN74Icfll0ZklynFK703XK7vgBKYMPDkfbxrfh0a8G/Ujp 8cMPn2IB4fVU89JLpnqrZw== 0000904454-09-000063.txt : 20090217 0000904454-09-000063.hdr.sgml : 20090216 20090217162618 ACCESSION NUMBER: 0000904454-09-000063 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HLTH CORP CENTRAL INDEX KEY: 0001009575 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943236644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57697 FILM NUMBER: 09614258 BUSINESS ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 BUSINESS PHONE: 2017033400 MAIL ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 FORMER COMPANY: FORMER CONFORMED NAME: EMDEON CORP DATE OF NAME CHANGE: 20051018 FORMER COMPANY: FORMER CONFORMED NAME: WEBMD CORP /NEW/ DATE OF NAME CHANGE: 20001102 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHEON CORP DATE OF NAME CHANGE: 19980729 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KENSICO CAPITAL MANAGEMENT CORP CENTRAL INDEX KEY: 0001113000 IRS NUMBER: 134079277 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-862-5800 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G/A 1 s13ga_021309-hlthcorp.htm AMD TO SCHED 13G FOR HLTH CORP BY KENSICO CAP MGMT

CUSIP No. 40422Y101

Page 1 of 6 Pages

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

HLTH Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

40422Y101

(CUSIP Number)

 

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

 

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

 

 

o

Rule 13d-1(b)

 

x

Rule 13d-1(c)

 

o

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 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).

 

 

CUSIP No. 40422Y101

Page 2 of 6 Pages

 

1.

Names of Reporting Person

 

 

I.R.S. Identification Nos. of Above Persons (entities only)

Kensico Capital Management Corporation

 

13-4079277

2.

Check the Appropriate Box

if a Member of a Group

(a) o

(b) o

3.

SEC Use Only

 

4.

Citizenship or Place

of Organization

Delaware

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

5.

Sole Voting
Power

-0-

6.

Shared Voting
Power

 

2,915,206

7.

Sole Dispositive
Power

-0-

8.

Shared Dispositive Power

 

2,915,206

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

2,915,206

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

 

o

11.

Percent of Class Represented by Amount in Row (9)

2.0%

12.

Type of Reporting Person

CO

 

 

CUSIP No. 40422Y101

Page 3 of 6 Pages

 

1.

Names of Reporting Person

 

I.R.S. Identification Nos. of Above Persons (entities only)

Michael Lowenstein

2.

Check the Appropriate Box

if a Member of a Group

(a) o

(b) o

3.

SEC Use Only

 

4.

Citizenship or Place

of Organization

United States

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

5.

Sole Voting
Power

-0-

6.

Shared Voting
Power

 

2,915,206

7.

Sole Dispositive
Power

-0-

8.

Shared Dispositive Power

 

2,915,206

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

2,915,206

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

 

o

11.

Percent of Class Represented by Amount in Row (9)

2.0%

12.

Type of Reporting Person

IN, HC

 

 

CUSIP No. 40422Y101

Page 4 of 6 Pages

 

1.

Names of Reporting Person

 

 

I.R.S. Identification Nos. of Above Persons (entities only)

Thomas J. Coleman

2.

Check the Appropriate Box

if a Member of a Group

(a) o

(b) o

3.

SEC Use Only

 

4.

Citizenship or Place

of Organization

United States

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

5.

Sole Voting
Power

-0-

6.

Shared Voting
Power

 

2,915,206

7.

Sole Dispositive
Power

-0-

8.

Shared Dispositive Power

 

2,915,206

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

2,915,206

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

 

o

11.

Percent of Class Represented by Amount in Row (9)

2.0%

12.

Type of Reporting Person

IN, HC

 

 

CUSIP No. 40422Y101

Page 5 of 6 Pages

 

Amendment No. 2 to Schedule 13G (Final Amendment)

 

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission on October 1, 2007 and Amendment No. 1 thereto filed on February 14, 2008 (as so amended, the "Schedule 13G"). Terms defined in the Schedule 13G are used herein as so defined.

 

The following items of the Schedule 13G are hereby amended and restated as follows:

 

Item 4.

Ownership.

 

For each Reporting Person:

 

 

(a)

Amount beneficially owned:

 

As of December 31, 2008, each of Kensico Capital Management, Mr. Lowenstein and Mr. Coleman may be deemed to be the beneficial owner of the 2,915,206 shares of Common Stock held for the accounts of the Funds. Of such 2,915,206 shares of Common Stock , Kensico Partners directly beneficially owns 91,919 shares of Common Stock, Kensico Associates directly beneficially owns 128,372 shares of Common Stock, Kensico Offshore directly beneficially owns 2,623,990 shares of Common Stock, Kensico Offshore II directly beneficially owns 35,555 shares of Common Stock, and Kensico Drawdown directly beneficially owns 35,370 shares of Common Stock.

 

 

(b)

Percent of class:

 

2.0% (based upon 185,561,083 shares of Common Stock issued and outstanding as of November 5, 2008)

 

 

(c)

Number of shares to which each Reporting Person has:

 

 

(i)

Sole power to vote or direct the vote: -0-

 

 

(ii)

Shared power to vote or direct the vote: 2,915,206

 

 

(iii)

Sole power to dispose or to direct the disposition of: -0-

 

 

(iv)

Shared power to dispose of or direct the disposition of: 2,915,206

 

 

CUSIP No. 40422Y101

Page 6 of 6 Pages

 

SIGNATURE

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.

 

Dated: February 11, 2009

 

KENSICO CAPITAL MANAGEMENT CORP.

BY:

/s/ MICHAEL LOWENSTEIN

 

Signature

 

Michael Lowenstein, Authorized Signatory

 

Name/Title

 

 

/s/ MICHAEL LOWENSTEIN

Signature

 

 

/s/ THOMAS J. COLEMAN

Signature

 

 

 

 

 

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