-----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, MPJIuclXAVpytnT3fdUQ1bP3to7h7cCHnhnh3LVWJK1WP3GsZH8wHJ+ITAo1tdIQ p03JFf5gi5Zm3axtvScr7g== 0000899140-98-000242.txt : 19980508 0000899140-98-000242.hdr.sgml : 19980508 ACCESSION NUMBER: 0000899140-98-000242 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980401 FILED AS OF DATE: 19980507 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COVENTRY CORP CENTRAL INDEX KEY: 0000867440 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 621297579 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: SEC FILE NUMBER: 000-19147 FILM NUMBER: 98612885 BUSINESS ADDRESS: STREET 1: 53 CENTURY BLVD STE 250 CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 6153912449 MAIL ADDRESS: STREET 1: 53 CENTURY BLVD STREET 2: STE 250 CITY: NASHVILLE STATE: TN ZIP: 37214 FORMER COMPANY: FORMER CONFORMED NAME: CONVENTRY CORP DATE OF NAME CHANGE: 19600201 COMPANY DATA: COMPANY CONFORMED NAME: WARBURG PINCUS VENTURES LP CENTRAL INDEX KEY: 0000942263 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] OWNER IRS NUMBER: 133784037 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 BUSINESS ADDRESS: STREET 1: E M WARBURG PINCUS & CO INC STREET 2: 466 LEXINGTON AVE 10TH FL CITY: NEW YORK STATE: NY ZIP: 10017-3147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: E M WARBURG PINCUS & CO INC STREET 2: 466 LEXINGTON AVE 10TH FL CITY: NEW YORK STATE: NY ZIP: 10017-3147 4 1 FORM 4 FILING FORM 4 - September 30, 1998 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Estimated average burden hours per response 0.5 1. Name and Address of Reporting Person* Warburg, Pincus Ventures, L.P. 466 Lexington Avenue New Yor, New York 10017 2. Issuer Name and Ticker or Trading Symbol Coventry Corporation, CVTY 3. IRS or Social Security Number of Reporting (Voluntary) 4. Statement for Month/Year April 1998 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [x] Director [_] Officer (give title below) [x] 10% Owner [x] Other (specify below) Trustee 7. Individual or Joint/Group Filing (Check Applicable Line) [_] Form filed by One Reporting Person [x] Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned - ------------------------------- ---------- ----------- ----------------------------- ---------------- ------------ ----------------- 1. Title of Security 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature (Instr. 3) action action or Disposed of (D) Securities ship of In- Date Code (Instr. 3, 4 and 5) Beneficially Form: direct (Instr. 8) Owned at Direct Bene- End of (D) or ficial (Month/ Month Indirect Owner- Day/ (Instr. 3 (I) ship Year) and 4) (Instr. (Instr. 4) 4) ------- --- -------- --------- ---------- (A) Code V Amount or Price (D) - ------------------------------- ---------- ------- --- -------- --------- ----------- --------------- ------------ ----------------- Common Stock, par value $0.01 4/1/98 J(2) 778,000(3) D (2) 0 I(1) By Warburg, per share Pincus Ventures, L.P. and the Voting Trust (1)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Page 1 of 5 *If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96) Page 1 of 5 FORM 4 (continued) Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security 2. Conver- 3. Trans- 4. Transac- 5. Number of Deriv- (Instr. 3) sion or action tion Code ative Securities Ac- Exercise Date (Instr. 8) quired (A) or Dis- Price of (Month/ posed of (D) Derivative Day/ (Instr. 3, 4, and 5) Security Year) ------------------------------------------------------ Convertible Exchangeable Note $10.00 4/1/98 J(2) 3,749,400 Convertible Exchangeable Note ..................................................................................................... Warrants to Purchase Common Stock $10.625 4/1/98 None 1,343,822 Warrants to Purchase Common Stock $10.625 4/1/98 None 773,825
[CONTINUED FROM ABOVE] 6. Date Exer- 7. Title and Amount of Under- 8. Price 9. Number 10. Owner- 11.Na- cisable and Ex- lying Securities of of Deriv- ship ture piration Date (Instr. 3 and 4) Deriv- ative Form of In- (Month/Day/Year) ative Secur- of De- direct Secur- ities rivative Bene- ity Bene- Secu- ficial (Instr. ficially rity: Own- 5) Owned Direct ership at (D) or (Instr. End Indi- 4) of rect (I) Month (Instr. 4) (Instr. 4) - -------------------------------------------------------------------------- Expera- Exer- tion Title Number of cisable Date Shares December 1, (2) I(1) By 2004 Warburg, Pincus Ventures, L.P. and Voting Trust (1) June 30, 1997 June 30, Common Stock 1,343,822 (2) 0 By Warburg, 2004 Pincus Ventures, L.P. and Voting Trust (1) May 9, 1997 May 9, Common Stock 773,825 (2) 0 I(1) By Warburg 2004 Pincus Ventures, L.P. and Voting Trust (1)
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. SEC 1474 (7-96) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. Page 2 of 5 Explanation of Responses: ________________________ (1) At two separate closings which took place on May 9, 1997 and June 30, 1997, respectively, Warburg, Pincus Ventures, L.P., a Delaware limited partnership ("Ventures"), purchased 8.3% Convertible Exchangeable Senior Subordinated Notes (the "Notes") of Coventry Corporation (the "Company") in the aggregate principal amount of $36,000,000 and Warrants ("Warrants") to purchase 2,117,647 shares of common stock of the Company, par value $.01 per share (the "Common Stock") (the Notes and the Warrants are referred to herein collectively as the "Securities"). The Securities were issued pursuant to an Amended and Restated Securities Purchase Agreement, dated as of April 2, 1997, by and among the Company, Ventures and Franklin Capital Associates III L.P. (the "Purchase Agreement"). Pursuant to a Voting Trust Agreement, dated April 15, 1997, among Patrick T. Hackett, Joel Ackerman and Jonathan S. Leff, as Trustees (collectively, the "Trustees") and Ventures (as supplemented as of November 12, 1997, the "Voting Trust"), Ventures vested the power to vote all of the shares of Common Stock and all of the shares of Series A Preferred Stock which Ventures may acquire upon conversion, exchange or exercise of the Securities irrevocably in the Voting Trust until April 15, 2007; provided, however, that Ventures may terminate the Voting Trust upon written notice to the Trustees if Ventures is deemed to own beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) less than ten percent (10%) of the then outstanding shares of Common Stock. By reason of the provisions of Rule 16a-1 of the Exchange Act, the Voting Trust and the Trustees may be deemed to be the beneficial owner of the Securities held by Ventures, although the Voting Trust and each of the Trustees disclaim beneficial ownership of such Securities. Additionally, the sole general partner of Ventures is Warburg, Pincus & Co., a New York general partnership ("WP"). Lionel I. Pincus is the managing partner of WP and he may be deemed to control it. E.M. Warburg, Pincus & Co., LLC, a New York limited liability company ("EMW"), many of whose members are also general partners of WP, manages Ventures. WP has a 15% interest in the profits of Ventures as the general partner and also owns approximately 1.2% of the limited partnership interests in Ventures. By reason of the provisions of Rule 16a-1 of the Exchange Act, WP and EMW may be deemed to be the beneficial owner of the Securities held by Ventures, although both WP and EMW disclaim beneficial ownership of such Securities except to the extent of any indirect pecuniary interest therein. Mr. Hackett and Mr. Moorhead, directors of the Company, are general partners of WP and members of EMW. As such, each of Mr. Hackett and Mr. Moorhead may be deemed to have an indirect pecuniary interest (within Rule 16a-1 of the Exchange Act) in an indeterminate portion of the Securities beneficially owned by Ventures, EMW, WP and the Voting Trust. Each of Mr. Hackett and Mr. Moorhead disclaims beneficial ownership of such securities except to the extent of any indirect pecuniary interest therein. In addition, Mr. Hackett, Mr. Ackerman and Mr. Leff are each Trustees under the Voting Trust. As such, Mr. Hackett, Mr. Ackerman and Mr. Leff each may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Exchange Act) in an indeterminate portion of the Securities beneficially owned by Ventures, EMW, WP and the Voting Trust. Mr. Hackett, Mr. Ackerman and Mr. Leff each disclaim beneficial ownership of such Securities except to the extent of any indirect pecuniary interest therein. (2) Pursuant to the terms of a Capital Contribution and Share Exchange Agreement entered into by and among Coventry Corporation (the "Company"), Coventry Health Care, Inc. ("Coventry Health Care"), Principal Mutual Life Insurance Company, Principal Holding Company and Principal Health Care, Inc., on April 1, 1998 Coventry Merger Corporation, a corporation wholly owned by Coventry Health Care ("Merger Sub"), was merged with and into the Company, with the Company surviving the Merger (the "Merger"). As a result of the Merger, each outstanding share of Common Stock of the Company was converted into the right to receive one share of Common Stock of Coventry Health Care and each outstanding Convertible Exchangeable Note and Warrant was converted into a Convertible Exchangeable Note and Warrant, respectively, of Coventry Health Care. (3) Includes 5,000 shares of Common Stock owned individually and directly by Patrick T. Hackett. Page 3 of 5 1. Name: Rodman W. Moorhead, III (Director) Address: 466 Lexington Avenue New York, New York 10017 2. Name: Patrick T. Hackett (Director and Trustee) Address: 466 Lexington Avenue New York, New York 10017 3. Name: Joel Ackerman (Trustee) Address: 466 Lexington Avenue New York, New York 10017 4. Name: Jonathan S. Leff (Trustee) Address: 466 Lexington Avenue New York, New York 10017 5. Name: Warburg, Pincus & Co. (General Partner) Address: 466 Lexington Avenue New York, New York 10017 6. Name: E.M. Warburg, Pincus & Co., LLC (Manager of WPV) Address: 466 Lexington Avenue New York, New York 10017 Designated Filer: Warburg, Pincus Ventures, L.P. Issuer & Ticker Symbol: Coventry Corporation (CVTY) Period Covered By Form: March 1998 Page 4 of 5 WARBURG, PINCUS VENTURES, L.P. By: Warburg, Pincus & Co., General Partner By: /s/ Stephen Distler May 5, 1998 ----------------------- ----------- Stephen Distler Date Partner WARBURG, PINCUS & CO. By: /s/ Stephen Distler May 5, 1998 ------------------------ ----------- Stephen Distler Date Partner E.M. WARBURG, PINCUS & CO., LLC By: /s/ Stephen Distler May 5, 1998 ------------------------ ----------- Stephen Distler Date Member Director /s/ Rodman W. Moorhead, III May 5, 1998 --------------------------- ----------- Rodman W. Moorhead, III Date Trustee & Director /s/ Patrick T. Hackett May 5, 1998 --------------------------- ----------- Patrick T. Hackett Date Trustee /s/ Joel Ackerman May 5, 1998 --------------------------- ----------- Joel Ackerman Date Trustee /s/ Jonathan S. Leff May 5, 1998 --------------------------- ----------- Jonathan S. Leff Date Page of 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----