-----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, PYYCvmyh6fburRxhyyZiP56B+1JDsUCAyFYkOxYYdGy3z3m80pjUKbjEg2Tw37CM ZVJEJOFgqNZbRCUoKR+nOA== 0000899140-00-000511.txt : 20001219 0000899140-00-000511.hdr.sgml : 20001219 ACCESSION NUMBER: 0000899140-00-000511 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001218 GROUP MEMBERS: E.M. WARBURG, PINCUS & CO., LLC GROUP MEMBERS: JOEL ACKERMAN GROUP MEMBERS: JONATHAN S. LEFF GROUP MEMBERS: PATRICK T. HACKETT GROUP MEMBERS: WARBURG PINCUS EQUITY PARTNERS LP GROUP MEMBERS: WARBURG, PINCUS & CO. GROUP MEMBERS: WARBURG, PINCUS EQUITY PARTNERS, L.P. GROUP MEMBERS: WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I, C.V. GROUP MEMBERS: WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS, II, C.V. GROUP MEMBERS: WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS, III, C.V. GROUP MEMBERS: WARBURG, PINCUS VENTURES, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COVENTRY HEALTH CARE INC CENTRAL INDEX KEY: 0001054833 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 522073000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-53885 FILM NUMBER: 790932 BUSINESS ADDRESS: STREET 1: 6705 ROCKLEDGE DR STE 900 CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 3015810600 MAIL ADDRESS: STREET 1: 6705 ROCKLEDGE DR SUITE 100 STREET 2: STE 250 CITY: BETHESDA STATE: MD ZIP: 20817 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARBURG PINCUS EQUITY PARTNERS LP CENTRAL INDEX KEY: 0001075598 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVE. CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 SC 13D/A 1 0001.txt AMENDMENT NO. 8 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 8) Under the Securities Exchange Act of 1934 Coventry Health Care, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 - -------------------------------------------------------------------------------- (Title of Class of Securities) 222862104 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Stephen Distler E.M. Warburg, Pincus & Co., LLC 466 Lexington Avenue New York, New York 10017 (212) 878-0600 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Steven J. Gartner, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 December 8, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] This Amendment No. 8 amends the Schedule 13D filed on September 8, 2000 (as amended, the "Schedule 13D") on behalf of Warburg, Pincus Ventures, L.P., a Delaware limited partnership ("Ventures"), E.M. Warburg, Pincus & Co., LLC, a New York limited liability company ("EMW"), Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership ("WPEP"), Warburg, Pincus Netherlands Equity Partners I, C.V., a Netherlands limited partnership ("WPNEPI"), Warburg, Pincus Netherlands Equity Partners II, C.V., a Netherlands limited partnership ("WPNEPII"), Warburg, Pincus Netherlands Equity Partners III, C.V., a Netherlands limited partnership ("WPNEPIII" and together with WPEP, WPNEPI, and WPNEPII, the "Equity Partners"), Warburg, Pincus & Co., a New York general partnership ("WP"), and Patrick T. Hackett, Joel Ackerman and Jonathan S. Leff (the "Trustees"), as trustees of certain voting trusts (the "Voting Trust") under voting trust agreements, dated as of April 15, 1997 (as supplemented on November 12, 1997, the "Voting Trust Agreement") and dated as of July 1, 2000 relating to the common stock, par value $0.01 per share, of Coventry Health Care, Inc., a Delaware corporation (the "Company") (the Trustees, collectively with Ventures, WPEP, WPNEPI, WPNEPII, WPNEPIII, WP and EMW, the "Reporting Persons"). Unless the context otherwise requires, references herein to the "Common Stock" are to the Common Stock of Coventry Health Care, Inc., par value $.01 per share. Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Schedule 13D is hereby amended and restated in its entirety by adding the following statement: No funds are required to convert the Series A Convertible Preferred Stock into Common Stock. No funds were used to purchase the Common Stock resulting from the exercise of the Warrants. See Item 6 below. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended by adding the following: "See also Item 6." Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended by adding the following: On December 8, 2000, Ventures exercised Warrants to purchase 2,117,846 shares of Common Stock for a net cashless exercise resulting in 1,026,614 shares of such Common Stock and converted 4,236,263 shares of Series A Preferred Stock into Common Stock. As of such date, the Reporting Persons beneficially own 19,780,817 shares of Common Stock, or approximately 30.6% of the shares of Common Stock (based on the number of shares of Common Stock outstanding as of October 31, 2000). 1 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 of the Schedule 13D is hereby amended by adding the following: On May 9, 1997, the Company granted Ventures the right to acquire 1,343,822 shares of Common Stock through a Purchase Warrant (the "May Warrant"). On June 30, 1997, the Company granted Ventures the right to acquire an additional 773,825 shares of Common Stock through a Purchase Warrant (the "June Warrant" and together with the May Warrant, the "Warrants.") Pursuant to their terms, both Warrants were subject to mandatory exercise at the option of the Company under certain conditions. On November 29, 2000, the Company exercised its right to require Ventures to exercise the Warrants. The Warrants provide that Ventures may elect a cashless exercise and receive payment upon exercise in the form of shares of Common Stock of the Company valued according to specific terms contained in the Warrant (the "Net Exercise Provision"). On December 8, 2000, the Company and Ventures agreed as to the final terms of the exercise of the Warrants and the number of shares of Common Stock into which the Warrants would be exercised. As of December 8, 2000, Ventures exercised the Warrants and, pursuant to the Net Exercise Provision, received a total of 1,026,614 shares of the Company's Common Stock. In addition, on November 29, 2000, the Company informed Ventures that the shares of the Company's Series A Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock") held by Ventures were subject to a mandatory redemption pursuant to the pursuant to the terms of the Company's Certificate of Designation. Pursuant to the Certificate of Designation, the Company may, if the Common Stock trades in excess of a price per share of $17.00 for a period of 20 consecutive trading days redeem the Preferred Stock. On December 8, 2000, Ventures agreed to convert its shares of Preferred Stock in lieu of the mandatory redemption. On such date, Ventures correspondingly converted 4,236,263 shares of Preferred Stock into Common Stock. Item 7. Material to be Filed as Exhibits None. 2 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: December 14, 2000 WARBURG, PINCUS VENTURES, L.P. By: Warburg, Pincus & Co., General Partner By: /s/ Stephen Distler ------------------------------ Partner Dated: December 14, 2000 WARBURG, PINCUS & CO. By: /s/ Stephen Distler ------------------------------ Partner Dated: December 14, 2000 E.M. WARBURG, PINCUS & CO., LLC By: /s/ Stephen Distler ------------------------------ Member Dated: December 14, 2000 WARBURG, PINCUS EQUITY PARTNERS, L.P. By: Warburg, Pincus & Co., General Partner By: /s/ Stephen Distler ------------------------------ Partner Dated: December 14, 2000 By: /s/ Joel Ackerman ------------------------------ Name: Joel Ackerman Trustee Dated: December 14, 2000 By: /s/ Patrick Hackett ------------------------------ Name: Patrick Hackett Trustee Dated: December 14, 2000 By: /s/ Jonathan Leff ------------------------------ Name: Jonathan Leff Trustee -----END PRIVACY-ENHANCED MESSAGE-----