0000904454-13-001020.txt : 20130917 0000904454-13-001020.hdr.sgml : 20130917 20130917171619 ACCESSION NUMBER: 0000904454-13-001020 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130917 DATE AS OF CHANGE: 20130917 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WebMD Health Corp. CENTRAL INDEX KEY: 0001326583 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 202783228 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81047 FILM NUMBER: 131101994 BUSINESS ADDRESS: STREET 1: 111 EIGHTH AVE. CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 212-624-3700 MAIL ADDRESS: STREET 1: 111 EIGHTH AVE. CITY: NEW YORK STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: WebMD Health Holdings, Inc. DATE OF NAME CHANGE: 20050510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KENSICO CAPITAL MANAGEMENT CORP CENTRAL INDEX KEY: 0001113000 IRS NUMBER: 134079277 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/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 13D/A 1 s13da_091613-webmd.htm SCHEDULE 13D - AMENDMENT NO. 2 FOR WEBMD HEALTH CORP. s13da_091613-webmd.htm
 

 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
 
SCHEDULE 13D
(Rule 13d-101)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)1
 
WebMD Health Corp.
(Name of Issuer)
 
Common Stock, $.01 par value
  (Title of Class of Securities)
 
 
94770V102
(CUSIP Number)
 
Kensico Capital Management Corp.
55 Railroad Avenue, 2nd Floor
Greenwich, CT  06830
Attn: Joseph Signorile
Tel: (203) 862-5800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
September 16, 2013
(Date of Event Which Requires Filing of This Statement)

 
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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.    [X]  

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.


 
1 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 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).
 
 
 

 
 
 
 

CUSIP No. 94770V102
 

 
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (voluntary)
 
Kensico Capital Management Corp.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [   ]
(b)  [   ]
 
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
Not Applicable
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
[   ]
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
 
7.
SOLE VOTING POWER
0
 
8.
SHARED VOTING POWER
5,117,187
 
9.
SOLE DISPOSITIVE POWER
0
 
10.
SHARED DISPOSITIVE POWER
5,117,187
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,117,187
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES     [   ]
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.17% *
 
14.
TYPE OF REPORTING PERSON
CO, IA
 


* Based on approximately 45,800,000 shares of Common Stock outstanding after the completion of the tender offer described in Item 4, as reported in the Issuer's Form 8-K/A filed with the Securities and Exchange Commission on September 16, 2013.

 

 

 
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CUSIP No. 94770V102
 

 
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (voluntary)
 
Michael B. Lowenstein
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [   ]
(b)  [   ]
 
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
Not Applicable
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
[   ]
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
 
7.
SOLE VOTING POWER
0
 
8.
SHARED VOTING POWER
5,117,187
 
9.
SOLE DISPOSITIVE POWER
0
 
10.
SHARED DISPOSITIVE POWER
5,117,187
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,117,187
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES     [   ]
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.17% *
 
14.
TYPE OF REPORTING PERSON
IN, HC
 


* Based on approximately 45,800,000 shares of Common Stock outstanding after the completion of the tender offer described in Item 4, as reported in the Issuer's Form 8-K/A filed with the Securities and Exchange Commission on September 16, 2013.

 

 

 
3
 

CUSIP No. 94770V102
 

 
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (voluntary)
 
Thomas J. Coleman
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [   ]
(b)  [   ]
 
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
Not Applicable
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS  REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
[   ]
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
 
7.
SOLE VOTING POWER
0
 
8.
SHARED VOTING POWER
5,117,187
9.
SOLE DISPOSITIVE POWER
0
 
10.
SHARED DISPOSITIVE POWER
5,117,187
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,117,187
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES     [X]
 
Excludes 13,200 shares of Common Stock underlying unvested stock options that have been granted to Mr. Coleman.
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.17% *
 
14.
TYPE OF REPORTING PERSON
IN, HC
 


* Based on approximately 45,800,000 shares of Common Stock outstanding after the completion of the tender offer described in Item 4, as reported in the Issuer's Form 8-K/A filed with the Securities and Exchange Commission on September 16, 2013.


 

 
 
4
 

CUSIP No. 94770V102

 
 
AMENDMENT NO. 2 TO SCHEDULE 13D

Reference is hereby made to the Schedule 13D filed with the Securities and Exchange Commission on October 17, 2012 and Amendment No. 1 thereto filed on May 7, 2013 (as so amended, the “Schedule 13D”).  Terms defined in the Schedule 13D are used herein as so defined.
 
The following items of the Schedule 13D are hereby amended as follows:
 
Item 4.                 Purpose of Transaction.

Item 4 is hereby amended by adding the following thereto:
 
On September 16, 2013 the Issuer announced the final results of its tender offer to purchase up to 5,000,000 shares of Common Stock at a price of $34.00 per share, which offer expired at 5:00 p.m. EST on September 10, 2013. The Reporting Persons tendered their Common Stock on September 10, 2013, including a certain number of shares that were tendered conditionally. Since the offer was oversubscribed, the number of shares to be purchased by the Issuer from each tendering shareholder was pro-rated, at a pro-ration factor of approximately 17.5%.  Payment for the shares accepted under the tender offer and the return of all other shares tendered will take place promptly on or following September 16, 2013.
 
Item 5.                 Interest in Securities of the Issuer.

(a)  The information required by Item 5(a) is incorporated herein by reference to the cover pages to this Amendment No. 2 to Schedule 13D, and is based on the acceptance by the Issuer of an estimated 572,301 shares of Common Stock tendered unconditionally by the Reporting Persons in the tender offer described in Item 4 above, as calculated using the pro-ration factor of approximately 17.5%
 
Item 6.                 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Item 6 is hereby amended by adding the following thereto:
 
As stated in Item 5 above, an estimated 572,301 shares of the Common Stock tendered by the Reporting Persons to the Issuer on September 10, 2013 were accepted and have or will be sold in the tender offer.
 

 
5
 

CUSIP No. 94770V102

 
SIGNATURES

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

Dated:  September 17, 2013

 
KENSICO CAPITAL MANAGEMENT CORP.
 
 
By:
/s/ Michael B. Lowenstein
   
Authorized Signatory
 
 
 
 
MICHAEL B. LOWENSTEIN
 
 
/s/ Michael B. Lowenstein
 
 
 
 
 
THOMAS J. COLEMAN
 
 
/s/ Thomas J. Coleman
 
 
 
 
 
6