sc13g

-----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, L6OeufYh/WAUK1PnO5IZ8GeKpP1ZViQLiDwVyEMfOK3GNJ9fETbUQLmNcmcBF1c6 K5NMR1wHt6wh14sK/zxqPA== 0000950153-02-002194.txt : 20021227 0000950153-02-002194.hdr.sgml : 20021227 20021227154005 ACCESSION NUMBER: 0000950153-02-002194 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021227 GROUP MEMBERS: B & J SMITH ASSOCIATES, LP GROUP MEMBERS: B & J INVESTMENTS, INC. GROUP MEMBERS: BARRY AND JULIA SMITH FAMILY TRUST GROUP MEMBERS: JULIA POWELL SMITH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VISTACARE INC CENTRAL INDEX KEY: 0000787030 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SOCIAL SERVICES [8300] IRS NUMBER: 061521534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78642 FILM NUMBER: 02870293 BUSINESS ADDRESS: STREET 1: 8125 N HAYDEN ROAD STREET 2: SUITE 300 CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 4806484545 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH BARRY M CENTRAL INDEX KEY: 0001212067 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 8125 N. HAYDEN RD CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 4806484545 MAIL ADDRESS: STREET 1: 8125 N. HAYDEN RD CITY: SCOTTSDALE STATE: AZ ZIP: 85258 SC 13G 1 p67342sc13g.htm SC 13G sc13g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G*

Under the Securities Exchange Act of 1934

VistaCare, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

92839Y 10 9

(CUSIP Number)

December 17, 2002

(Date of Event Which Requires Filing of This Statement)

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

[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)

*This 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).

TABLE OF CONTENTS


	Item 1(a). Name of Issuer
	Item 1(b). Address of Issuer’s Principal Executive Offices
	Item 2(a). Name of Person Filing
	Item 2(b). Address of Principal Business Office or, if None, Residence
	Item 2(c). Citizenship
	Item 2(d). Title of Class of Securities
	Item 2(e). CUSIP No.
	Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) check whether the person filing is a
	Item 4. Ownership
	Item 5. Ownership of Five Percent or Less of a Class
	Item 6. Ownership of More than Five Percent on Behalf of Another Person
	Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
	Item 8. Identification and Classification of Members of the Group
	Item 9. Notice of Dissolution of Group
	Item 10. Certification
SIGNATURE
INDEX TO EXHIBITS
Exhibit A

CUSIP No. 92839Y 10 9


1.	Name of Reporting Person:	Barry Morgan Smith
	S.S. or I.R.S. Identification No. of Above Person:

2.	Check the Appropriate Box if a Member of a Group (See Instructions)		(a) [ ]
			(b) [X]

3.	SEC Use Only

4.	Citizenship or Place of Organization
	U.S.

Number of	5. Sole Voting Power	16,000 shares
Shares
Beneficially	6. Shared Voting Power	2,009,500 shares
Owned by
Each	7. Sole Dispositive Power	16,000 shares
Reporting
Person	8. Shared Dispositive Power	2,009,500 shares
With:

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,025,500 shares

10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

11.	Percent of Class Represented by Amount in Row (9) 13.1%

12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 92839Y 10 9


1.	Name of Reporting Person:	Julia Powell Smith
	S.S. or I.R.S. Identification No. of Above Persons:

2.	Check the Appropriate Box if a Member of a Group (See Instructions)		(a) [ ]
			(b) [X]

3.	SEC Use Only

4.	Citizenship or Place of Organization
	U.S.

Number of	5. Sole Voting Power	0 shares
Shares
Beneficially	6. Shared Voting Power	2,009,500 shares
Owned by
Each	7. Sole Dispositive Power	0 shares
Reporting
Person	8. Shared Dispositive Power	2,009,500 shares
With:

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,009,500 shares

10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

11.	Percent of Class Represented by Amount in Row (9) 13%

12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 92839Y 10 9


1.	Name of Reporting Person:	Barry and Julia Smith Family Trust
	S.S. or I.R.S. Identification No. of Above Persons:

2.	Check the Appropriate Box if a Member of a Group (See Instructions)		(a) [ ]
			(b) [X]

3.	SEC Use Only

4.	Citizenship or Place of Organization
	Arizona

Number of	5. Sole Voting Power	0 shares
Shares
Beneficially	6. Shared Voting Power	2,009,500 shares
Owned by
Each	7. Sole Dispositive Power	0 shares
Reporting
Person	8. Shared Dispositive Power	2,009,500 shares
With:

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,009,500 shares

10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

11.	Percent of Class Represented by Amount in Row (9) 13%

12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 92839Y 10 9


1.	Name of Reporting Person:	B&J Smith Associates, Limited Partnership
	S.S. or I.R.S. Identification No. of Above Persons:	47-0871145

2.	Check the Appropriate Box if a Member of a Group (See Instructions)		(a) [ ] (b) [X]

3.	SEC Use Only

4.	Citizenship or Place of Organization
	Arizona

Number of	5. Sole Voting Power	0 shares
Shares
Beneficially	6. Shared Voting Power	1,406,650 shares
Owned by
Each	7. Sole Dispositive Power	0 shares
Reporting
Person	8. Shared Dispositive Power	1,406,650 shares
With:

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,406,650 shares

10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

11.	Percent of Class Represented by Amount in Row (9) 9.1%

12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 92839Y 10 9


1.	Name of Reporting Person:	B&J Investments, Inc.
	S.S. or I.R.S. Identification No. of Above Persons:	41-2044863

2.	Check the Appropriate Box if a Member of a Group (See Instructions)		(a) [ ]
			(b) [X]

3.	SEC Use Only

4.	Citizenship or Place of Organization
	Arizona

Number of	5. Sole Voting Power	0 shares
Shares
Beneficially	6. Shared Voting Power	1,406,650 shares
Owned by
Each	7. Sole Dispositive Power	0 shares
Reporting
Person	8. Shared Dispositive Power	1,406,650 shares
With:

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,406,650 shares

10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

11.	Percent of Class Represented by Amount in Row (9) 9.1%

12.	Type of Reporting Person (See Instructions) CO

Item 1(a). Name of Issuer

VistaCare, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices

8125 N. Hayden Road
Suite 300
Scottsdale, AZ 85258

Item 2(a). Name of Person Filing

This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”):

(i) Barry Morgan Smith (“Barry Smith”)

(ii) Julia Powell Smith (“Julia Smith”)

(iii) Barry and Julia Smith Family Trust (the “Family Trust”)

(iv) B&J Smith Associates, Limited Partnership (the “Partnership”)

(v) B&J Investments, Inc. (“B&J Inc.”)

Item 2(b). Address of Principal Business Office or, if None, Residence

The business address of the Reporting Persons is:

8125 N. Hayden Road
Suite 300
Scottsdale, AZ 85258

Item 2(c). Citizenship


Barry Smith:		U.S
Julia Smith:		U.S
Family Trust:		Arizona
Partnership:		Arizona
B&J Inc.:		Arizona

Item 2(d). Title of Class of Securities

Class A Common Stock, $.01 par value per share (the “Common Stock”)

Item 2(e). CUSIP No.

92839Y 10 9

Item 3.

Not Applicable.

Item 4. Ownership

(a) Amount beneficially owned:

(i) Barry Smith

The amount of Common Stock beneficially owned by Barry Smith is 2,025,500 shares. Barry Smith has an option to purchase shares of the issuer’s Common Stock that is exercisable with respect to 16,000 shares within 60 days of the date of this Schedule 13G. The Family Trust is the record owner of 602,850 shares, and the Partnership is the record owner of 1,406,650 shares. Barry Smith is a trustee of the Family Trust, and as such has shared voting and dispositive power with respect to the 602,850 shares owned by the Family Trust. Accordingly, Barry Smith may be deemed to be the beneficial owner of such shares. The Family Trust is the sole stockholder of B&J Inc., the general partner of the Partnership. Accordingly, Barry Smith has shared voting and dispositive power with respect to the 1,406,650 shares owned by the Partnership, and he may be deemed to be the beneficial owner of such shares.

(ii) Julia Smith

The amount of Common Stock beneficially owned by Julia Smith is 2,009,500 shares. Julia Smith is a trustee of the Family Trust, and as such has shared voting and dispositive power with respect to the 602,850 shares owned by the Family Trust. Accordingly, Julia Smith may be deemed to be the beneficial owner of such shares. The Family Trust is the sole stockholder of B&J Inc., the general partner of the Partnership; therefore, Julia Smith has shared voting and dispositive power with respect to the 1,406,650 shares owned by the Partnership, and she may be deemed to be the beneficial owner of such shares.

(iii) The Family Trust

The amount of Common Stock beneficially owned by the Family Trust is 2,009,500 shares. The Family Trust is the record owner of 602,500 shares. The Family Trust is the sole stockholder of B&J Inc., the general partner of the Partnership. Therefore, the Family Trust shares voting and dispositive power with respect to the 1,406,650 shares owned by the Partnership, and it may be deemed to be the beneficial owner of such shares.

(iv) The Partnership

The Partnership is the record owner of 1,406,650 shares of Common Stock.

(v) B&J Inc.

The amount of Common Stock beneficially owned by B&J Inc. is 1,406,650 shares. B&J Inc. is the general partner of the Partnership, and as such has shared voting and dispositive power with respect to the 1,406,650 shares owned by the Partnership. Accordingly, it may be deemed to be the beneficial owner of such shares.

Each of the Reporting Persons disclaims beneficial ownership of any shares of Common Stock except as to such Reporting Person’s pecuniary interest therein.

(b) Percent of class:


(i)	Barry Smith:	13.1%
(ii)	Julia Smith	13.0%
(iii)	The Family Trust	13.0%
(iv)	The Partnership	9.1%
(v)	B&J Inc.	9.1%

(i) Sole power to vote or to direct the vote:
16,000

(ii) Shared power to vote or to direct the vote:
2,009,500

(iii) Sole power to dispose or to direct the disposition of:
16,000

(iv) Shared power to dispose or to direct the disposition of:
2,009,500

Number of shares as to which Julia Smith has:

(i) Sole power to vote or to direct the vote:
0

(ii) Shared power to vote or to direct the vote:
2,009,500

(iii) Sole power to dispose or to direct the disposition of:
0

(iv) Shared power to dispose or to direct the disposition of:
2,009,500

Number of shares as to which the Family Trust has:

(i) Sole power to vote or to direct the vote:
0

(ii) Shared power to vote or to direct the vote:
2,009,500

(iii) Sole power to dispose or to direct the disposition of:
0

(iv) Shared power to dispose or to direct the disposition of:
2,009,500

Number of shares as to which the Partnership has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote:
1,406,650

(iii) Sole power to dispose or to direct the disposition of:
0

(iv) Shared power to dispose or to direct the disposition of:
1,406,650

Number of shares as to which B&J Inc. has:

(i) Sole power to vote or to direct the vote:
0

(ii) Shared power to vote or to direct the vote:
1,406,650

(iii) Sole power to dispose or to direct the disposition of:
0

(iv) Shared power to dispose or to direct the disposition of:
1,406,650

Item 5. Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Barry Smith and Julia Smith each directly have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by, the Family Trust.

B&J Inc. directly has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by, the Partnership. The Family Trust, Barry Smith and Julia Smith each indirectly have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by, the Partnership.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group

Not Applicable.

Item 10. Certification

Not Applicable.

SIGNATURE

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

Dated: December 22, 2002


/s/ Barry M. Smith		/s/ Julia Smith

Barry Morgan Smith		Julia Smith

BARRY AND JULIA SMITH FAMILY TRUST		B&J SMITH ASSOCIATES, LIMITED PARTNERSHIP

By:	/s/ Barry M. Smith	By:	B&J Investments, Inc.,
			its general partner
	Barry Morgan Smith, Trustee

By:		By:	/s/ Barry M. Smith
	/s/ Julia Smith
	Julia Smith, Trustee		Barry Morgan Smith President

B&J INVESTMENTS, INC.

By:
	/s/ Barry M. Smith
	Barry Morgan Smith
	President

INDEX TO EXHIBITS


Exhibit Number		Description

A		Agreement of Joint Filing

EX-99.A 3 p67342exv99wa.htm EXHIBIT A exv99wa

EXHIBIT A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of VistaCare, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Date: December 22, 2002


/s/ Barry Morgan Smith		/s/ Julia Smith

Barry Morgan Smith		Julia Smith

BARRY AND JULIA SMITH FAMILY TRUST		B&J SMITH ASSOCIATES, LIMITED PARTNERSHIP

By:	/s/ Barry Morgan Smith	By:	B&J Investments, Inc.,
			its general partner
	Barry Morgan Smith, Trustee

By:		By:	/s/ Barry Morgan Smith
	/s/ Julia Smith
	Julia Smith, Trustee		Barry Morgan Smith President

B&J INVESTMENTS, INC.

By:
	/s/ Barry Morgan Smith
	Barry Morgan Smith
	President

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(i)		Barry Morgan Smith (“Barry Smith”)

(ii)		Julia Powell Smith (“Julia Smith”)

(iii)		Barry and Julia Smith Family Trust (the “Family Trust”)

(iv)		B&J Smith Associates, Limited Partnership (the “Partnership”)

(v)		B&J Investments, Inc. (“B&J Inc.”)

	(i)		Sole power to vote or to direct the vote: 16,000

	(ii)		Shared power to vote or to direct the vote: 2,009,500

	(iii)		Sole power to dispose or to direct the disposition of: 16,000

	(iv)		Shared power to dispose or to direct the disposition of: 2,009,500