-----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, RrkJ8OC0HKzufiryRZbzWs4ztkpatpICk1uO8g1dKJbMVwhzkNEz2+y9Bdvwc6UU BfuVhcqJKQFQb4HLYgcnTg== 0001013594-04-000387.txt : 20041012 0001013594-04-000387.hdr.sgml : 20041011 20041012161938 ACCESSION NUMBER: 0001013594-04-000387 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041012 DATE AS OF CHANGE: 20041012 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARE CONCEPTS I INC /FL/ CENTRAL INDEX KEY: 0000842927 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 860519152 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-61329 FILM NUMBER: 041075016 BUSINESS ADDRESS: STREET 1: 760 MCNAB ROAD STREET 2: - CITY: POMPANO BEACH STATE: FL ZIP: 33060 BUSINESS PHONE: 954-786-2510 MAIL ADDRESS: STREET 1: 760 MCNAB ROAD STREET 2: - CITY: POMPANO BEACH STATE: FL ZIP: 33060 FORMER COMPANY: FORMER CONFORMED NAME: CARE CONCEPTS INC /FL/ DATE OF NAME CHANGE: 20030606 FORMER COMPANY: FORMER CONFORMED NAME: CARE CONCEPTS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMSTERDAM CAPITAL CORPORATION INC DATE OF NAME CHANGE: 19890702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDELL ASSET MANAGEMENT CORP CENTRAL INDEX KEY: 0001140474 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126035700 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 care13g-101104.txt OCTOBER 11, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT NO.___ )* Care Concepts I, Inc. (Name of Issuer) Common Stock, par value $.001 (Title of Class of Securities) 141637 30 (CUSIP Number) September 29, 2004 (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) *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). (Continued on the Following Pages) 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Castlerigg Master Investments Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,739,446 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,739,446 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,739,446 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sandell Asset Management Corp. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,739,446 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,739,446 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,739,446 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Castlerigg International Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,739,446 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,739,446 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,739,446 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Castlerigg International Holdings Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,739,446 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,739,446 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,739,446 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Thomas E. Sandell 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Sweden NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,739,446 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,739,446 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,739,446 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(a). NAME OF ISSUER: Care Concepts I, Inc. ("Issuer") ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 760 E. McNabb Rd. Pompano Beach, Florida 33060 ITEM 2(a). NAME OF PERSON FILING: The names of the persons filing this statement on Schedule 13G are: Castlerigg Master Investments Ltd., a British Virgin Islands company ("Castlerigg Master Investments"), Sandell Asset Management Corp., a British Virgin Islands company ("SAMC"), Castlerigg International Limited, a British Virgin Islands company ("Castlerigg International"), Castlerigg International Holdings Limited, a British Virgin Islands company ("Castlerigg Holdings"), and Thomas E. Sandell, a citizen of Sweden ("Sandell"). ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The principal business address for each of Castlerigg Master Investments, Castlerigg International and Castlerigg Holdings is c/o Citco Fund Services (Curacao) N.V., Kaya Flamboyan 9, P.O. Box 812, Curacao, Netherlands, Antilles. The principal business address for each of SAMC and Sandell is 40 West 57th Street, 26th Floor, New York, New York 10019. ITEM 2(c). CITIZENSHIP: Each of Castlerigg Master Investments, Castlerigg International, Castlerigg Holdings and SAMC is a company formed under the laws of the British Virgin Islands. Sandell is a citizen of Sweden. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $.001 per share (the "Common Stock") ITEM 2(e). CUSIP NUMBER: 141637 30 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box [x] ITEM 4. OWNERSHIP. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: The Reporting Persons beneficially own 1,739,446 shares of Common Stock, which consists of: (i) 32,500 shares of the Issuer's 10% convertible Series F Senior Preferred Stock ("Series F Preferred Stock") which is convertible into 1,083,333 shares of Common Stock, (ii) warrants ("Warrants") exercisable for 363,806 shares of Common Stock, and (iii) the option to acquire an additional 20,000 shares of Series F Preferred Stock convertible into 292,307 shares of Common Stock. The Reporting Persons disclaim beneficial ownership of 374,360 shares of Common Stock into which the additional 20,000 shares of Series F Preferred Stock convert. See below for further information concerning (A) the conversion calculations and (B) the Reporting Persons' exclusion of such 374,360 shares of Common Stock from their beneficial ownership. The calculation of the conversion of the Series F Preferred Stock above is based on a conversion price of $3.00 per share. However, additional shares of Common Stock may be issued to the Reporting Persons upon a conversion of Series F Preferred Stock based on the then market price of the Common Stock in accordance with the terms of the Certificate of Designations. In accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as amended, because the number of shares of Common Stock into which the Reporting Persons' Series F Preferred Stock and Warrants are convertible or exercisable, as applicable, are limited, pursuant to the terms of such instruments, to that number of shares of Common Stock which would result in the Reporting Persons having aggregate beneficial ownership of 9.99% of the total issued and outstanding shares of Common Stock (the "Ownership Limitation"), the Reporting Persons disclaim beneficial ownership of any and all shares of Common Stock that would cause the Reporting Persons' aggregate beneficial ownership to exceed the Ownership Limitation, which the Reporting Persons believe to number 374,360 shares. Please also note that the Reporting Persons may not convert any Series F Preferred Stock into Common Stock until the earlier of (x) the Issuer obtaining the necessary stockholder approval, or (y) December 31, 2004. (b) Percent of Class: After giving affect to the Ownership Limitation, the Reporting Persons beneficially own 1,739,446 shares of Common Stock representing 9.99% of all the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Not applicable. (ii) Shared power to vote or to direct the vote of shares of Common Stock: Castlerigg Master Investments, Castlerigg International, Castlerigg Holdings, SAMC and Sandell have the shared power to vote or direct the vote of 1,739,446 shares of Common Stock beneficially owned by the Reporting Persons. (iii)Sole power to dispose or to direct the disposition of shares of Common Stock: Not applicable. (iv) Shared power to dispose or to direct the disposition of shares of Common Stock: Castlerigg Master Investments, Castlerigg International, Castlerigg Holdings, SAMC and Sandell have the shared power to dispose or to direct the disposition of the 1,739,446 shares of Common Stock beneficially owned by the Reporting Persons. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. The shares of Common Stock beneficially owned by the Reporting Persons are owned directly by Castlerigg Master Investments. Castlerigg Holdings is the controlling shareholder of Castlerigg Master Investments and Castlerigg International is the controlling shareholder of Castlerigg Holdings. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. See Exhibit B attached hereto. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: October 11, 2004 CASTLERIGG MASTER INVESTMENTS LTD. By: Sandell Asset Management Corp. As Investment Manager By: /s/ Thomas E. Sandell --------------------- Name: Thomas E. Sandell Title: Director SANDELL ASSET MANAGEMENT CORP. By: /s/ Thomas E. Sandell --------------------- Name: Thomas E. Sandell Title: Director CASTLERIGG INTERNATIONAL LIMITED By: /s/ Thomas E. Sandell --------------------- Name: Thomas E. Sandell Title: Director CASTLERIGG INTERNATIONAL HOLDINGS LIMITED By: /s/ Thomas E. Sandell --------------------- Name: Thomas E. Sandell Title: Director /s/ Thomas E. Sandell --------------------- Thomas E. Sandell EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Care Concepts I, Inc. dated as of October 11, 2004 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: October 11, 2004 CASTLERIGG MASTER INVESTMENTS LTD. By: Sandell Asset Management Corp. As Investment Manager By: /s/ Thomas E. Sandell --------------------- Name: Thomas E. Sandell Title: Director SANDELL ASSET MANAGEMENT CORP. By: /s/ Thomas E. Sandell --------------------- Name: Thomas E. Sandell Title: Director CASTLERIGG INTERNATIONAL LIMITED By: /s/ Thomas E. Sandell --------------------- Name: Thomas E. Sandell Title: Director CASTLERIGG INTERNATIONAL HOLDINGS LIMITED By: /s/ Thomas E. Sandell --------------------- Name: Thomas E. Sandell Title: Director /s/ Thomas E. Sandell --------------------- Thomas E. Sandell EXHIBIT B IDENTIFICATION OF MEMBERS OF THE GROUP Castlerigg Master Investments Ltd. Sandell Asset Management Corp. Castlerigg International Limited Castlerigg International Holdings Limited Thomas E. Sandell -----END PRIVACY-ENHANCED MESSAGE-----