-----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, VpQn3F1jJQGvx1yP8p2Q6PfZSQJh+gmyLVPn3nQ6x7J1DFI7rBoftf5SIKK5Fvlj x7n1SF5e4+FOYo8LkQPPwA== 0000897464-97-000013.txt : 19970415 0000897464-97-000013.hdr.sgml : 19970415 ACCESSION NUMBER: 0000897464-97-000013 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970414 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARE GROUP INC CENTRAL INDEX KEY: 0000847935 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 112962027 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40804 FILM NUMBER: 97579868 BUSINESS ADDRESS: STREET 1: ONE HOLLOW LANE CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: 5168698383 MAIL ADDRESS: STREET 1: ONE HOLLOW LANE CITY: LAKE SUCESS STATE: NY ZIP: 11042 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAPPAJOHN JOHN CENTRAL INDEX KEY: 0000897464 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O EQUITY DYNAMICS STREET 2: 2116 FINANCIAL CENTER CITY: DES MOINES STATE: IA ZIP: 50309 MAIL ADDRESS: STREET 1: 5710 B FLARITON PKWY CITY: BOULDER STATE: CO ZIP: 80301 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 2 THE CARE GROUP, INC. (Name of Issuer) Common Stock (Title Class of Securities) 141653105 (CUSIP Number) Mr. Andy Cadel Brobeck Phleger & Harrison 1633 Broadway, 47th Floor New York, NY 10019 212-237-2546 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 3, 1997 (Date of Event which Requires Filing of this Statement) Check the following box if a fee is being paid with this statement: / / (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John Pappajohn ###-##-#### (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / (3) SEC USE ONLY (4) SOURCE OF FUNDS PF (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / (6) CITIZENSHIP OR PLACE OR ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REAPORTING PERSON WITH: (7) SOLE VOTING POWER 2,735,364 (8) SHARED VOTING POWER 0 (9) SOLE DISPOSITIVE POWER 2,735,364 (10) SHARED DISPOSITIVE POWER 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,735,364 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 17.64% (14) TYPE OF REPORTING PERSON IN SCHEDULE 13D The information contained herein is filed with respect to the Common Stock, $.001 par value (the "Stock") of The Care Group, Inc. by John Pappajohn (Pappajohn). Item 1. Security and Issuer The Class of securities to which this Statement relates is the Common Stock, $.001 par value (the "Stock") and redeemable Common Stock Purchase Warrants (the "Warrants") of The Care Group, Inc., a Delaware Corporation (the "Company"), whose address is 1 Hollow Lane, Suite 110, Lake Success, New York, 11042. The principal executive officers of The Care Group are: Ann T. Mittasch Chairman of the Board of Directors Randolf J. Mittasch Secretary, and Director Pat H. Celli Chief Financial Officer, Treasurer and Director Item 2. Identity and Background This Statement is being filed by John Pappajohn, whose business address is 2116 Financial Center, Des Moines, Iowa, 50309. Mr. Pappajohn is the President of Equity Dynamics, Inc., a financial consulting firm, and sole owner of Pappajohn Capital Resources, a venture capital firm, both located in Des Moines, Iowa. Mr. Pappajohn has also been designated a Director of The Care Group. During the last five years Mr. Pappajohn has not been convicted in any criminal proceeding, excluding traffic violations or similar misdemeanors. During the last five years Mr. Pappajohn has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Pappajohn is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration On April 3, 1997 Mr. Pappajohn acquired 600,000 shares of Common Stock and 600,000 Warrants to purchase Common Stock at an exercise price of $2.50 per share in connection with the conversion of $500,000 of convertible promissory notes and $250,000 cash. On December 10, 1996 Mr. Pappajohn was granted a Warrant to purchase 55,556 shares of Common Stock at an exercise price of $2.25 per share in connection with an operating loan of $250,000 to The Care Group, Inc. by Mr. Pappajohn. Mr. Pappajohn purchased 140,000 shares of Common Stock of The Care Group through a private offering completed on November 5, 1996 for the total consideration of $175,000. In addition to the Common Stock purchased, Mr. Pappajohn also received 140,000 Warrants redeemable for the purchase of 1 share of Common Stock at $2.50 per share. On September 9, 1996, Mr. Pappajohn was granted a Warrant to purchase 59,808 shares of Common Stock at an exercise price of $2.09 per share in connection with an operating loan of $250,000 to The Care Group, Inc. by Mr. Pappajohn. Item 4. Purpose of the Transaction The Stock and Warrants were acquired for investment purposes only. (a) Mr. Pappajohn and his affiliates expect to hold the Stock and Warrants for investment purposes and have no plans to dispose of the Shares, Options or Warrants of The Care Group, Inc. (b - j) Not Applicable. Item 5. Interest in Securities of the Issuer (a) Mr. Pappajohn and his affiliates own 1,230,000 shares of Stock representing 7.93% of The Care Group's issued and outstanding shares, 1,425,364 Warrants representing 9.19% and 80,000 Options representing 0.52%. (b) Mr. Pappajohn has sole power to vote or direct the vote and sole power to dispose or direct the disposition of the 1,230,000 shares of Stock, 1,425,364 Warrants and 80,000 Options. (c) No other transactions in the Stock were effected during the past sixty (60) days by Mr. Pappajohn or his affiliates other than those listed under Item 3 (d - e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer Not applicable. Item 7. Material to be Filed as Exhibits Not applicable. Item 8. Certification and Signature: After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: April 8, 1997 /s/ John Pappajohn - ------------------- John Pappajohn -----END PRIVACY-ENHANCED MESSAGE-----