-----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, WBvcD+zLA7UkLCVcDNbEMesDujUfMpBbQafDD4vKva5+YkpJb6byNb5M4z0u3RrY XAYw1aRAE5+H06UrjeQcNA== 0001030336-97-000010.txt : 19970326 0001030336-97-000010.hdr.sgml : 19970326 ACCESSION NUMBER: 0001030336-97-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970325 SROS: AMEX 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40804 FILM NUMBER: 97561854 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: GORDON MANAGEMENT INC /FA CENTRAL INDEX KEY: 0001030336 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 421380846 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 1491 CITY: DES MOINES STATE: IA ZIP: 50306 BUSINESS PHONE: 5152455666 MAIL ADDRESS: STREET 1: PO BOX 1491 CITY: DES MOINES STATE: IA ZIP: 50306 SC 13D/A 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, par value $.001 per share (Title of Class Securities) 141653105 (CUSIP Number) Edgewater Private Equity Fund II, L.P. Attn. Mr. James A. Gordon 666 Grand Avenue, Suite 200 Des Moines, IA 50309 (515)245-5666 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 14, 1997 (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(b)(3) or (4), check the following box o. Check the following box if a fee is being paid with the statement o. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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. :141653105 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Person Edgewater Private Equity Fund II, L.P. 42-1446140 2) Check the Appropriate Box if a Member of a Group 2. a) 2. b) 3) SEC Use Only 4) Source of Funds: 00 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or (e) o 6) Citizenship or Place of Organization : United States Number of 7) Sole Voting Power Shares 1,919,808 Beneficially 8) Shared Voting Power Owned by -0- Each 9) Sole Dispositive Power Reporting 1,919,808 Person 10) Shared Dispositive Power With -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,919,808 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares o 13) Percent of Class Represented by Amount in Row 11 13.4% 14) Type of Reporting Person: PN Item 1.Security and Issuer This Amendment 2 Statement on Schedule 13D (the "Statement") relates to the common stock, par value $.001 per share (the "Common Stock") of The Care Group, Inc., an Delaware corporation (the "Company"). The principal executive offices of the Company are located at One Hollow Lane, Lake Success, New York 11042. Item 2.Identity and Background Item 2 a) Edgewater Private Equity Fund II, L.P., (the "Purchaser") is a Delaware limited partnership. Item 2 b) The partnership's principal business address is 666 Grand Avenue - Suite 200, Des Moines, IA 50309. Item 2 c) The partnership was formed for investment purposes. Item 2 d) During the last five years neither the partnership, its general partner, nor the officers of the general partner have been convicted in a criminal proceeding. Item 2 e) During the last five years neither the partnership, its general partner, nor the officers of the general partner have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. Item 3. Source and Amount of funds or Other Consideration On March 14, 1997 the Purchaser acquired 400,000 shares of Common Stock and 400,000 Common Stock Purchase Warrants in a privately negotiated transaction from the Company for total consideration of $500,000. The Purchaser acquired such shares of Common Stock with funds invested by its general and limited partners for the purpose of acquiring equity securities. Item 4.Purpose of Transaction The Purchaser has acquired the shares of Common Stock as an investment in the Company. The Purchaser may acquire additional shares of Common Stock of the Company from time to time in the open market, in privately negotiated transactions or otherwise. The Purchaser may attempt to dispose of shares of Common Stock in the open market, in privately negotiated transactions or otherwise. The Purchaser does not have any plans or proposals which relate to or would result in: Item 4 a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; Item 4 b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; Item 4 c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; Item 4 d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; Item 4 e) Any material change in the present capitalization or dividend policy of the issuer; Item 4 f) Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; Item 4 g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; Item 4 h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; Item 4 i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or Item 4 j) Any action similar to any of those enumerated above. Item 5.Interest in Securities of the Issuer Item 5 a) As of the date of this Statement, the Purchaser beneficially owned an aggregate of 930,000 shares of Common Stock and 989,808 Common Stock Purchase Warrants which are currently exercisable. Such shares of Common Stock and Common Stock Purchase Warrants represent 13.4% of the outstanding Common Stock of the Company, based upon 14,286,861 shares of Common Stock outstanding as of March 14, 1997. Item 5 b) The Purchaser has sole power to vote or direct the vote and sole power to dispose or direct the disposition of 930,000 shares of Common Stock and 989,808 Common Stock Purchase Warrants that are owned. Item 5 c) The Purchaser has not had any other transaction with the Company during the last sixty days. Item 5 d) N/A Item 5 e) N/A Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits: None SIGNATURES 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: March 23, 1997 /s/ James A. Gordon - ---------------------- James A. Gordon President of Gordon Management, Inc. General Partner to Edgewater II Management, L.P. which is the General Partner of Edgewater Private Equity Fund II, LP -----END PRIVACY-ENHANCED MESSAGE-----