sc13d

0000950123-06-002663.txt : 20060307 0000950123-06-002663.hdr.sgml : 20060307 20060306181146 ACCESSION NUMBER: 0000950123-06-002663 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060307 DATE AS OF CHANGE: 20060306 GROUP MEMBERS: LAMPE, CONWAY & CO., LLC GROUP MEMBERS: RICHARD F. CONWAY GROUP MEMBERS: STEVEN G. LAMPE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN HOMEPATIENT INC CENTRAL INDEX KEY: 0000879181 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 621474680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42184 FILM NUMBER: 06668322 BUSINESS ADDRESS: STREET 1: 5200 MARYLAND WAY STREET 2: MARYLAND FARMS OFFICE PARK CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6152218884 MAIL ADDRESS: STREET 1: MARYLAND FARMS OFFICE PARK STREET 2: 5200 MARYLAND WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FORMER COMPANY: FORMER CONFORMED NAME: DIVERSICARE INC /DE DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LC CAPITAL MASTER FUND LTD CENTRAL INDEX KEY: 0001222051 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O LAMPE CONWAY & CO LLC STREET 2: 730 FIFTH AVENUE STE 1002 CITY: NEW YORK STATE: NY ZIP: 10019-4105 BUSINESS PHONE: 2125818989 SC 13D 1 y18311sc13d.htm ORIGINAL FILING ON SCHEDULE 13D sc13d


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

American HomePatient, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

026649103

(CUSIP Number)

Lampe, Conway & Co., LLC
680 Fifth Avenue
Suite 1202
New York, New York 10019
Tel: (212) 581-8989

with a copy to:
Roland Hlawaty
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
Tel: (212) 530-5735

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 6, 2006

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		026649103

NAMES OF REPORTING PERSONS:

LC CAPITAL MASTER FUND, LTD

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Cayman Islands

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,295,775 shares of Common Stock

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

1,295,775 shares of Common Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,295,775

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

7.5%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		026649103

NAMES OF REPORTING PERSONS:

LAMPE, CONWAY & CO., LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,295,775 shares of Common Stock

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

1,295,775 shares of Common Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,295,775

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

7.5%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

OO, IV


CUSIP No.		026649103

NAMES OF REPORTING PERSONS:

STEVEN G. LAMPE

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,295,775 shares of Common Stock

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

1,295,775 shares of Common Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,295,775

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

7.5%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		026649103

NAMES OF REPORTING PERSONS:

RICHARD F. CONWAY

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

1,295,775 shares of Common Stock

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER:

1,295,775 shares of Common Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,295,775

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

7.5%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Item 1. Security and Issuer.

The name of the issuer is American HomePatient, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s offices is 5200 Maryland Way, Suite 400, Brentwood, Tennessee 37027. This schedule 13D relates to the Issuer’s common stock, par value $0.01.

Item 2. Identity and Background.

(a)

This Statement is filed by:

	(i)		LC Capital Master Fund, Ltd. (the “Master Fund”).

	(ii)		Lampe, Conway & Co., LLC (“LC&C”).

	(iii)		Steven G. Lampe (“Lampe”).

	(iv)		Richard F. Conway (“Conway”).

			The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons”.

(b)

Residence or business address of each of the Reporting Persons:

			LC Capital Master Fund, Ltd. c/o Trident Fund Services (B.V.I.) Limited P.O. Box 146 Waterfront Drive Wickhams Cay Road Town, Tortola British Virgin Islands

			Lampe, Conway & Co., LLC Steven G. Lampe Richard F. Conway 680 Fifth Avenue Suite 1202 New York, New York 10019

	(c)		The Master Fund is a Cayman Islands exempted company, LC&C is a Delaware limited liability company, Lampe is a United States citizen and Conway is a United States citizen. The principal business of the Master Fund is investing in securities. The principal business of LC&C is providing investment advice. The principal occupation of Lampe and Conway is investment management. Information with respect to the executive officers and directors of the Master Fund is attached as Annex A to this Schedule 13D.

			The Master Fund directly holds 1,295,775 shares (the “Shares”) of the Issuer’s common stock. LC&C acts as investment manager to the Master Fund pursuant

			to certain investment management agreements. Since LC&C shares voting and dispositive power over the Shares by virtue of the aforementioned investment agreements, LC&C may be deemed to have a beneficial interest in the Shares. LC&C disclaims beneficial ownership of the Shares except to the extent of the beneficial interest, if any, therein. Lampe and Conway act as the sole managing members of LC&C and each of Lampe and Conway may be deemed to control LC&C. Accordingly, each of Lampe and Conway may be deemed to have a beneficial interest in the Shares by LC&C’s power to vote and/or dispose of the Shares. Each of Lampe and Conway disclaims beneficial ownership of the Shares except to the extent of their respective beneficial interests, if any, therein.
	(d)		During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

	(e)		During the last five years, none of the Reporting Persons 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 or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

			As of the date hereof, the Master Fund, LC&C, Lampe and Conway may be deemed to beneficially own 1,295,775 Shares.

			The funds used for the acquisition of the Shares came from the working capital of the Master Fund.

			No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

Item 4. Purpose of Transaction.

			The Reporting Persons acquired the Shares for investment purposes.

			The Reporting Persons have no plans or proposals which, other than as expressly set forth below, would relate to or would result in: (a) the acquisition of additional securities of the Issuer or the disposition of presently-owned securities of the Issuer; (b) any extraordinary corporate transaction involving the Issuer; (c) a sale or transfer of a material amount of assets of the Issuer; (d) any change in the present Board of Directors or management of the Issuer; (d) any material change in the present capitalization or dividend policy of the Issuer; (f) any material change in the operating policies or corporate structure of the Issuer; (g) any change in the Issuer’s charter or by-laws; (h) the Shares of the Issuer ceasing to be authorized to be quoted in the over-the-counter security markets; or (i) causing the

			Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. Depending upon the Reporting Persons’ ongoing evaluation of the Issuer, its business and other market conditions, the Reporting Persons may engage in purchase or sale transactions of the Issuer’s securities or develop plans or proposals with respect to the foregoing.
			The Reporting Persons have been and may continue to be in contact with members of the Issuer’s management, the Issuer’s Board of Directors, other significant stockholders and others regarding alternatives that the Issuer could employ to maximize stockholder value. The Reporting Persons have attached as Exhibit 2 to this Schedule 13D the letter, dated March 6, 2006 (the “Letter”), from LC&C to the Board of the Issuer relating to the recently announced proposal of Highland Capital Management L.P. to acquire the Issuer’s common stock for $3.40 per share.

Item 5. Interest in Securities of the Issuer.

	(a, b)		As of the date hereof, the Master Fund, LC&C, Lampe and Conway may each be deemed to beneficially own 1,295,775 Shares, constituting 7.5% of the outstanding shares of the Issuer, based upon the 17,388,389 shares outstanding as of October 26, 2005, according to the Issuer’s most recently filed Form 10-Q.

			The Master Fund, LC&C, Lampe and Conway each have the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 1,295,775 Shares; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 1,295,775 Shares.

			The Master Fund, LC&C, Lampe and Conway each specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein.

	(c)		The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares during the past 60 days by the Reporting Persons are set forth in Exhibit B and were all effected in broker transactions.

	(d)		Not applicable.

	(e)		Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Not applicable.

Item 7. Material to be Filed as Exhibits.


Exhibit 1		Agreement between the Reporting Persons to file jointly


Exhibit 2		Letter from LC&C to the Board of the Issuer dated March 6, 2006

SIGNATURE

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


March 6, 2006	LC Capital Master Fund, Ltd.*
	By:	/s/ Richard F. Conway
		Name:	Richard F. Conway
		Title:	Director

	Lampe, Conway & Co., LLC*
	By:	/s/ Richard F. Conway
		Name:	Richard F. Conway
		Title:	Managing Member


	/s/ Steven G. Lampe
	Name:	Steven G. Lampe*



	/s/ Richard F. Conway
	Name:	Richard F. Conway*

*The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein.

Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

Annex A

Executive Officers and Directors of

LC Capital Master Fund, Ltd.


NAME AND BUSINESS ADDRESS		TITLE WITH EACH ENTITY
	Richard F. Conway	Director
	Lampe, Conway & Co., LLC
	680 Fifth Avenue
	Suite 1202
	New York, New York 10019

	Don Seymour	Director
	dms Management Limited
	Cayman Financial Centre
	2^nd Floor
	Dr. Roy’s Drive
	George Town, Grand Cayman
	Cayman Islands

	Peter Young	Director
	Rothstein Kass & Co.
	27 Hospital Road
	George Town, Grand Cayman
	Cayman Islands

Annex B

Transactions in the Shares

TRANSACTIONS BY LC CAPITAL MASTER FUND, LTD


	Number of Shares
Date of Transaction	Purchased/(Sold)		Price of Shares ($)
03/02/06		188,500		3.50
03/03/06		16,700		3.75
03/06/06		22,375		3.75

EX-99.1 2 y18311exv99w1.htm EX-99.1: AGREEMENT TO JOINT FILING exv99w1

Exhibit 1

AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k)(1), promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D, and any amendments thereto, with respect to the common stock, par value of $0.01 of American HomePatient, Inc. and that this Agreement may be included as an Exhibit to such filing.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of March 6, 2006.


LC Capital Master Fund, Ltd.
By:	/s/ Richard F. Conway
	Name:	Richard F. Conway
	Title:	Director

Lampe, Conway & Co., LLC
By:	/s/ Richard F. Conway
	Name:	Richard F. Conway
	Title:	Managing Member


/s/ Steven G. Lampe
Name:	Steven G. Lampe



/s/ Richard F. Conway
Name:	Richard F. Conway

EX-99.2 3 y18311exv99w2.htm EX-99.2: LETTER TO AMERICAN HOMEPATIENT, INC. exv99w2

Exhibit 2

[Lampe, Conway Letterhead]

March 6, 2006

Board of Directors
American HomePatient, Inc.
5200 Maryland Way, Suite 400
Brentwood, Tennessee 37027-5018

Gentlemen:

Our firm is the investment manager of a fund that owns over 7% of the common shares of American HomePatient, Inc. (the “Company”). We have been a stockholder of the Company for more than two and one-half years.

We note that the Company has received an offer from Highland Capital Management, L.P. (“Highland”) to acquire all of the outstanding shares of the Company for $3.40 per share. The Highland proposal also invited the Company to begin to negotiate a transaction with Highland. We are encouraged that this proposal has been made and believe that it is an attractive first step for the Board to initiate the process to enhance stockholder value.

As yet, the Company has not made any announcement regarding its intentions with respect to Highland’s proposal and we can only expect that the Board will exercise its fiduciary duties and carefully evaluate Highland’s proposal as well as other potential value-enhancing transactions. We believe that the Company should immediately retain an independent financial advisor to evaluate the Highland proposal and begin a formal process to explore all means to maximize stockholder value. Additionally, the Company should immediately engage in discussions with Highland regarding its proposal with a view to negotiating a fair price for the Company’s stock. We also request a mutually agreed-upon party to serve in an observer capacity to the Board to ensure process oversight.

Finally, we expect that the Highland proposal will begin a full and open process designed to maximize stockholder value. As directors of a public company, you have a serious fiduciary duty to protect the interests of all stockholders. We believe that the best interests of stockholders will be served if the Company promptly takes action to evaluate and negotiate the Highland proposal and encourage other offers in order to maximize value for the stockholders.


Sincerely yours,

LAMPE, CONWAY & CO. LLC

By:	/s/ Richard F. Conway

Name:		Richard F. Conway
Title:		Managing Member