0000904454-01-500124.txt : 20011029
0000904454-01-500124.hdr.sgml : 20011029
ACCESSION NUMBER: 0000904454-01-500124
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011024
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: US ONCOLOGY INC
CENTRAL INDEX KEY: 0000943061
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093]
IRS NUMBER: 841213501
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-49269
FILM NUMBER: 1765204
BUSINESS ADDRESS:
STREET 1: 16825 NORTHCHASE DR
STREET 2: STE 1300
CITY: HOUSTON
STATE: TX
ZIP: 77060
BUSINESS PHONE: 2818732674
FORMER COMPANY:
FORMER CONFORMED NAME: AMERICAN ONCOLOGY RESOURCES INC /DE/
DATE OF NAME CHANGE: 19950327
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: WELSH CARSON ANDERSON & STOWE IX LP
CENTRAL INDEX KEY: 0001123639
STANDARD INDUSTRIAL CLASSIFICATION: []
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 320 PARK AVENUE
STREET 2: SUITE 2500
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2128415755
MAIL ADDRESS:
STREET 1: 320 PARK AVENUE
STREET 2: SUITE 2500
CITY: NEW YORK
STATE: NY
ZIP: 10022
SC 13D/A
1
s13da2_1022-2001.txt
SCHEDULE 13D -- AMENDMENT NO. 2
CUSIP NO. 90338W 10 3 Page 1 of 6 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)*
U.S. Oncology, Inc.
---------------------
(Name of Issuer)
Common Stock, $.01 par value
------------------------------
(Title of Class of Securities)
90338W 10 3
-------------
(CUSIP Number)
Welsh, Carson, Anderson William J. Hewitt, Esq.
& Stowe IX, L.P., Reboul, MacMurray, Hewitt,
320 Park Avenue, Suite 2500 Maynard & Kristol
New York, New York 10022 45 Rockefeller Plaza
Attention: Jonathan Rather New York, New York 10111
Tel. (212) 893-9500 Tel. (212) 841-5700
-----------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 2001
------------------
(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(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
CUSIP NO. 90338W 10 3 Page 2 of 6 Pages
1) Name of Reporting Person Welsh, Carson, Ander-
I.R.S. Identification son & Stowe IX, L.P.
No. of Above Person
(Entities Only)
---------------------------------------------------------------------------
2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
---------------------------------------------------------------------------
3) SEC Use Only
---------------------------------------------------------------------------
4) Source of Funds WC
---------------------------------------------------------------------------
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
---------------------------------------------------------------------------
6) Citizenship or Place
of Organization Delaware
---------------------------------------------------------------------------
Number of 7) Sole Voting 8,698,007 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
With
-------------------------------------------
8) Shared Voting
Power -0-
-------------------------------------------
9) Sole Disposi- 8,698,007 shares of
tive Power Common Stock
-------------------------------------------
10) Shared Dis-
positive Power -0-
-------------------------------------------
11) Aggregate Amount Beneficially 8,698,007 shares of
Owned by Each Reporting Person Common Stock
---------------------------------------------------------------------------
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
---------------------------------------------------------------------------
13) Percent of Class
Represented by 9.2%
Amount in Row (11)
---------------------------------------------------------------------------
14) Type of Reporting
Person PN
CUSIP NO. 90338W 10 3 Page 3 of 6 Pages
Amendment No. 2 to Schedule 13D
---------------------------------
Reference is hereby made to the statement on Schedule 13D originally
filed with the Securities and Exchange Commission (the "Commission") on October
12, 2001 and Amendment No. 1 thereto filed on October 17, 2001 (as so amended,
the "Schedule 13D"). Terms defined in the Schedule 13D are used herein as so
defined.
The Schedule 13D is hereby amended as follows:
Item 2. Identity and Background.
-----------------------
Item 2(b)-(c) is hereby amended and restated to read in its entirety
as follows:
(b)-(c) WCAS IX is a Delaware limited partnership. The principal
business of WCAS IX is that of a private investment partnership. The sole
general partner of WCAS IX is WCAS IX Associates, L.L.C., a Delaware limited
liability company ("IX Associates"). The principal business of IX Associates is
that of acting as the general partner of WCAS IX. The principal business and
principal office address of WCAS IX, IX Associates and the managing members of
IX Associates is 320 Park Avenue, Suite 2500, New York, New York 10022. The
following individuals, who are citizens of the United States, are the managing
members of IX Associates:
(i) Patrick J. Welsh
(ii) Russell L. Carson
(iii) Bruce K. Anderson
(iv) Thomas E. McInerney
(v) Robert A. Minicucci
(vi) Anthony J. deNicola
(vii) Paul B. Queally
(viii) Lawrence B. Sorrel
(ix) Jonathan M. Rather
(x) D. Scott Mackesy
(xi) John D. Clark
(xii) Sanjay Swani
(xiii) James R. Matthews
Item 3. Source and Amount of Funds and Other Consideration.
--------------------------------------------------
Item 3 is hereby amended and restated to read in its entirety as
follows:
Between October 17, 2001 and October 22, 2001, WCAS IX purchased an
aggregate 967,037 shares of Common Stock in open market transactions, at an
average purchase price of $5.20 per share. The source of funds for such
CUSIP NO. 90338W 10 3 Page 4 of 6 Pages
purchases was WCAS IX's working capital, or funds available for investment. The
managing members of IX Associates also purchased, between October 17, 2001 and
October 22, 2001, an aggregate 29,006 shares of Common Stock in open
market transactions, at an average purchase price of $5.20 per share. The
sources of funds for such purchases were such individuals' personal funds.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 is hereby amended and restated to read in its entirety as
follows:
The following information is based on a total of 94,717,589 shares of
Common Stock outstanding as of July 26, 2001, as reported in the Issuer's Report
on Form 10-Q for the quarterly period ended June 30, 2001 filed with the
Securities and Exchange Commission on August 1, 2001.
(a) WCAS IX owns 8,698,007 shares of Common Stock, or approximately
9.2% of the Common Stock outstanding. IX Associates, as the general partner of
WCAS IX, and the managing members of IX Associates (as described in (b) below)
each may be deemed to beneficially own the securities owned by WCAS IX.
Managing Members of IX Associates
---------------------------------
(i) Patrick J. Welsh directly beneficially owns 365,560 shares of
Common Stock, or approximately 0.4% of the Common Stock outstanding.
(ii) Russell L. Carson directly beneficially owns 569,794 shares of
Common Stock (including 37,000 shares issuable upon exercise of presently-
exercisable stock options), and indirectly beneficially owns (through trusts for
the benefit of his children) 18,000 shares of Common Stock, or, in the
aggregate, 584,256 shares of Common Stock or approximately 0.6% of the Common
Stock outstanding.
(iii) Bruce K. Anderson directly beneficially owns 309,791 shares of
Common Stock, or approximately 0.3% of the Common Stock outstanding.
(iv) Thomas E. McInerney directly beneficially owns 126,415 shares of
Common Stock, or approximately 0.1% of the Common Stock outstanding.
(v) Robert A. Minicucci directly beneficially owns 66,291 shares of
Common Stock, or less than 0.1% of the Common Stock outstanding.
(vi) Anthony J. deNicola directly beneficially owns 29,677 shares of
Common Stock, or less than 0.1% of the Common Stock outstanding.
(vii) Paul B. Queally directly beneficially owns 26,709 shares of
Common Stock, or less than 0.1% of the Common Stock outstanding.
(viii) Lawrence B. Sorrel directly beneficially owns 22,258 shares
CUSIP NO. 90338W 10 3 Page 5 of 6 Pages
of Common Stock, or less than 0.1% of the Common Stock outstanding.
(ix) Jonathan M. Rather directly beneficially owns 5,586 shares of
Common Stock, or less than 0.1% of the Common Stock outstanding.
(x) D. Scott Mackesy directly beneficially owns 652 shares of Common
Stock, or less than 0.1% of the Common Stock outstanding.
(xi) John D. Clark directly beneficially owns 652 shares of Common
Stock, or less than 0.1% of the Common Stock outstanding.
(xii) Sanjay Swani directly beneficially owns 652 shares of Common
Stock, or less than 0.1% of the Common Stock outstanding.
(xiii) James R. Matthews directly beneficially owns 652 shares of
Common Stock, or less than 0.1% of the Common Stock outstanding.
(b) The managing members of IX Associates may be deemed to share the
power to vote or direct the voting of and to dispose or direct the disposition
of the Common Stock owned by WCAS IX. Each such person has the sole power to
vote or direct the voting of and to dispose or direct the disposition of only
the shares of the Common Stock that he directly beneficially owns. Each of the
managing members of IX Associates disclaims beneficial ownership of all shares
of Common Stock other than the shares he owns directly or by virtue of his
indirect pro rata interest, as a managing member of IX Partners, in the shares
owned by WCAS IX.
(c) Except as described in Item 3 above, none of the entities or
individuals identified in Item 2 of the Schedule 13D has effected any
transactions in the Common Stock in the 60 days prior to the date of this
statement.
(d) Except as described in the Schedule 13D, no person has the power
to direct the receipt of dividends on or the proceeds of sales of, the shares of
Common Stock owned by the Reporting Persons.
(e) Not Applicable.
CUSIP NO. 90338W 10 3 Page 6 of 6 Pages
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.
Dated: October 23, 2001
WELSH, CARSON, ANDERSON & STOWE IX, L.P.
By: WCAS IX Associates LLC, General
Partner
By: /s/ Jonthan M. Rather
--------------------------------
Managing Member