-----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, FuUt5WL0lje7jfANgy9rHJzbzlqQeLy0IIy+3ZcqrLEj4Dpgb1ohX/q3gboLL7Wz 77t/5Ss8Lszn/IOkmK6uNg== 0000921895-07-002927.txt : 20071221 0000921895-07-002927.hdr.sgml : 20071221 20071221170652 ACCESSION NUMBER: 0000921895-07-002927 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071221 DATE AS OF CHANGE: 20071221 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROTECH HEALTHCARE INC CENTRAL INDEX KEY: 0001175108 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 030408870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78993 FILM NUMBER: 071324001 BUSINESS ADDRESS: BUSINESS PHONE: 407-822-4600 MAIL ADDRESS: STREET 1: 2600 TECHNOLOGY DRIVE STREET 2: SUITE 300 CITY: ORLANDO STATE: FL ZIP: 32804 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II LP CENTRAL INDEX KEY: 0000915653 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-758-3232 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STEEL PARTNERS II L P DATE OF NAME CHANGE: 19950627 SC 13D/A 1 sc13da1101874094_12182007.htm sc13da1101874094_12182007.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 11 )1

Rotech Healthcare Inc.
(Name of Issuer)

Common Stock, $.0001 Par Value
(Title of Class of Securities)

778669101
(CUSIP Number)

STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 18, 2007
(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 ¨.

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.


_______________
1           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. 778669101
 
 
1
NAME OF REPORTING PERSON
 
             STEEL PARTNERS II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,171,940
8
SHARED VOTING POWER
 
     - 0 -
9
SOLE DISPOSITIVE POWER
 
2,171,940
10
SHARED DISPOSITIVE POWER
 
     - 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                2,171,940
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
                8.5%
14
TYPE OF REPORTING PERSON
 
PN

2

CUSIP NO. 778669101
 
1
NAME OF REPORTING PERSON
 
                   STEEL PARTNERS, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
                      OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
                      DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,171,940
8
SHARED VOTING POWER
 
     - 0 -
9
SOLE DISPOSITIVE POWER
 
2,171,940
10
SHARED DISPOSITIVE POWER
 
     - 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                2,171,940
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
                8.5%
14
TYPE OF REPORTING PERSON
 
                     OO

3

CUSIP NO. 778669101
 
1
NAME OF REPORTING PERSON
 
                   WARREN G. LICHTENSTEIN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
                      OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
                      USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,171,940
8
SHARED VOTING POWER
 
     - 0 -
9
SOLE DISPOSITIVE POWER
 
2,171,940
10
SHARED DISPOSITIVE POWER
 
     - 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                 2,171,940
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
                 8.5%
14
TYPE OF REPORTING PERSON
 
                      IN

4

CUSIP NO. 778669101

The following constitutes Amendment No. 11 (“Amendment No. 11”) to the Schedule 13D filed by the undersigned.  This Amendment No. 11 amends the Schedule 13D as specifically set forth.

Item 3 is hereby amended and restated to read as follows:

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

The aggregate purchase price of the 2,171,940 Shares owned by Steel Partners II is approximately $15,360,678, including brokerage commissions.  The Shares owned by Steel Partners II were acquired with partnership funds.

Item 5(a) is hereby amended and restated to read as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 25,505,270 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, as filed with the Securities and Exchange Commission on November 6, 2007.

As of the close of business on December 20, 2007, Steel Partners II beneficially owned 2,171,940 Shares, constituting approximately 8.5% of the Shares outstanding.  As the general partner of Steel Partners II, Partners LLC may be deemed to beneficially own the 2,171,940 Shares owned by Steel Partners II, constituting approximately 8.5% of the Shares outstanding.  As the sole executive officer and managing member of Partners LLC, which in turn is the general partner of Steel Partners II, Mr. Lichtenstein may be deemed to beneficially own the 2,171,940 Shares owned by Steel Partners II, constituting approximately 8.5% of the Shares outstanding.  Mr. Lichtenstein has sole voting and dispositive power with respect to the 2,171,940 Shares owned by Steel Partners II by virtue of his authority to vote and dispose of such Shares.

Item 5(c) is hereby amended to add the following:

(c) On December 18, 2007, Steel Partners II sold 1,249,000 Shares in a private transaction to an unrelated third party at a price of $0.55 per Share.  On December 20, 2007, Steel Partners II sold 1,249,000 Shares in a private transaction to an unrelated third party at a price of $0.46 per Share.  There were no other transactions by the Reporting Persons since the filing of Amendment No. 10 to the Schedule 13D.

Item 6 is hereby amended to add the following:

Reference is made to the private transactions discussed in further detail in Item 5(c).
 

5

CUSIP NO. 778669101
 
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 21, 2007
STEEL PARTNERS II, L.P.
   
 
By:
Steel Partners, L.L.C.,
General Partner
   
 
By:
/s/ Lauren Isenman
   
Lauren Isenman
   
As Attorney In Fact for Warren G. Lichtenstein, Managing Member
   
   
 
STEEL PARTNERS, L.L.C.
   
 
By:
/s/ Lauren Isenman
   
Lauren Isenman
   
As Attorney In Fact for Warren G. Lichtenstein, Managing Member
   
   
 
/s/ Lauren Isenman
 
LAUREN ISENMAN
 
As Attorney In Fact for Warren G. Lichtenstein, Individually
   

 
6
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