-----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, EipExp4aCMxWKXgiCPDv81PEEmXnUXzAz7+c6op2VXgbMyg6ujcIN7r+hfzwekz5 xqIdSK0NjFnN2D4lZuY+Bw== 0000921895-08-000353.txt : 20080205 0000921895-08-000353.hdr.sgml : 20080205 20080205170624 ACCESSION NUMBER: 0000921895-08-000353 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080205 DATE AS OF CHANGE: 20080205 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: 08577773 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 sc13da1301874094_02012008.htm sc13da1301874094_02012008.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. 13)1

Rotech Healthcare Inc.
(Name of Issuer)

Common Stock, par value $0.0001
(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)

February 1, 2008
(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
 
3,790,940
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,790,940
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,790,940
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.9%
14
TYPE OF REPORTING PERSON
 
PN

2

CUSIP NO. 778669101
 
 
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS II GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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
 
3,790,940
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,790,940
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,790,940
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.9%
14
TYPE OF REPORTING PERSON
 
OO

3

CUSIP NO. 778669101
 
 
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS II MASTER FUND 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
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,790,940
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,790,940
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,790,940
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.9%
14
TYPE OF REPORTING PERSON
 
PN

4

CUSIP NO. 778669101
 
 
 
1
NAME OF REPORTING PERSON
 
STEEL PARTNERS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
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
 
3,790,940
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,790,940
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,790,940
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.9%
14
TYPE OF REPORTING PERSON
 
OO

5

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
 
AF
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
 
3,790,940
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,790,940
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,790,940
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.9%
14
TYPE OF REPORTING PERSON
 
IN

6

CUSIP NO. 778669101

The following constitutes Amendment No. 13 to the Schedule 13D filed by the undersigned (“Amendment No. 13”).  This Amendment No. 13 amends the Schedule 13D as specifically set forth.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
 
Item 3 is hereby amended and restated to read as follows:
 
The aggregate purchase price of the 3,790,940 Shares owned by Steel Partners II is approximately $16,179,539, including brokerage commissions.  The Shares owned by Steel Partners II were acquired with partnership funds.
 
Steel Partners II effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
 
Item 5.
Interest in Securities of the Issuer.
 
 
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 filed with the Securities and Exchange Commission on November 6, 2007.
 
As of the close of business on February 4, 2008, Steel Partners II beneficially owned 3,790,940 Shares, constituting approximately 14.9% of the Shares outstanding.  By virtue of their relationships with Steel Partners II discussed in further detail in Item 2, each of Steel GP LLC, Steel Master, Partners LLC and Warren G. Lichtenstein may be deemed to beneficially own the Shares owned by Steel Partners II.
 
 Item 5(c) is hereby amended to add the following:
 
(c)            Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 12 to the Schedule 13D. All of such transactions were effected in the open market except as otherwise set forth on Schedule A.
 

 
7

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:                       February 5, 2008
STEEL PARTNERS II, L.P.
   
 
By:
Steel Partners II GP LLC
General Partner
   
 
By:
 /s/ Lauren Isenman
   
Lauren Isenman
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member


 
STEEL PARTNERS II GP LLC
   
 
By:
 /s/ Lauren Isenman
   
Lauren Isenman
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member


 
STEEL PARTNERS II MASTER FUND L.P.
   
 
By:
Steel Partners II GP LLC
General Partner
   
 
By:
 /s/ Lauren Isenman
   
Lauren Isenman
as Attorney-In-Fact for Warren G. Lichtenstein,
Managing Member


 
STEEL PARTNERS LLC
   
 
By:
 /s/ Lauren Isenman
   
Lauren Isenman
as Attorney-In-Fact for Warren G. Lichtenstein,
Manager


   /s/ Lauren Isenman
 
LAUREN ISENMAN
as Attorney-In-Fact for Warren G. Lichtenstein
 
 
 
8

CUSIP NO. 778669101

 
SCHEDULE A
 
Transactions in the Securities of the Issuer Since Amendment No. 12 to the Schedule 13D
 
Class of
Security
Securities
Purchased
Price Per
Share ($)
Date of
Purchase

STEEL PARTNERS II, L.P.
 
Common Stock
370,000
 
0.2813
02/01/08
         
Common Stock
1,249,000*
 
0.5700
02/04/08

STEEL PARTNERS II GP LLC
None
 

STEEL PARTNERS II MASTER FUND L.P.
None
 

STEEL PARTNERS LLC
None
 

WARREN G. LICHTENSTEIN
None
 

 

 

 

 
 
_______________
* This purchase was effected pursuant to a privately negotiated transaction.
 
 
 
9

 
 
 
 
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