4//SEC Filing
COVENTRY CORP 4
Accession 0000899140-98-000242
CIK 0000867440operating
Filed
May 6, 8:00 PM ET
Accepted
—
Size
23.1 KB
Accession
0000899140-98-000242
Insider Transaction Report
Form 4
No transactions or holdings reported in this filing.
Footnotes (3)
- [1]At two separate closings which took place on May 9, 1997 and June 30, 1997, respectively, Warburg, Pincus Ventures, L.P., a Delaware limited partnership ("Ventures"), purchased 8.3% Convertible Exchangeable Senior Subordinated Notes (the "Notes") of Coventry Corporation (the "Company") in the aggregate principal amount of $36,000,000 and Warrants ("Warrants") to purchase 2,117,647 shares of common stock of the Company, par value $.01 per share (the "Common Stock") (the Notes and the Warrants are referred to herein collectively as the "Securities"). The Securities were issued pursuant to an Amended and Restated Securities Purchase Agreement, dated as of April 2, 1997, by and among the Company, Ventures and Franklin Capital Associates III L.P. (the "Purchase Agreement"). Pursuant to a Voting Trust Agreement, dated April 15, 1997, among Patrick T. Hackett, Joel Ackerman and Jonathan S. Leff, as Trustees (collectively, the "Trustees") and Ventures (as supplemented as of November 12, 1997, the "Voting Trust"), Ventures vested the power to vote all of the shares of Common Stock and all of the shares of Series A Preferred Stock which Ventures may acquire upon conversion, exchange or exercise of the Securities irrevocably in the Voting Trust until April 15, 2007; provided, however, that Ventures may terminate the Voting Trust upon written notice to the Trustees if Ventures is deemed to own beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) less than ten percent (10%) of the then outstanding shares of Common Stock. By reason of the provisions of Rule 16a-1 of the Exchange Act, the Voting Trust and the Trustees may be deemed to be the beneficial owner of the Securities held by Ventures, although the Voting Trust and each of the Trustees disclaim beneficial ownership of such Securities. Additionally, the sole general partner of Ventures is Warburg, Pincus & Co., a New York general partnership ("WP"). Lionel I. Pincus is the managing partner of WP and he may be deemed to control it. E.M. Warburg, Pincus & Co., LLC, a New York limited liability company ("EMW"), many of whose members are also general partners of WP, manages Ventures. WP has a 15% interest in the profits of Ventures as the general partner and also owns approximately 1.2% of the limited partnership interests in Ventures. By reason of the provisions of Rule 16a-1 of the Exchange Act, WP and EMW may be deemed to be the beneficial owner of the Securities held by Ventures, although both WP and EMW disclaim beneficial ownership of such Securities except to the extent of any indirect pecuniary interest therein. Mr. Hackett and Mr. Moorhead, directors of the Company, are general partners of WP and members of EMW. As such, each of Mr. Hackett and Mr. Moorhead may be deemed to have an indirect pecuniary interest (within Rule 16a-1 of the Exchange Act) in an indeterminate portion of the Securities beneficially owned by Ventures, EMW, WP and the Voting Trust. Each of Mr. Hackett and Mr. Moorhead disclaims beneficial ownership of such securities except to the extent of any indirect pecuniary interest therein. In addition, Mr. Hackett, Mr. Ackerman and Mr. Leff are each Trustees under the Voting Trust. As such, Mr. Hackett, Mr. Ackerman and Mr. Leff each may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 of the Exchange Act) in an indeterminate portion of the Securities beneficially owned by Ventures, EMW, WP and the Voting Trust. Mr. Hackett, Mr. Ackerman and Mr. Leff each disclaim beneficial ownership of such Securities except to the extent of any indirect pecuniary interest therein.
- [2]Pursuant to the terms of a Capital Contribution and Share Exchange Agreement entered into by and among Coventry Corporation (the "Company"), Coventry Health Care, Inc. ("Coventry Health Care"), Principal Mutual Life Insurance Company, Principal Holding Company and Principal Health Care, Inc., on April 1, 1998 Coventry Merger Corporation, a corporation wholly owned by Coventry Health Care ("Merger Sub"), was merged with and into the Company, with the Company surviving the Merger (the "Merger"). As a result of the Merger, each outstanding share of Common Stock of the Company was converted into the right to receive one share of Common Stock of Coventry Health Care and each outstanding Convertible Exchangeable Note and Warrant was converted into a Convertible Exchangeable Note and Warrant, respectively, of Coventry Health Care.
- [3]Includes 5,000 shares of Common Stock owned individually and directly by Patrick T. Hackett. Page 3 of 5 1. Name: Rodman W. Moorhead, III (Director) Address: 466 Lexington Avenue New York, New York 10017 2. Name: Patrick T. Hackett (Director and Trustee) Address: 466 Lexington Avenue New York, New York 10017 3. Name: Joel Ackerman (Trustee) Address: 466 Lexington Avenue New York, New York 10017 4. Name: Jonathan S. Leff (Trustee) Address: 466 Lexington Avenue New York, New York 10017 5. Name: Warburg, Pincus & Co. (General Partner) Address: 466 Lexington Avenue New York, New York 10017 6. Name: E.M. Warburg, Pincus & Co., LLC (Manager of WPV) Address: 466 Lexington Avenue New York, New York 10017 Designated Filer: Warburg, Pincus Ventures, L.P. Issuer & Ticker Symbol: Coventry Corporation (CVTY) Period Covered By Form: March 1998 Page 4 of 5 WARBURG, PINCUS VENTURES, L.P. By: Warburg, Pincus & Co., General Partner By: /s/ Stephen Distler May 5, 1998 ----------------------- ----------- Stephen Distler Date Partner WARBURG, PINCUS & CO. By: /s/ Stephen Distler May 5, 1998 ------------------------ ----------- Stephen Distler Date Partner E.M. WARBURG, PINCUS & CO., LLC By: /s/ Stephen Distler May 5, 1998 ------------------------ ----------- Stephen Distler Date Member Director /s/ Rodman W. Moorhead, III May 5, 1998 --------------------------- ----------- Rodman W. Moorhead, III Date Trustee & Director /s/ Patrick T. Hackett May 5, 1998 --------------------------- ----------- Patrick T. Hackett Date Trustee /s/ Joel Ackerman May 5, 1998 --------------------------- ----------- Joel Ackerman Date Trustee /s/ Jonathan S. Leff May 5, 1998 --------------------------- ----------- Jonathan S. Leff Date Page of 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----
Documents
Issuer
COVENTRY CORP
CIK 0000867440
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000867440
Filing Metadata
- Form type
- 4
- Filed
- May 6, 8:00 PM ET
- Size
- 23.1 KB