Warburg Pincus Ventures LP, et al. – ‘SC 13D/A’ on 5/21/98 re: Coventry Corp

As of:  Thursday, 5/21/98   ·   Accession #:  899140-98-261   ·   File #:  5-42101   ·   Correction:  This Filing was Deleted by the SEC on 6/10/98. ®

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 1                                       11     34K 

Document Table of Contents

SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
 (Amendment No. 1)

 Under the Securities Exchange Act of 1934

Coventry Health Care, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

 Common Stock, par value $0.01
--------------------------------------------------------------------------------
(Title of Class of Securities)

 222862104
--------------------------------------------------------------------------------
 (CUSIP Number of Class of Securities)

Patrick T. Hackett
E.M. Warburg Pincus & Co., LLC
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

Copies to:

 Steven J. Gartner, Esq.
Willkie Farr & Gallagher
153 East 53rd Street
New York, NY 10022
(212) 821-8000

May 19, 1998
--------------------------------------------------------------------------------
 (Date of Event which Requires
Filing of this Schedule)

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(b)(3) or (4), check the following:  [X]          

SC 13D/A
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SCHEDULE 13D

CUSIP No.   222853103                                         Page 2 of 10 Pages

1   NAME OF REPORT PERSON                                                     
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     

Warburg, Pincus Ventures, L.P.                        I.D. #13-3784037

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP               (a) [ ]    
                                                               (b) [x]

3   SEC USE ONLY                                                              

4   SOURCE OF FUNDS*                                                          

WC                                                                    

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT          
TO ITEMS 2(d) or 2(e)                                              [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION                                      

Delaware                                                              

7     SOLE VOTING POWER                           

0                                     

NUMBER OF     8     SHARED VOTING POWER                                       
SHARES                                                                      
BENEFICIALLY         0                                                          
OWNED BY                                                                      
EACH        9     SOLE DISPOSITIVE POWER                                  
REPORTING                                                                     
PERSON WITH          0                                                          

10    SHARED DISPOSITIVE POWER                    

7,157,847                             

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON                         

7,157,847                                                             

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN             
SHARES*                                                            [ ]

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

11.1%                                                                 

14   TYPE OF REPORTING PERSON*                                                  

PN                                                                    

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SC 13D/A
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SCHEDULE 13D

CUSIP No.   222853103                                         Page 3 of 10 Pages

1   NAME OF REPORT PERSON                                                     
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                     

Warburg, Pincus & Co.                           I.D. #13-6358475      

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP               (a) [ ]    
                                                               (b) [x]

3   SEC USE ONLY                                                              

4   SOURCE OF FUNDS*                                                          

N/A                                                                   

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT          
TO ITEMS 2(d) or 2(e)                                              [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION                                      

New York                                                              

7     SOLE VOTING POWER                           

0                                     

NUMBER OF     8     SHARED VOTING POWER                                       
SHARES                                                                      
BENEFICIALLY         0                                                          
OWNED BY                                                                      
EACH        9     SOLE DISPOSITIVE POWER                                  
REPORTING                                                                     
PERSON WITH          0                                                          

10    SHARED DISPOSITIVE POWER                    

7,157,847                             

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON                         

7,157,847                                                             

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN             
SHARES*                                                            [ ]

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

11.1%                                                                 

14   TYPE OF REPORTING PERSON*                                                  

PN                                                                    

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SC 13D/A
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SCHEDULE 13D

CUSIP No.   222853103                                         Page 4 of 10 Pages

1   NAME OF REPORT PERSON                                                       
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

E.M. Warburg, Pincus & Co., LLC                    I.D. #13-3536050     

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a) [ ]     
                                                               (b) [x]

3   SEC USE ONLY                                                                

4   SOURCE OF FUNDS*                                                            

N/A                                                                     

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT            
TO ITEMS 2(d) or 2(e)                                               [ ] 

6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

New York                                                                

7     SOLE VOTING POWER                           

0                                     

NUMBER OF     8     SHARED VOTING POWER                                       
SHARES                                                                      
BENEFICIALLY         0                                                          
OWNED BY                                                                      
EACH                                                                      
REPORTING                                                                     
PERSON WITH                                                                     

9     SOLE DISPOSITIVE POWER                      

0                                     

10    SHARED DISPOSITIVE POWER                    

7,157,847                             

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON                          

7,157,847                                                               

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN              
SHARES*                                                             [ ] 

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

11.1%                                                                   

14  TYPE OF REPORTING PERSON*                                                   

OO                                                                      

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SC 13D/A
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SCHEDULE 13D

CUSIP No.   222853103                                         Page 5 of 10 Pages

1   NAME OF REPORT PERSON                                                       
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

Patrick T. Hackett                                                      

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a) [ ]     
                                                               (b) [x]

3   SEC USE ONLY                                                                

4   SOURCE OF FUNDS*                                                            

N/A                                                                     

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT            
TO ITEMS 2(d) or 2(e)                                               [ ] 

6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

United States of America                                                

7     SOLE VOTING POWER                           

5,000                                 

NUMBER OF     8     SHARED VOTING POWER                                       
SHARES                                                                      
BENEFICIALLY         7,157,847                                                  
OWNED BY                                                                      
EACH        9     SOLE DISPOSITIVE POWER                                  
REPORTING                                                                     
PERSON WITH          5,000                                                      

10    SHARED DISPOSITIVE POWER                    

0                                     

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON                          

7,162,847                                                               

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN              
SHARES*                                                             [ ] 

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

11.1%                                                                   

14  TYPE OF REPORTING PERSON*                                                   

IN                                                                      

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SC 13D/A
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SCHEDULE 13D

CUSIP No.   222853103                                         Page 6 of 10 Pages

1   NAME OF REPORT PERSON                                                       
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

Joel Ackerman                                                           

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a) [ ]     
                                                               (b) [x]

3   SEC USE ONLY                                                                

4   SOURCE OF FUNDS*                                                            

N/A                                                                     

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT            
TO ITEMS 2(d) or 2(e)                                               [ ] 

6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

United States of America                                                

7     SOLE VOTING POWER                           

0                                     

NUMBER OF     8     SHARED VOTING POWER                                       
SHARES                                                                      
BENEFICIALLY         7,157,847                                                  
OWNED BY                                                                      
EACH        9     SOLE DISPOSITIVE POWER                                  
REPORTING                                                                     
PERSON WITH          0                                                          

10    SHARED DISPOSITIVE POWER                    

0                                     

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON                          

7,157,847                                                               

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN              
SHARES*                                                             [ ] 

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

11.1%                                                                   

14  TYPE OF REPORTING PERSON*                                                   

IN                                                                      

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SC 13D/A
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SCHEDULE 13D

CUSIP No.   222853103                                         Page 7 of 10 Pages

1   NAME OF REPORT PERSON                                                       
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                       

Jonathan S. Leff                                                        

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a) [ ]     
                                                               (b) [x]

3   SEC USE ONLY                                                                

4   SOURCE OF FUNDS*                                                            

N/A                                                                     

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS   
2(d) or 2(e)                                                      [ ]   

6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

United States of America                                                

7     SOLE VOTING POWER                           

0                                     

NUMBER OF     8     SHARED VOTING POWER                                       
SHARES                                                                      
BENEFICIALLY         7,157,847                                                  
OWNED BY                                                                      
EACH        9     SOLE DISPOSITIVE POWER                                  
REPORTING                                                                     
PERSON WITH          0                                                          

10    SHARED DISPOSITIVE POWER                    

0                                     

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON                          

7,157,847                                                               

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*      

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

11.1%                                                                   

14  TYPE OF REPORTING PERSON*                                                   

IN                                                                      

 *SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

SC 13D/A
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        This Amendment No. 1 amends the Schedule 13D filed on April 9, 1998 (the
"Schedule 13D") on behalf of Warburg, Pincus Ventures, L.P., a Delaware limited 
partnership ("Ventures"), Warburg, Pincus & Co., a New York general partnership 
("WP"), E.M. Warburg, Pincus & Co., LLC, a New York limited liability company   
("EMW"), and Patrick T. Hackett, Joel Ackerman, and Jonathan S. Leff (the       
"Trustees"), as trustees of a voting trust (the "Voting Trust") under a voting  
trust agreement, dated as of April 15, 1997 (as supplemented on November 12,    
1997, the "Voting Trust Agreement"), relating to the common stock, par value    
$0.01 per share, of Coventry Health Care, Inc., a Delaware corporation (the     
"Company").                                                                     

     Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule 13D.

Item 3                                                          
------                                                          

     Item 3 of the Schedule 13D is hereby amended by adding the following:

 "The total amount of funds required by Ventures to purchase the
Securities, was $47,727,549.40, and was furnished from the working capital of   
Ventures."                                                                      

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SC 13D/A
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Item 5                                                          
------                                                          

      Paragraph (a) of Item 5 is hereby amended and restated in its entirety
to read as follows:                                                             

       "As of May, 18, 1998, Ventures beneficially owned 7,157,847 shares of
Common Stock, subject to adjustment. By reason of their respective relationships
with Ventures, each of the Reporting Entities may be deemed under Rule 13d-3    
under the Exchange Act to own beneficially all of the shares of Common Stock    
which Ventures beneficially owns. As of May 18, 1998, 7,157,847 shares of Common
Stock represented approximately 11.1% of the outstanding shares of Common Stock,
based on the 58,443,261 shares of Common Stock outstanding as of April 1, 1998, 
as reported to the Reporting Entities by the Company."                          

      Schedule I hereto sets forth a list of open market purchases of Common
Stock made by Ventures since the date of the original Schedule 13D.             

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SC 13D/A
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SIGNATURES

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

Dated: May 21, 1998                 WARBURG, PINCUS VENTURES, L.P.              

                  By: Warburg, Pincus & Co.,
       General Partner

               By: /s/ Stephen Distler
                           -----------------------------
       Partner

Dated: May 21, 1998                 WARBURG, PINCUS & CO.                       

               By: /s/ Stephen Distler
                           -----------------------------
     Partner

Dated: May 21, 1998                 E.M. WARBURG, PINCUS & CO., LLC             

               By: /s/ Stephen Distler
                           -----------------------------
       Partner

Dated: May 21, 1998                 By: /s/ Patrick T. Hackett                  
                           -----------------------------
     Trustee

Dated: May 21, 1998                 By: /s/ Joel Ackerman                       
                            ------------------------------
     Trustee

Dated: May 21, 1998                 By: /s/ Jonathan S. Leff                    
                            ------------------------------
     Trustee

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SC 13D/A
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Schedule I
----------

Recent Purchases of the Common Stock
of Coventry Health Care, Inc.*

Name of        Number of              Price Per            Date                 
Purchaser      Shares Purchased       Share                of Trade             
---------      ----------------       -----                --------             

Ventures           122,500            $14.6985             05/08/98             

Ventures            20,000            $14.625              05/08/98             

Ventures             7,500            $14.8333             05/08/98             

Ventures            93,900            $14.7577             05/11/98             

Ventures            59,000            $14.6467             05/12/98             

Ventures             5,500            $14.6875             05/13/98             

Ventures            35,000            $14.8125             05/13/98             

Ventures            30,000            $14.375              05/14/98             

Ventures            25,000            $14.5                05/14/98             

Ventures               800            $14.5625             05/14/98             

Ventures            61,600            $14.1347             05/18/98             

Ventures            10,000            $13.625              05/18/98             

Ventures            35,000            $13.75               05/18/98             

Ventures            12,000            $13.75               05/19/98             

* Each of the above purchases was made on the NASDAQ national exchange, on which
the Common Stock is traded.                                                     

S-1 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Deleted on:		6/10/98
Filed on:		5/21/98		10					SC 13D/A
		5/19/98		1
		5/18/98		9
		4/9/98		8					SC 13D,  SC 13G/A
		4/1/98		9					4
		11/12/97		8
		4/15/97		8					PRE 14A
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