General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 7 32K
2: EX-1 Underwriting Agreement 7 33K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 73 272K
Liquidation or Succession
OMB Approval
UNITED STATES -------------------------
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145
Washington, D.C. 20549 Expires: August 31, 1999
Hours per response: 14.90
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
The WellCare Management Group, Inc.
-----------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
--------------------------------------
(Title of Class of Securities)
949470108
--------------
(CUSIP Number)
Kiran C. Patel, M.D.
6800 North Dale Mabry Hwy., Suite 268, Tampa, FL 33614
(813) 290-6200
------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 19,1999
------------------------------------------------------------
(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 Sections 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 Section 240.13d-7 for other
parties to whom copies are to be sent.
* 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. 949470108
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kiran C. Patel, M.D.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3. SEC Use Only
4. Source of Funds (See Instructions) PF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization UNITED STATES OF AMERICA
Number of 7. Sole Voting Power
Shares Bene-
ficially by 8. Shared Voting Power 19,780,111 (1)
Owned by
Each 9. Sole Dispositive Power
Reporting
Person With 10. Shared Dispositive Power 19,780,111 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person 19,780,111
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent of Class Represented by Amount in Row (11) 51.0%
14. Type of Reporting Person (See Instructions)
IN
(1) The number of Shares reported reflects the number of shares of Series A
Preferred Stock that was converted to Common Stock at the later of (i) the
amendment to the Company's certificate of incorporation increasing the total
number of authorized shares of Common Stock by 55,000,000 shares or (ii) the
obtrainment of all governmental and regulatory approvals necessary for the
conversion of shares of Series A Preferred Stock into shares of Common Stock
(the "Conversion"). The Conversion occurred on October, 11, 1999, and each
outstanding shares of Series A Preferred Stock was immediately and automatically
converted into fully paid and non-assessable shares of Common Stock.
ITEM 1: SECURITY AND ISSUER
The securities to which this Schedule 13D relates are the shares of common
stock, par value $0.01 per share (the "Common Stock") of The WellCare Management
Group, Inc., a New York corporation (the "Company"), whose principal place of
business is located at 280 Broadway, 3rd Floor, Newburgh, NY 12250.
ITEM 2: IDENTITY AND BACKGROUND
This Schedule 13D is being filed by Kiran C. Patel, M.D. ( "Dr. Patel"), a
United States citizen, whose principal business address is 6800 North Dale
Mabry, Hwy., Suite 268, Tampa, FL 33614. Dr. Patel is the President and Chief
Executive Officer of the Company.
Dr. Patel has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
Dr. Patel has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On June 11, 1999, pursuant to a Stock Purchase Agreement dated May 19, 1999, as
amended on June 1, 1999 (the "Stock Purchase Agreement") (filed as Exhibits
10.64 and 10.65, respectively to the Company's Current Report on Form 8-K filed
on June 28, 1999 and incorporated herein by reference), the Company issued and
Dr. Patel purchased a 55% ownership interest in the Company for $5 million (the
"Purchase Price"). Dr. Patel used personal funds to pay the Purchase Price.
Dr. Patel is the principal of Well Care HMO, Inc., a Florida corporation, an
entity unrelated to the Company.
Dr. Patel received his 55% ownership interest in the Company pursuant to the
issuance by the Company of 100,000 shares of a newly authorized series of senior
convertible preferred stock ("Series A Convertible Preferred Stock"). The
Series A Convertible Preferred Stock was subject to mandatory conversion into
Common Stock upon the amendment to the Company's certificate of incorporation to
increase the number of authorized shares of common stock from 20 million to 75
million and the satisfaction of certain other conditions. The Series A
Convertible Preferred Stock was converted into 21,449,253 shares of Common Stock
on October 11, 1999.
ITEM 4: PURPOSE OF TRANSACTION
Dr. Patel acquired the shares of Series A Convertible Preferred Stock for
investment purposes. The Series A Convertible Preferred Stock was subject to
mandatory conversion into Common Stock upon the amendment to the Company's
certificate of incorporation to increase the number of authorized shares of
common stock from 20 million to 75 million and the satisfaction of certain other
conditions. The Series A Convertible Preferred Stock was converted into
21,449,253 shares of Common Stock on October 11, 1999.
After giving effect to the conversion of the Series A Convertible Preferred
Stock, Dr. Patel owned 21,449,253 shares of Common Stock. Dr. Patel
transferred, in a private transaction unrelated to the Company, 1,669,142 shares
of Common Stock to various business associates. After these transfers, Dr. Patel
owned 19,780,111 shares of common stock, which represented 51% of the aggregate
number of shares outstanding in the combined classes.
The 21,449,253 shares of Common Stock issued on conversion of the Series A
Convertible Preferred Stock are subject to anti-dilution protection, whereby Dr.
Patel (or the holder of such shares) generally will preserve his (or their) 55%
ownership interest in the Company until there are 75 million shares of Common
Stock issued and outstanding. To exercise his anti-dilution right and preserve
his 55% ownership interest, Dr. Patel (or the holder of such shares) has the
option to purchase additional shares of Common Stock at a price of $0.01 per
share until his (or their) total ownership interest in the Company equals 55%.
Dr. Patel may from time to time acquire additional shares of Common Stock in the
open market or in privately negotiated transactions, subject to availability of
the shares of Common Stock at prices deemed favorable, the Company's business or
financial condition and to other factors and conditions Dr. Patel deems
appropriate. Alternatively, Dr. Patel may sell all or a portion of his shares
of Common Stock in the open market or in privately negotiated transactions.
In June, 1999, Robert W. Morey, ( "Mr. Morey") the holder of 281,956 shares of
the Company's Class A common stock, gave a two-year proxy (the "Proxy") in favor
of Dr. Patel to vote Mr. Morey's shares of Class A common stock. The Proxy
expired in June 2001.
On May 14, 2002 (effective May 17, 2002), Dr. Patel entered into an agreement
(the "Voting Agreement") with WellCare Acquisition Company ("WAC") in connection
with the Agreement and Plan of Merger dated May 17, 2002, among WAC, WellCare
Merger Sub, and the Company (the "Merger Agreement"). The Voting Agreement and
the Merger Agreement are filed as Exhibits 1 and 2, respectively, to this
Schedule 13D and are incorporated herein by reference. The Merger Agreement
provides for the merger of the Merger Sub with and into the Company.
Pursuant to the Merger Agreement, WellCare Merger Sub will be merged with and
into the Company (the "Merger"), with each share of Common Stock being cancelled
and converted into the right to receive an amount of cash determined pursuant to
a formula set forth in the Merger Agreement. As a result of the Merger, the
Company will become a wholly owned subsidiary of WAC. The Merger is subject to
the approval by the Company's stockholders, the receipt of required regulatory
approvals, and the satisfaction or waiver of certain other conditions as more
fully described in the Merger Agreement.
Pursuant to the Voting Agreement, Dr. Patel agreed to vote in favor of the
adoption of the Merger Agreement and its terms and related transactions, and any
matter that would, or could reasonably be expected to, facilitate the Merger.
In addition, Dr. Patel agreed to vote against any proposals made in opposition
to or competition with the Merger. In addition, Dr. Patel agreed to vote
against any proposals made in opposition to or competition with the Merger. See
Item 6 of this schedule for a more detailed description of the terms of the
Voting Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As set forth above, on June 11, 1999, pursuant to the Stock Purchase Agreement,
Dr. Patel purchased a fifty-five (55%) percent ownership interest in the Company
for $5 million dollars. As part of the purchase transaction, Dr. Patel received
100,000 shares Series A Convertible Preferred Stock.
After the conversion of the Series A Convertible Preferred Stock purchased by
Dr. Patel on June 11, 1999 pursuant to the Stock Purchase Agreement, Dr. Patel
beneficially owned 21,449,253 shares of Common Stock. In 1999, Dr. Patel
transferred, in a private transaction unrelated to the Company, 1,669,142 shares
of Common Stock to various business associates. After these transfers, Dr. Patel
beneficially owned 19,780,111 shares of common stock, which represented 51% of
the aggregate number of shares outstanding in the combined classes of Common
Stock and Class A common stock.
This percentage is based on the number of shares of Common Stock and Class A
common stock outstanding as of May 8, 2002 as reported by the Company in its
Annual Report on Form 10-K.
Dr. Patel has shared power to vote or direct the vote and shared power to
dispose or to direct the disposition of the 19,780,111 shares of Common Stock.
Dr. Patel shares voting power and the power to dispose with WAC pursuant to the
voting agreement described in Item 6. WAC, a Delaware corporation, has its
principal place of business at 67 East 11th Street, Suite 318, New York, New
York 10003.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
As described in Items 3 and 4, under the terms of the Stock Purchase Agreement,
Dr. Patel's shares of Common Stock are subject to anti-dilution rights, whereby
upon conversion Dr. Patel will generally preserve his 55% interest in the
Company until there are 75 million shares of Common Stock issued and
outstanding. In order to preserve his 55% interest, Dr. Patel, at his option,
will pay par value ($0.01per share) for each share of Common Stock subsequently
purchased.
Pursuant to the Voting Agreement, Dr. Patel has agreed to vote all of its
shares:
(i) in favor of the adoption of the Merger Agreement;
(ii) in favor of any matter which would, or could reasonably be expected
to, facilitate the Merger or any of the transactions contemplated
by the Merger Agreement;
(iii) against approval of any opposing or competing proposed transaction
involving the Company or any subsidiary of the Company;
(iv) against any liquidation or winding up of the Company; and
(v) against any other proposal or action which would, or could
reasonably be expected to, prohibit or discourage the Merger.
Dr. Patel granted WAC a proxy to vote shares of the Company owned by Dr. Patel
in the manner set forth above. The attorneys-in-fact and proxies named in Annex
A of the Voting Agreement are authorized and empowered to act as the
undersigned's attorney-in-fact and proxy to vote the shares of the Company owned
by Dr. Patel, and to exercise all voting rights of the undersigned with respect
to those shares, (including without limitation, the power to execute and deliver
written consents), at every annual, special or adjourned meeting of the
shareholders of the Company and in every written consent in lieu of such
meeting:
(i) in favor of the adoption of the Merger Agreement and the terms
thereof and each of the other transactions contemplated by the
Merger Agreement, and any matter which would, or could reasonably
be expected to, facilitate the Merger or any of the transactions
contemplated by the Merger Agreement;
(ii) against approval of any proposal made in opposition to or in
competition with the consummation of the Merger or the Merger
Agreement;
(iii) against any competing proposed transaction (as defined in the
Merger Agreement) involving the Company or any subsidiary of the
Company;
(iv) against any liquidation or winding up of the Company;
(v) against any proposal or action which would, or could reasonably be
expected to, prohibit or discourage the Merger.
In addition, pursuant to the Voting Agreement, Dr. Patel agreed that until the
expiration, it would not:
(i) solicit, initiate, encourage or take any other action to
facilitate, directly or indirectly, any opposing proposal (as
defined in the Voting Agreement);
(ii) initiate, directly or indirectly, any contact with any person in an
effort to or with a view towards soliciting any opposing proposal;
(iii) furnish information concerning the business, properties or assets
of the Company or subsidiary to any person under any circumstances
that could reasonably be expected to relate to an actual or
potential opposing proposal;
(iv) negotiate or enter into discussions or any agreement, directly or
indirectly, with any entity or group with respect to any potential
opposing proposal; or
(v) otherwise cooperate in any way with, or assist or participate in
any effort or attempt by any person with respect to any opposing
proposal.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
1. Voting Agreement dated May 17, 2002 between WAC and Dr. Patel.
2. Agreement and Plan of Merger dated May 17, 2002 among WAC, Wellcare Merger
Sub, and the Company.
3. Stock Purchase Agreement between Dr. Patel and the Company dated May 19,
1999, as amended on June 1, 1999 (incorporated herein by reference to the
Company's Current Report on Form 8-K filed with the SEC on June 28, 1999).
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.
May 28, 2002
--------------
Date
/s/ Kiran C. Patel
------------------
Signature
Kiran C. Patel, M.D.
---------------------
Name/Title
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0001174536-02-000001 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Wed., Apr. 24, 2:49:34.2am ET 
