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CUSIP No. 92839Y109 Page 1 of 5 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
VistaCare, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
92839Y109
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(CUSIP Number)
Direct any Notices and Communications to:
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George J. Mazin, Esq.
Dechert LLP
30 Rockefeller Plaza
New York, NY 10112
May 9, 2006
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(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
The information required in 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.
Page 1 of 5 Pages
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CUSIP No. 92839Y109 Page 2 of 5 Pages
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NAME OF REPORTING PERSON
1 SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHILIP TIMON
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Not Applicable
2
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
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SOLE VOTING POWER
7
NUMBER OF SHARES 3,180,303*
BENEFICIALLY
OWNED BY --------- ------------------------------------------------------------------------------
EACH REPORTING SHARED VOTING POWER
PERSON 8
WITH 0
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SOLE DISPOSITIVE POWER
9
3,180,303*
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SHARED DISPOSITIVE POWER
10
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,180,303*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.40%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 92839Y109 Page 3 of 5 Pages
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* Endowment Capital, L.P., and Long Drive, L.P., each a Delaware limited
partnership (collectively, the "Limited Partnerships"), own in the
aggregate 3,180,303 shares of the common stock, no par value per share
(the "Shares") of VistaCare, Inc., a Washington corporation (the
"Company"). Endowment Capital Group, LLC, a Delaware limited liability
company, is the sole general partner of each of the Limited
Partnerships. Mr. Philip Timon is the sole managing member of Endowment
Capital Group, LLC. As a result, Mr. Timon possesses the sole power to
vote and the sole power to direct the disposition of the Shares held by
the Limited Partnerships. Thus, as of May 9, 2006, for the purposes of
Reg. Section 240.13d-3, Mr. Timon is deemed to beneficially own
3,180,303 Shares, or approximately 19.40% of the Shares deemed issued
and outstanding as of that date. Mr. Timon's interest in the Shares is
limited to his pecuniary interest, if any, in the Limited Partnerships.
ITEM 1. Security and Issuer
(a). Name of Issuer: VISTACARE, INC.
(b). Address of Issuer's Principal Executive Offices:
4800 N. Scottsdale Avenue
Scottsdale, AZ 85251
(c). Title of Class of Securities: Common Stock
(d). CUSIP Number: 92839Y109
ITEM 2. Identity and Background
This Statement is being filed by Mr. Philip Timon, whose business
address is 1105 North Market Street, 15th Floor, Wilmington, DE 19801, who
serves as the managing member of Endowment Capital Group, LLC, which is the sole
general partner of the Limited Partnerships, and in such capacity is principally
responsible for the management of the affairs of the Limited Partnerships. The
Limited Partnerships are each engaged in the investment in personal property of
all kinds including but not limited to capital stock, depository receipts,
investment companies, subscriptions, warrants, bonds, notes, debentures, options
and other securities and instruments of various kind and nature. Mr. Timon has
never been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors), nor has he been a party to any civil proceeding commenced
before a judicial or administrative body of competent jurisdiction as a result
of which he was or is now 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. Mr.
Timon is a United States citizen.
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CUSIP No. 92839Y109 Page 4 of 5 Pages
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ITEM 3. Source and Amount of Funds or Other Consideration.
The Limited Partnerships have invested an aggregate amount of
$50,899,133.13 (exclusive of brokerage commissions) in the Shares of the Company
reported hereunder. The sources of the funds used to purchase the Shares of the
Company held by the Limited Partnerships are the working capital of the Limited
Partnerships.
ITEM 4. Purpose of Transaction.
The Limited Partnerships acquired and continue to hold the Shares as a
long-term investment. Mr. Timon utilizes a fundamental, research-driven process
to identify companies as being fundamentally undervalued and possessing the
potential for significant capital appreciation. In implementing this process,
Mr. Timon identified the Company as an entity satisfying his rigorous investment
criteria.
Mr. Timon reserves the right to discuss various views and opinions with
respect to the Company and its business plans with the Company or the members of
its senior management. The discussion of such views and opinions may extend from
ordinary day-to-day business operations to matters such as nominees for
representation on the Company's board of directors, senior management decisions
and extraordinary business transactions.
In addition to the actions set forth above, Mr. Timon may engage in any
of the actions specified in Item 4(b) through (j) to the Schedule 13D general
instructions. Except as set forth above, Mr. Timon has no present plans or
proposals which relate to or would result in any of the transactions required to
be described in Item 4(b) through (j) of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer.
Based upon the information set forth in the Company's Quarterly Report
on Form 10-Q as filed with the Securities and Exchange Commission on May 9,
2006, there were 16,397,064 Shares issued and outstanding as of May 3, 2006. As
of May 9, 2006, the Limited Partnerships own in the aggregate 3,180,303 Shares.
Mr. Timon possesses the sole power to vote and the sole power to direct the
disposition of the Shares held by the Limited Partnerships. Thus, as of May 9,
2006, for purposes of Reg. Section 240.13d-3, Mr. Timon is deemed to
beneficially own 3,180,303 Shares, or approximately 19.40% of the Shares deemed
issued and outstanding as of that date.
Mr. Timon's interest in the Shares is limited to his pecuniary
interest, if any, in the Limited Partnerships.
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CUSIP No. 92839Y109 Page 5 of 5 Pages
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The following table details the transactions during the sixty days
prior to May 11, 2006 in Shares, or securities convertible into, exercisable or
exchangeable for Shares, by Mr. Timon or any other person or entity controlled
by him or any person or entity for which he possesses voting or investment
control over the securities thereof (each of which were effected in an ordinary
brokerage transaction):
[no transaction]
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None
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.
PHILIP TIMON
Date: May 11, 2006 By /S/ Philip Timon
Philip Timon, in his capacity as sole managing
member of Endowment Capital Group, LLC, the sole
general partner of Endowment Capital, L.P. and
Long Drive, L.P.