UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Vistacare, Inc.
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(Name of Issuer)
Class A Common Stock, $0.01 par value per share
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(Title of Class of Securities)
92839Y109
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(CUSIP Number)
with a copy to:
Mr. Philip C. Timon Robert G. Minion, Esq.
Endowment Capital Group, LLC Lowenstein Sandler PC
1515 Market Street, Suite 2000 1251 Avenue of the Americas
Philadelphia, Pennsylvania 19102 New York, New York 10020
(215) 563-8600 (973) 597-2424
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 10, 2007
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G 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. 92839Y109
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1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Mr. Philip C. Timon
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a)
(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: 2,492,803*
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Shares Beneficially 8) Shared Voting Power: 0
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Owned by
Each Reporting 9) Sole Dispositive Power: 2,492,803*
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Person With 10) Shared Dispositive Power: 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,492,803*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 14.9%*
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14) Type of Reporting Person (See Instructions): IN
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*As of May 11, 2007 (the "Reporting Date"), Endowment Capital, L.P. and Long
Drive, L.P., each a Delaware limited partnership (collectively, the "Limited
Partnerships"), own in the aggregate 2,492,803 shares of the Class A Common
Stock, $0.01 par value per share (the "Shares"), of Vistacare, Inc., a Delaware
corporation (the "Company"). Endowment Capital Group, LLC, a Delaware limited
liability company ("Endowment LLC"), is the sole general partner of each of the
Limited Partnerships. Mr. Philip C. Timon is the sole managing member of
Endowment LLC. As a result, Mr. Timon possesses the sole power to vote and the
sole power to direct the disposition of 2,492,803 Shares held by the Limited
Partnerships. Thus, as of the Reporting Date, for the purposes of Reg. Section
240.13d-3, Mr. Timon is deemed to beneficially own 2,492,803 Shares, or
approximately 14.9% of the Shares deemed issued and outstanding as of the
Reporting Date. Mr. Timon's interest in the Shares is limited to his pecuniary
interest, if any, in the Limited Partnerships.
Item 2. Identity and Background.
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Item 2 is hereby amended and restated in its entirety as follows:
The person filing this statement is Mr. Philip C. Timon, whose
business address is 1515 Market Street, Suite 2000, Philadelphia, Pennsylvania
19102. Mr. Timon is the sole managing member of Endowment Capital Group, LLC, a
Delaware limited liability company ("Endowment LLC"), which is the sole general
partner of Endowment Capital, L.P. and Long Drive, L.P., each a Delaware limited
partnership (collectively, the "Limited Partnerships"), and in such capacity is
principally responsible for the management of the affairs of the Limited
Partnerships. 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.
The Limited Partnerships are engaged in the investment in personal
property of all kinds, including but not limited to, capital stock, depository
receipts, investment companies, mutual funds, subscriptions, warrants, bonds,
notes, debentures, options and other securities of whatever kind and nature.
Mr. Timon has never been convicted in any criminal proceeding,
excluding traffic violations or 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.
Item 5. Interest in Securities of the Issuer.
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Item 5 is hereby amended and restated in its entirety as follows:
Based upon the information set forth in the Company's Quarterly Report
on Form 10-Q for the quarterly period ending March 31, 2007 as filed with the
Securities and Exchange Commission on May 9, 2007, there were 16,766,250 Shares
issued and outstanding as of May 4, 2007. As of May 11, 2007 (the "Reporting
Date"), the Limited Partnerships owned in the aggregate 2,492,803 Shares. As a
result, Mr. Timon possesses the sole power to vote and the sole power to direct
the disposition of 2,492,803 Shares held by the Limited Partnerships as of the
Reporting Date. Thus, as of the Reporting Date, for purposes of Reg. Section
240.13d-3, Mr. Timon is deemed to beneficially own 2,492,803 Shares, or
approximately 14.9% of the Shares deemed issued and outstanding as of the
Reporting Date. Mr. Timon's interest in the Shares is limited to his pecuniary
interest, if any, in the Limited Partnerships.
The following table details the transactions in Shares, by the Limited
Partnerships, each of which were effected in an ordinary brokerage transaction:
Date Transaction Shares Price
---- ----------- ------ -----
5/10/07 Sale 93,400 $9.6197
5/10/07 Sale 64,100 $9.5031
5/10/07 Sale 225,000 $9.6696
5/11/07 Sale 55,000 $9.0049
5/11/07 Sale 50,000 $8.9543
5/11/07 Sale 200,000 $9.0000
Except as set forth above, there were no other transactions in Shares,
or securities convertible into, exercisable for 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 during the sixty (60) days on or prior to the Reporting Date.
Signature
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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 22, 2007
/s/ Philip C. Timon
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Philip C. Timon, in his capacity
as the sole managing member of
Endowment Capital Group, LLC, the
sole general partner of Endowment
Capital, L.P. and Long Drive, L.P.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).