- Statement of Ownership (SC 13G)
August 10 2010 - 11:54AM
Edgar (US Regulatory)
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
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(Rule
13d-102)
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INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED
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PURSUANT
TO 13d-2(b)
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(Amendment
No. )*
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(Name
of Issuer)
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Common
Stock, $0.001 par value per share
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(Title
of Class of Securities)
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(CUSIP
Number)
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(Date
of event which requires filing of this statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
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¨
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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¨
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Rule
13d-1(d)
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(Page
1 of 8 Pages)
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______________________________
*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 the
disclosures provided in a prior cover page.
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 (however, see the
Notes).
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CUSIP
No. 67611V101
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13G
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Page
2
of 8
Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Centaurus
Capital LP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a)
x
(b)
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
-0-
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6
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SHARED
VOTING POWER
1,801,506
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7
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SOLE
DISPOSITIVE POWER
-0-
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8
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SHARED
DISPOSITIVE POWER
1,801,506
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,801,506
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
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12
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TYPE
OF REPORTING PERSON**
PN
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** SEE
INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 67611V101
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13G
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Page
3
of 8
Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Centaurus
Capital Limited
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a)
x
(b)
¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
-0-
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6
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SHARED
VOTING POWER
1,801,506
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7
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SOLE
DISPOSITIVE POWER
-0-
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8
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SHARED
DISPOSITIVE POWER
1,801,506
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,801,506
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
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12
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TYPE
OF REPORTING PERSON**
OO
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** SEE
INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 67611V101
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13G
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Page
4
of 8
Pages
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Item
1
(a)
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NAME
OF ISSUER.
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The
name of the issuer is ODYSSEY HEALTHCARE, INC. (the
"Company").
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Item 1
(b)
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ADDRESS
OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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The
Company's principal executive offices are located at 717 N. HARWOOD, SUITE
1500, DALLAS, TEXAS 75201.
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Item
2
(a)
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NAME
OF PERSON FILING:
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This
statement is filed by:
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(i)
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Centaurus
Capital LP, a United Kingdom limited partnership ("Centaurus"), which
serves as investment manager to Centaurus International Risk Arbitrage
Master Fund Limited ("CIRAF") and certain managed accounts, with respect
to the shares of Common Stock directly owned by CIRAF and the managed
accounts; and
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(ii)
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Centaurus
Capital Limited, a corporation organized under the laws of the United
Kingdom ("CCL"), which serves as the general partner to Centaurus, with
respect to the shares of Common Stock directly owned by CIRAF and the
managed accounts.
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The
foregoing persons are hereinafter sometimes collectively referred to as the
“Reporting Persons.” Any disclosures herein with respect to persons
other than the Reporting Persons are made on information and belief after making
inquiry to the appropriate party.
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Item 2
(b)
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ADDRESS
OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
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The
address of the business office of each of the Reporting Persons is 33 Cavendish
Square, 16th Floor, London, W1G OPW, United Kingdom.
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Item 2
(c)
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CITIZENSHIP:
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Centaurus
is a limited partnership organized under the laws of the United Kingdom. CCL is
a corporation organized under the laws of the United Kingdom.
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Item 2
(d)
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TITLE
OF CLASS OF SECURITIES:
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Common
Stock, $0.001 par value per share (the "Common
Stock").
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CUSIP
No. 67611V101
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13G
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Page
5
of 8
Pages
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Item 2
(e)
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CUSIP
NUMBER:
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67611V101
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Item
3.
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IF
THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS
A:
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(a)
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Broker
or dealer registered under Section 15 of the Act,
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(b)
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Bank
as defined in Section 3(a)(6) of the Act,
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(c)
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Insurance
Company as defined in Section 3(a)(19) of the Act,
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(d)
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Investment
Company registered under Section 8 of the Investment Company Act of
1940,
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(e)
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Investment
Adviser registered under Section 203 of the Investment Advisers Act of
1940,
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(f)
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Employee
Benefit Plan or Endowment Fund in accordance with
13d-1(b)(1)(ii)(F),
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(g)
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Parent
Holding Company or control person in accordance with Rule
13d-1(b)(ii)(G),
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(h)
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Savings
Association as defined in Section 3(b) of the Federal Deposit Insurance
Act,
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(i)
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Church
Plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of 1940,
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(j)
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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If this
statement is filed pursuant to Rule 13d-1(c), check this box:
x
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A.
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Centaurus
Capital LP
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(a)
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Amount
beneficially owned: 1,801,506
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(b)
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Percent
of class: 5.3%. The percentages used herein and in
the rest of this Schedule 13G are calculated based upon the 33,685,292
shares of Common Stock issued and outstanding as of July 23, 2010 as
reported in the Form 10-Q for the quarterly period ended June 30, 2010
filed by the Company on July 28, 2010.
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(c)
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(i)
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Sole
power to vote or direct the vote: -0-
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(ii)
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Shared
power to vote or direct the vote: 1,801,506
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(iii)
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Sole
power to dispose or direct the
disposition: -0-
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(iv)
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Shared
power to dispose or direct the disposition
of: 1,801,506
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CUSIP
No. 67611V101
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13G
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Page
6
of 8
Pages
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B.
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Centaurus
Capital Limited
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(a)
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Amount
beneficially owned: 1,801,506
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(b)
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Percent
of class: 5.3%
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(c)
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(i)
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Sole
power to vote or direct the vote: -0-
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(ii)
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Shared
power to vote or direct the vote: 1,801,506
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(iii)
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Sole
power to dispose or direct the
disposition: -0-
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(iv)
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Shared
power to dispose or direct the
disposition: 1,801,506
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Item
5.
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OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS.
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Not
applicable.
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Item
6.
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OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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CCL,
the general partner of Centaurus, has the power to direct the affairs of
Centaurus, including decisions with respect to the disposition of the
proceeds from the sale of the Common Stock. As the general partner of
Centaurus, CCL directs its operations. Each of the clients of Centaurus
has the power to direct the receipt of dividends from and the proceeds of
sale of the Common Stock.
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Item
7.
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IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not
applicable.
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Item
8.
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IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not
applicable.
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Item
9.
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NOTICE
OF DISSOLUTION OF GROUP.
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Not
applicable.
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Each of
the Reporting Persons hereby makes the following certification:
By
signing below each Reporting Person certifies that, to the best of its knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
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CUSIP
No. 67611V101
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13G
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Page
7
of 8
Pages
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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: August
10, 2010
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Centaurus
Capital LP
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By:
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Centaurus
Capital Limited,
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its
General Partner
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/s/
Paul Leary
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Name:
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Paul
Leary
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Title:
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Director
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Centaurus
Capital Limited
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/s/
Paul Leary
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Name:
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Paul
Leary
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Title:
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Director
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CUSIP
No. 67611V101
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13G
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Page
8
of 8
Pages
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EXHIBIT
1
JOINT
ACQUISITION STATEMENT
PURSUANT
TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G
is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13G shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
DATED: August
10, 2010
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Centaurus
Capital LP
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By:
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Centaurus
Capital Limited,
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its
General Partner
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/s/
Paul Leary
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Name:
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Paul
Leary
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Title:
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Director
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Centaurus
Capital Limited
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/s/
Paul Leary
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Name:
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Paul
Leary
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Title:
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Director
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