UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Schedule 13G—Information to be included in statements filed pursuant to §240.13d–1(b),
(c), and (d) and amendments thereto filed pursuant to §240.13d–2.
Under the Securities Exchange Act of 1934
(Amendment No. 1)
| ROTECH HEALTHCARE INC. |
(Name of Issuer)
| Common Stock, par value $0.0001 per share |
(Title of Class of Securities)
| 778669101 |
(CUSIP Number)
| December 31, 2011 |
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
| CUSIP No.: 778669101 | Page 2 of 8 |
| 1. |
Names of Reporting Persons.
Jefferies High Yield Trading, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization Delaware
| |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,368,000 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,368,000 | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,368,000 | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. |
Percent of Class Represented by Amount in Row (9)
5.3% (based on 25,905,852 shares outstanding at October 31, 2011) | |||||
| 12. |
Type of Reporting Person:
BD | |||||
| CUSIP No.: 778669101 | Page 3 of 8 |
| 1 |
Names of Reporting Persons.
Jefferies High Yield Holdings, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization Delaware
| |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,368,000 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,368,000 | |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,368,000 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11 |
Percent of Class Represented by Amount in Row (9)
5.3% (based on 25,905,852 shares outstanding at October 31, 2011) | |||||
| 12 |
Type of Reporting Person:
HC | |||||
| CUSIP No.: 778669101 | Page 4 of 8 |
| 1 |
Names of Reporting Persons.
Jefferies Group, Inc. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization Delaware
| |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
1,368,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
1,368,000 | |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,368,000 | |||||
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11 |
Percent of Class Represented by Amount in Row (9)
5.3% (based on 25,905,852 shares outstanding at October 31, 2011) | |||||
| 12 |
Type of Reporting Person:
HC | |||||
| CUSIP No.: 778669101 | Page 5 of 8 |
| Item 1 |
| (a) | Name of Issuer |
Rotech Healthcare Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
2600 Technology Drive, Suite 300
Orlando, Florida 32804
| Item 2 |
| (a) | Name of Person Filing |
Jefferies High Yield Trading, LLC
Jefferies High Yield Holdings, LLC
Jefferies Group, Inc.
| (b) | Address of Principal Business Office or, if None, Residence |
Jefferies High Yield Trading, LLC
Jefferies High Yield Holdings, LLC
The Metro Center
One Station Place, Three North
Stamford, CT 06902
Jefferies Group, Inc.
520 Madison Ave.,
New York, New York 10022
| (c) | Citizenship |
Delaware
| (d) | Title of Class of Securities |
Common Stock, par value $0.0001 per share
| (e) | CUSIP Number |
778669101
| Item 3 | If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |
x | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||||
| (b) |
¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
| CUSIP No.: 778669101 | Page 6 of 8 |
| (c) |
¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||
| (d) |
¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||
| (e) |
¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||||
| (f) |
¨ | An employee benefit plan or endowment fund in accordance with Rule 13d- 1(b)(1)(ii)(F); | ||||
| (g) |
x | A parent holding company or control person in accordance with Rule 13d- 1(b)(ii)(G); | ||||
| (h) |
¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) |
¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
| (j) |
¨ | A non-U.S. institution in accordance with section 240.13d-1(b)(1)(ii)(J); | ||||
| (k) |
¨ | Group, in accordance with Rule13d-1(b)(1)(ii)(J). | ||||
If filing as a non-U.S. institution in accordance with section 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
| Item 4 | Ownership |
The following sets forth beneficial ownership information as of December 31, 2011:
| (a) Amount beneficially owned: |
1,475,000 | |
| (b) Percent of class: |
5.3% | |
| (c) | Number of shares as to which the person has: |
| (i) Sole power to vote or to direct the vote: |
0 | |
| (ii) Shared power to vote or direct the vote: |
1,368,000 | |
| (iii) Solepower to dispose or direct the disposition of: |
0 | |
| (iv) Shared power to dispose or direct the disposition of: |
1,368,000 | |
| CUSIP No.: 778669101 | Page 7 of 8 |
| Item 5 | Ownership of Five Percent or Less of a Class |
Not applicable
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable
| Item 8 | Identification and Classification of Members of the Group |
Not applicable
| Item 9 | Notice of Dissolution of Group |
Not applicable
| Item 10 | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under §240.14a–11.
| CUSIP No.: 778669101 | Page 8 of 8 |
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.
| Dated: February 8, 2012 |
Jefferies High Yield Trading, LLC | |||
| By: |
/s/ Paul J. Loomis | |||
| Paul J. Loomis | ||||
| Title: Managing Director | ||||
| Dated: February 8, 2012 |
Jefferies High Yield Holdings, LLC | |||
| By: |
/s/ Paul J. Loomis | |||
| Paul J. Loomis | ||||
| Title: Managing Director | ||||
| Dated: February 8, 2012 |
Jefferies Group, Inc. | |||
| By: |
/s/ Roland T. Kelly | |||
| Roland T. Kelly | ||||
| Assistant Secretary | ||||
Jefferies High Yield Trading, LLC, Jefferies High Yield Holdings, LLC, and Jefferies Group, Inc. agreed to jointly file this Schedule 13G.