UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
HEALTHSPRING, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
42224N101
(CUSIP Number)
DECEMBER 31, 2007
(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)
*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 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).
Continued on following pages
Page 1 of 10 Pages
Exhibit Index: Page 8
CUSIP NO. 42224N101 PAGE 2 OF 10 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
PERRY CORP.
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
NEW YORK
5 Sole Voting Power
Number of 5,390,700
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 5,390,700
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
5,390,700
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
8.99%
12 Type of Reporting Person (See Instructions)
IA, CO
CUSIP NO. 42224N101 PAGE 3 OF 10 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
RICHARD C. PERRY
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
UNITED STATES
5 Sole Voting Power
Number of 5,390,700
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 5,390,700
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
5,390,700
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
8.99%
12 Type of Reporting Person (See Instructions)
IN, HC
CUSIP NO. 42224N101 PAGE 4 OF 10 PAGES
ITEM 1(A) NAME OF ISSUER:
HealthSpring, Inc. (the "Issuer").
ITEM 1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
9009 Carothers Parkway, Suite 501
Franklin, TN 37067
ITEM 2(A) NAME OF PERSON FILING:
This statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
i) Perry Corp.; and
ii) Richard C. Perry, in his capacities as the President and
sole stockholder of Perry Corp. ("Mr. Perry").
This statement relates to Shares (as defined herein) held for the accounts
of two or more private investment funds for which Perry Corp. acts as general
partner and/or managing member of the general partner and/or investment adviser.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of each of the Reporting
Persons is 767 Fifth Avenue, New York, New York 10153.
ITEM 2(C) CITIZENSHIP:
1) Perry Corp. is a New York corporation; and
2) Mr. Perry is a citizen of the United States.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.01 per share (the "Shares").
ITEM 2(E) CUSIP NUMBER:
42224N101
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B),
OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
i) Perry Corp. is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940.
ii) Mr. Perry is a control person of Perry Corp.
CUSIP NO. 42224N101 PAGE 5 OF 10 PAGES
ITEM 4. OWNERSHIP:
ITEM 4(A) AMOUNT BENEFICIALLY OWNED:
As of the Date of Event, each of the Reporting Persons may be deemed to be
the beneficial owner of 5,390,700 Shares.
ITEM 4(B) PERCENT OF CLASS:
As of October 31, 2007, the number of Shares outstanding was 59,950,576
according to the Issuer's Form 10-Q filed on November 2, 2007. As of the Date of
Event, each of the Reporting Persons may be deemed to be the beneficial owner of
approximately 8.99% of the total number of Shares outstanding.
ITEM 4(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
PERRY CORP.
(i) Sole power to vote or direct the vote 5,390,700
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 5,390,700
(iv) Shared power to dispose or to direct the disposition of 0
MR. PERRY
(i) Sole power to vote or direct the vote 5,390,700
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 5,390,700
(iv) Shared power to dispose or to direct the disposition of 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
This Item 5 is not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
The limited partners of (or investors in) each of two or more private
investment funds for which Perry Corp. acts as general partner and/or managing
member of the general partner and/or investment adviser, have the right to
participate in the receipt of dividends from, and proceeds from the sale of, the
Shares held for the accounts of such funds in accordance with their respective
limited partnership interest (or investment percentages) in such funds.
CUSIP NO. 42224N101 PAGE 6 OF 10 PAGES
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Perry Corp. is the relevant entity for which Mr. Perry may be
considered a control person.
Perry Corp. is an investment adviser registered under the
Investment Advisers Act of 1940.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
This Item 8 is not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
This Item 9 is not applicable.
ITEM 10. CERTIFICATION:
By signing below each of the Reporting Persons certifies that, to the best
of such person's 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 such securities and were not acquired
and are not held in connection with or as a participant in any transaction
having such purpose or effect.
CUSIP NO. 42224N101 PAGE 7 OF 10 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 8, 2008 PERRY CORP.
Name: /s/ Michael Neus*
---------------------------
By: Richard C. Perry
Title: President
Date: February 8, 2008 RICHARD C. PERRY
By: /s/ Michael Neus*
---------------------------
*By Michael Neus, attorney-in-fact
CUSIP NO. 42224N101 PAGE 8 OF 10 PAGES
EXHIBIT INDEX
PAGE NO.
A. Joint Filing Agreement, dated as of February 8, 2008, by and among the Reporting
Persons.......................................................................... 9
B. Power of Attorney, dated June 21, 2005........................................... 10
CUSIP NO. 42224N101 PAGE 9 OF 10 PAGES
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock, par value $0.01 per share, of HealthSpring, Inc.
dated as of February 8, 2008, is, and any amendments thereto (including
amendments on Schedule 13D) signed by each of the undersigned shall be, filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities Exchange Act of 1934.
Date: February 8, 2008 PERRY CORP.
Name: /s/ Michael Neus*
---------------------------
By: Richard C. Perry
Title: President
Date: February 8, 2008 RICHARD C. PERRY
By: /s/ Michael Neus*
---------------------------
*By Michael Neus, attorney-in-fact
CUSIP NO. 42224N101 PAGE 10 OF 10 PAGES
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, RICHARD Perry, hereby make,
constitute and appoint each of PAUL LEFF and MICHAEL NEUS acting individually,
as my agent and attorney-in-fact for the purpose of executing in my name, (a) in
my personal capacity or (b) in my capacity as an officer of, shareholder of or
in other capacities with Perry Corp. ("Perry") and each of its affiliates or
entities advised by me or Perry, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities, futures contracts or other investments, and any other documents
relating or ancillary thereto, including without limitation all documents
relating to filings with the Commodity Futures Trading Commission and National
Futures Association, the United States Securities and Exchange Commission (the
"SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of
1934 (the "Act") and the rules and regulations promulgated thereunder, including
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any
information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act.
All past acts of these attorneys-in-fact in furtherance of the foregoing
are hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by
me.
IN WITNESS WHEREOF, I have executed this instrument as of the 21st day of
June 2005.
/s/ Richard Perry
------------------------------
Richard Perry