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CORVEL CORP Major Shareholding Notification 2010

Feb 12, 2010

31179_mrq_2010-02-12_8eff0ad3-46f8-494b-b2e2-fe0c87e1b1b4.zip

Major Shareholding Notification

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| SECURITIES
AND EXCHANGE COMMISSION |
| --- |
| Washington,
D.C. 20549 |

*SCHEDULE 13G*

*Under the Securities Exchange Act of 1934 (Amendment No. 8)**

*CORVEL CORPORATION*

Name of Issuer

*Common Stock*

Title of Class of Securities

*221006109*

CUSIP Number

*December 31, 2009*

Date of Event That Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
o Rule 13d-1(c)
x 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 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. 221006109 — 1 Name of Reporting Person: I.R.S. Identification No. of Above Person: Corstar Holdings, Inc.
2 Check the Appropriate Box
if a Member of a Group
(a) x
(b) o
3 SEC Use Only
4 Citizenship or Place of
Organization Minnesota
Number of Shares Beneficially Owned by Each Reporting Person With: 5 Sole Voting Power 0
6 Shared Voting Power 4,050,001
7 Sole Dispositive Power 0
8 Shared Dispositive Power 4,050,001
9 Aggregate Amount
Beneficially Owned by Each Reporting Person 4,050,001
10 Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares o
11 Percent of Class
Represented by Amount in Row (9) 32.99%
12 Type of Reporting Person CO

2

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CUSIP No. 221006109 — 1 Name of Reporting Person: I.R.S. Identification No. of Above Person: Jeffrey J. Michael.
2 Check the Appropriate Box
if a Member of a Group
(a) x
(b) o
3 SEC Use Only
4 Citizenship or Place of
Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With: 5 Sole Voting Power 117,335*
6 Shared Voting Power 4,050,001
7 Sole Dispositive Power 117,335*
8 Shared Dispositive Power 4,050,001
9 Aggregate Amount
Beneficially Owned by Each Reporting Person 4,167,336
10 Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares o
11 Percent of Class
Represented by Amount in Row (9) 33.9%
12 Type of Reporting Person IN
  • Includes 46,125 shares of common stock that may be acquired upon exercise of options as of or within 60 days of December 31, 2009.

3

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Item 1. (a) Name of Issuer The name of the issuer is CorVel Corporation.
(b) Address of Issuer’s
Principal Executive Offices 2010 Main Street, Suite 600 Irvine, CA 92614
Item 2.
(a) Name of Person Filing. See (c) below.
(b) Address of Principal
Business Office or, if none, Residence. See (c) below
(c) Citizenship. Jeffrey J. Michael 10901 Red Circle Drive,
Suite 370 Minnetonka, MN 55343 United States citizen Corstar Holdings, Inc. 10901 Red Circle Drive,
Suite 370 Minnetonka, MN 55343 Minnesota corporation
(d) Title of Class of
Securities. Common Stock
(e) CUSIP Number. 221006109
Item 3. Not applicable.

4

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| Item 4. | Ownership — (a) | Amount beneficially owned: As of December 31, 2009,
Corstar Holdings, Inc. held 4,050,001 shares of CorVel stock.(1) As of December 31, 2009 Jeffrey J. Michael
individually owned 71,210 shares of CorVel stock and options of 46,125
exercisable within 60 days of December 31, 2009. Mr. Michael is the President and CEO and the sole director of Corstar Holdings,
Inc. Mr. Michael disclaims beneficial
ownership of shares held by Corstar Holdings, Inc. except to the extent of
his pecuniary interest therein. | |
| --- | --- | --- | --- |
| | (b) | Percent of class: Based on 12,278,071 shares
of the Issuer’s common stock outstanding as of October 31, 2009 as reported
in the Issuer’s Form 10-Q for the quarterly period ended September 30,
2009: Corstar Holdings, Inc. may be
deemed to the beneficial owner of 32.99% of the Issuer’s common stock and Mr.
Michael may be deemed to be the beneficial owner of 33.9% of the Issuer’s
common stock. | |
| | (c) | The Reporting Persons have
the power to vote or dispose of the number of shares as follows: | |
| | | (i) | Sole power to vote or to
direct the vote. Mr. Michael may be deemed
to have the sole power to vote or direct the vote of 117,335 shares of common
stock based on his ownership of 71,210 shares and options to purchase 46,125
shares that are exercisable within 60 days of December 31, 2009. |
| | | (ii) | Shared power to vote or to
direct the vote. Mr. Michael and Corstar
Holdings, Inc. maybe deemed to share the power to vote or direct the vote
with respect to 4,167,336 shares of common stock. |
| | | (iii) | Sole power to dispose or
to direct the disposition of. Mr. Michael has sole power
to dispose or control the disposition of 117,335 shares of common stock based
on his ownership of 71,210 shares and options to purchase 46,125 shares that
are exercisable within 60 days of December 31, 2009. |
| | | (iv) | Shared power to dispose or
to direct the disposition of. Mr. Michael and Corstar
Holdings, Inc. maybe deemed to have shared power to dispose of or shared
power to direct the disposition of 4,167,336 shares of common stock. |
| 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 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. | | | |

(1)ENStar Inc. acquired the common stock shares of CorVel Corporation on February 28, 1997 when ENStar was spun off of the previous stock owner, North Star Universal, Inc. In 1999 ENStar Inc. merged with Enstar Acquisition, Inc. In April, 2000, Enstar Acquisition, Inc. changed its name to Corstar Holdings, Inc.

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| Item 10. |
| --- |
| 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. |

*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 10, 2010
Jeffrey J. Michael
CORSTAR HOLDINGS, INC.
By: /s/ Jeffrey J. Michael
Its: President
& CEO

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*Exhibit Index*

Exhibit Title Page No.
Exhibit A Group Members 8
Exhibit B Joint Filing Agreement 9

7

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