-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S1JfPAIG3zQEMwOcnuhDapZaFMVSYyXS9KCUUpKTdF1AJH600Sc7lyauAS0flvK+ NG84z7OMCkSdJbndsi/H4g== 0000950142-00-000017.txt : 20000107 0000950142-00-000017.hdr.sgml : 20000107 ACCESSION NUMBER: 0000950142-00-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000106 GROUP MEMBERS: FRR INVESTMENTS LIMITED GROUP MEMBERS: FRR INVESTMENTS LTD GROUP MEMBERS: RCW EQUITIES LIMITED GROUP MEMBERS: RCW HOLDINGS S.A.R.L. GROUP MEMBERS: RCW OVERSEAS LIMITED GROUP MEMBERS: THE FRR TRUST GROUP MEMBERS: THE LMR ISSUE TRUST GROUP MEMBERS: THE MONUMENT TRUST COMPANY LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNRISE ASSISTED LIVING INC CENTRAL INDEX KEY: 0001011064 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 541746596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46163 FILM NUMBER: 502393 BUSINESS ADDRESS: STREET 1: 9401 LEE HIGHWAY STREET 2: STE 300 CITY: FAIRFAX STATE: VA ZIP: 22031 BUSINESS PHONE: 7032737500 MAIL ADDRESS: STREET 1: 9401 LEE HIGHWAY STREET 2: STE 300 CITY: FAIRFAX STATE: VA ZIP: 22031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRR INVESTMENTS LTD CENTRAL INDEX KEY: 0001102225 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O PAUL WEISS RIFKIND WHARTON GARRISON STREET 2: 1285 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019-6064 BUSINESS PHONE: 2123733004 MAIL ADDRESS: STREET 1: C/O PAUL WEISS RIFKIND WHARTON GARRISON STREET 2: 1285 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019-6064 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) SUNRISE ASSISTED LIVING, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 86768K106 (CUSIP Number) FRR Investments Limited c/o Unsworth & Associates Herengracht 483, 1017 BT, Amsterdam. Tel. No.: 011-31-20-622-3243 with a copy to: RCW Holdings S.A.R.L. c/o Unsworth & Associates Herengracht 483, 1017 BT, Amsterdam. Tel. No.: 011-31-20-622-3243 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 20, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ] 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). Page 1 of 14 SCHEDULE 13D CUSIP No. 86768K106 Page 2 of 14 Pages --------- 1 Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons (entities only) RCW Holdings S.A.R.L. 2 Check the Appropriate Box if a Member of a Group (a)[X] (See Instructions) (b)[ ] 3 SEC Use Only 4 Source of Funds (See Instructions) WC 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Luxembourg 7 Sole Voting Power NUMBER OF 1,477,700 SHARES BENEFICIALLY OWNED 8 Shared Voting Power BY EACH REPORTING PERSON 0 WITH 9 Sole Dispositive Power 1,477,700 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,477,700 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 6.7% 14 Type of Reporting Person (See Instructions) CO Page 2 of 14 SCHEDULE 13D CUSIP No. 86768K106 Page 3 of 14 Pages --------- 1 Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons (entities only) RCW Equities Limited 2 Check the Appropriate Box if a Member of a Group (a)[X] (See Instructions) (b)[ ] 3 SEC Use Only 4 Source of Funds (See Instructions) N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Cayman Islands 7 Sole Voting Power NUMBER OF 1,477,700 SHARES BENEFICIALLY OWNED 8 Shared Voting Power BY EACH REPORTING PERSON 0 WITH 9 Sole Dispositive Power 1,477,700 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,477,700 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 6.7% 14 Type of Reporting Person (See Instructions) CO Page 3 of 14 SCHEDULE 13D CUSIP No. 86768K106 Page 4 of 14 Pages --------- 1 Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons (entities only) RCW Overseas Limited 2 Check the Appropriate Box if a Member of a Group (a)[X] (See Instructions) (b)[ ] 3 SEC Use Only 4 Source of Funds (See Instructions) N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Cayman Islands 7 Sole Voting Power NUMBER OF 1,477,700 SHARES BENEFICIALLY OWNED 8 Shared Voting Power BY EACH REPORTING PERSON 0 WITH 9 Sole Dispositive Power 1,477,700 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,477,700 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 6.7% 14 Type of Reporting Person (See Instructions) CO Page 4 of 14 SCHEDULE 13D CUSIP No. 86768K106 Page 5 of 14 Pages --------- 1 Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons (entities only) The LMR Issue Trust 2 Check the Appropriate Box if a Member of a Group (a)[X] (See Instructions) (b)[ ] 3 SEC Use Only 4 Source of Funds (See Instructions) N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Guernsey, Channel Islands 7 Sole Voting Power NUMBER OF 1,477,700 SHARES BENEFICIALLY OWNED 8 Shared Voting Power BY EACH REPORTING PERSON 0 WITH 9 Sole Dispositive Power 1,477,700 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,477,700 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 6.7% 14 Type of Reporting Person (See Instructions) OO Page 5 of 14 SCHEDULE 13D CUSIP No. 86768K106 Page 6 of 14 Pages --------- 1 Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons (entities only) FRR Investments Limited 2 Check the Appropriate Box if a Member of a Group (a)[X] (See Instructions) (b)[ ] 3 SEC Use Only 4 Source of Funds (See Instructions) WC 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Cayman Islands 7 Sole Voting Power NUMBER OF 1,477,700 SHARES BENEFICIALLY OWNED 8 Shared Voting Power BY EACH REPORTING PERSON 0 WITH 9 Sole Dispositive Power 1,477,700 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,477,700 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 6.7% 14 Type of Reporting Person (See Instructions) CO Page 6 of 14 SCHEDULE 13D CUSIP No. 86768K106 Page 7 of 14 Pages --------- 1 Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons (entities only) The FRR Trust 2 Check the Appropriate Box if a Member of a Group (a)[X] (See Instructions) (b)[ ] 3 SEC Use Only 4 Source of Funds (See Instructions) N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Guernsey, Channel Islands 7 Sole Voting Power NUMBER OF 1,477,700 SHARES BENEFICIALLY OWNED 8 Shared Voting Power BY EACH REPORTING PERSON 0 WITH 9 Sole Dispositive Power 1,477,700 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,477,700 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 6.7% 14 Type of Reporting Person (See Instructions) OO Page 7 of 14 SCHEDULE 13D CUSIP No. 86768K106 Page 8 of 14 Pages --------- 1 Names of Reporting Persons I.R.S. Identification Nos. Of Above Persons (entities only) The Monument Trust Company Limited 2 Check the Appropriate Box if a Member of a Group (a)[X] (See Instructions) (b)[ ] 3 SEC Use Only 4 Source of Funds (See Instructions) N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Guernsey, Channel Islands 7 Sole Voting Power NUMBER OF 1,477,700 SHARES BENEFICIALLY OWNED 8 Shared Voting Power BY EACH REPORTING PERSON 0 WITH 9 Sole Dispositive Power 1,477,700 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,477,700 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 6.7% 14 Type of Reporting Person (See Instructions) CO Page 8 of 14 RCW Holdings S.A.R.L., a Luxembourg corporation ("RCW Holdings"), RCW Equities Limited, a Cayman Islands corporation ("RCW Equities"), RCW Overseas Limited, a Cayman Islands corporation ("RCW Overseas"), The LMR Issue Trust, a Guernsey, Channel Islands trust (the "LMR Issue Trust"), FRR Investments Limited, a Cayman Islands corporation ("FRR Investments"), The FRR Trust, a Guernsey, Channel Islands trust (the "FRR Trust") and The Monument Trust Company Limited, a Guernsey, Channel Islands corporation (the "Trustee" and, collectively with RCW Holdings, RCW Equities, RCW Overseas, the LMR Issue Trust, FRR Investments and the FRR Trust, the "Reporting Persons") hereby amend the report on Schedule 13D filed by the Reporting Persons on December 30, 1999 (the "Schedule 13D") in respect of the common stock, par value $0.01 per share (the "Common Stock") of Sunrise Assisted Living, Inc., a Delaware corporation (the "Issuer"), as set forth below. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and restated as follows: To the best of the Reporting Persons' knowledge based on the information contained in the Issuer's Quarterly Report of Form 10-Q for the quarterly period ending June 30, 1999, the aggregate number of shares of outstanding Common Stock is 21,933,794 shares. (a) RCW Holdings directly holds 705,000 shares of Common Stock. RCW Equities, RCW Overseas, the LMR Issue Trust and the Trustee may each, pursuant to Rule 13d- 3 of the Exchange Act, be deemed to be the beneficial owner of such shares. FRR Investments and the FRR Trust may each, pursuant to Rule 13d-5(b)(1) of the Exchange Act, be deemed to be the beneficial owner of such shares. FRR Investments directly holds 772,700 shares of Common Stock. The FRR Trust and the Trustee may each, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of such shares. RCW Holdings, RCW Equities, RCW Overseas and the LMR Issue Trust may each, pursuant to Rule 13d-5(b)(1) of the Exchange Act, be deemed to be the beneficial owner of such shares. (b) RCW Holdings, RCW Equities, RCW Overseas, the LMR Issue Trust, FRR Investments, the FRR Trust and the Trustee have sole voting and investment power with respect to the 1,477,700 shares of Common Stock, which represent 6.7% of the issued and outstanding shares of the Common Stock. (c) During the last 60 days, RCW Holdings has acquired the following shares of Common Stock: NUMBER OF PURCHASE PRICE DATE SHARES PER SHARE ($) ---- ------ ------------- December 10, 1999 25,400 $12.2550 December 13, 1999 26,200 $12.2118 December 14, 1999 18,400 $12.2900 These shares were purchased in open market transactions. Page 9 of 14 During the last 60 days, RCW Holdings has sold the following shares of Common Stock: NUMBER OF SALE PRICE DATE SHARES PER SHARE ($) ---- ------ ------------- December 17, 1999 385,000 $11.0600 These shares were sold privately to LMR Global Holdings S.A.R.L. During the last 60 days, FRR Investments has acquired the following shares of Common Stock: NUMBER OF PURCHASE PRICE DATE SHARES PER SHARE ($) ---- ------ ------------- December 20, 1999 128,700 $11.3523 December 21, 1999 52,100 $11.4468 December 22, 1999 200,000 $11.6793 December 23, 1999 225,800 $11.9713 December 27, 1999 154,900 $11.8439 December 28, 1999 3,900 $11.8585 December 29, 1999 7,300 $11.9110 These shares were purchased in open market transactions. Item 7. Material to be Filed as Exhibits. Exhibit 1. Joint Filing Agreement of the Reporting Parties, dated January 6, 2000 Page 10 of 14 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth on this statement is true, complete and correct. Dated: January 6, 2000 RCW Holdings, S.A.R.L. By: /s/ J.B. Unsworth ----------------- Name: J.B. Unsworth Title: Manager RCW Equities Limited By: /s/ J.B. Unsworth ----------------- Name: J.B. Unsworth Title: Director RCW Overseas Limited By: /s/ J.B. Unsworth ----------------- Name: J.B. Unsworth Title: Director The LMR Issue Trust by the Monument Trust Company Limited in its capacity as Trustee By: /s/ Geoffrey Le Page -------------------- Name: Geoffrey Le Page Title: Director FRR Investments Limited By: /s/ J.B. Unsworth ----------------- Name: J.B. Unsworth Title: Director Page 11 of 14 The FRR Trust by The Monument Trust Company Limited in its capacity as Trustee By: /s/ Geoffrey Le Page -------------------- Name: Geoffrey Le Page Title: Director The Monument Trust Company Limited in its capacity as Trustee of The LMR Issue Trust and The FRR Trust By: /s/ Geoffrey Le Page -------------------- Name: Geoffrey Le Page Title: Director Page 12 of 14 EX-1 2 EXHIBIT 1 EXHIBIT 1 JOINT FILING STATEMENT The undersigned acknowledge and agree that the foregoing Amendment 1 to Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to Schedule 13D 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, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate. Dated: January 6, 2000 RCW Holdings, S.A.R.L. By: /s/ J.B. Unsworth ----------------- Name: J.B. Unsworth Title: Manager RCW Equities Limited By: /s/ J.B. Unsworth ----------------- Name: J.B. Unsworth Title: Director RCW Overseas Limited By: /s/ J.B. Unsworth ----------------- Name: J.B. Unsworth Title: Director The LMR Issue Trust by the Monument Trust Company Limited in its capacity as Trustee By: /s/ Geoffrey Le Page -------------------- Name: Geoffrey Le Page Title: Director Page 13 of 14 FRR Investments Limited By: /s/ J.B. Unsworth ----------------- Name: J.B. Unsworth Title: Director The FRR Trust by The Monument Trust Company Limited in its capacity as Trustee By: /s/ Geoffrey Le Page -------------------- Name: Geoffrey Le Page Title: Director The Monument Trust Company Limited in its capacity as Trustee of The LMR Issue Trust and The FRR Trust By: /s/ Geoffrey Le Page -------------------- Name: Geoffrey Le Page Title: Director Page 14 of 14 -----END PRIVACY-ENHANCED MESSAGE-----