-----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, MLPK466w70waQtaWj/Rr42KtZLIJGEUOK+YsXSEmo9/b8KQWAYNly0nnReYYfjO4 sb3+5NZjDiu2YexBxhMZPw== 0000950172-00-000567.txt : 20000316 0000950172-00-000567.hdr.sgml : 20000316 ACCESSION NUMBER: 0000950172-00-000567 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000315 GROUP MEMBERS: FRR INVESTMENTS LTD GROUP MEMBERS: HENRY TRUST GROUP MEMBERS: HR INVESTMENTS LIMITED GROUP MEMBERS: LILLIAN TRUST GROUP MEMBERS: LMR GLOBAL HOLDINGS S.A.R.L. GROUP MEMBERS: LXB INVESTMENTS LIMITED GROUP MEMBERS: PLR ISSUE TRUST GROUP MEMBERS: RACHEL TRUST GROUP MEMBERS: RCW EQUITIES LIMITED GROUP MEMBERS: RCW HOLDINGS S.A.R.L. GROUP MEMBERS: RCW OVERSEAS LIMITED GROUP MEMBERS: RF HOLDINGS LIMITED GROUP MEMBERS: RF INVESTMENTS LIMITED GROUP MEMBERS: RH INVESTMENTS LIMITED GROUP MEMBERS: ST. ANNE'S TRUSTEES LIMITED GROUP MEMBERS: THE FRR TRUST GROUP MEMBERS: THE LMR ISSUE TRUST GROUP MEMBERS: THE MONUMENT TRUST COMPANY LIMITED GROUP MEMBERS: VIVIAN TRUST GROUP MEMBERS: VXM INVESTMENTS 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: 570579 BUSINESS ADDRESS: STREET 1: 7902 WESTPARK DR CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7032737500 MAIL ADDRESS: STREET 1: 7902 WESTPARK DR CITY: MCLEAN STATE: VA ZIP: 22102 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 SCHEDULE 13D - AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) 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 The Netherlands Tel. No.: 011-31-20-623-3243 with copy to: RCW Holdings S.A.R.L. and LMR Global Holdings S.A.R.L. c/o Unsworth & Associates Herengracht 483, 1017 BT, Amsterdam The Netherlands Tel. No.: 011-31-20-623-3243 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 2, 2000 (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 Sections 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). SCHEDULE 13D CUSIP No. 86768K106 1. NAME 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 (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg NUMBER OF SHARES 7. SOLE VOTING POWER 1,579,900 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.203% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 86768K106 1. NAME 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 (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES 7. SOLE VOTING POWER 1,579,900 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.203% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 86768K106 1. NAME 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 (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES 7. SOLE VOTING POWER 1,579,900 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.203% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 86768K106 1. NAME 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 (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey, Channel Islands NUMBER OF SHARES 7. SOLE VOTING POWER 1,579,900 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.203 % 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 86768K106 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LMR Global Holdings S.A.R.L. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg NUMBER OF SHARES 7. SOLE VOTING POWER 1,579,900 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.203% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 86768K106 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RF Investments Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey, Channel Islands NUMBER OF SHARES 7. SOLE VOTING POWER 1,579,900 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.203% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 86768K106 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RF Holdings Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey, Channel Islands NUMBER OF SHARES 7. SOLE VOTING POWER 1,579,900 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.203% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 86768K106 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PLR Issue Trust 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey, Channel Islands NUMBER OF SHARES 7. SOLE VOTING POWER 1,579,900 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.203% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 86768K106 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) St. Anne's Trustees Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey, Channel Islands NUMBER OF SHARES 7. SOLE VOTING POWER 1,579,900 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.203% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 86768K106 1. NAME 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 (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES 7. SOLE VOTING POWER 1,579,900 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.203% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 86768K106 1. NAME 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 (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey, Channel Islands NUMBER OF SHARES 7. SOLE VOTING POWER 1,579,900 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.203% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 86768K106 1. NAME 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 (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey, Channel Islands NUMBER OF SHARES 7. SOLE VOTING POWER 1,579,900 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.203% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 86768K106 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RH Investments Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES 7. SOLE VOTING POWER 1,579,900 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.203% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 86768K106 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) VXM Investments Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY 7. SOLE VOTING POWER 1,579,900 EACH REPORTING 8. SHARED VOTING POWER 0 PERSON WITH 9. SOLE DISPOSITIVE POWER 1,579,900 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.203% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 86768K106 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LXB Investments Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY 7. SOLE VOTING POWER 1,579,900 OWNED BY EACH 8. SHARED VOTING POWER 0 REPORTING PERSON 9. SOLE DISPOSITIVE POWER 1,579,900 WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.203% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 86768K106 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HR Investments Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES 7. SOLE VOTING POWER 1,579,900 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.203% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 86768K106 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rachel Trust 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey, Channel Islands NUMBER OF SHARES BENEFICIALLY OWNED BY 7. SOLE VOTING POWER 1,579,900 EACH REPORTING 8. SHARED VOTING POWER 0 PERSON WITH 9. SOLE DISPOSITIVE POWER 1,579,900 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.203% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 86768K106 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Vivian Trust 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey, Channel Islands NUMBER OF SHARES 7. SOLE VOTING POWER 1,579,900 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.203% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 86768K106 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lillian Trust 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey, Channel Islands NUMBER OF SHARES BENEFICIALLY OWNED BY 7. SOLE VOTING POWER 1,579,900 EACH REPORTING 8. SHARED VOTING POWER 0 PERSON WITH 9. SOLE DISPOSITIVE POWER 1,579,900 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.203% 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 86768K106 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Henry Trust 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b) ____ 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey, Channel Islands NUMBER OF SHARES BENEFICIALLY OWNED BY 7. SOLE VOTING POWER 1,579,900 EACH REPORTING 8. SHARED VOTING POWER 0 PERSON WITH 9. SOLE DISPOSITIVE POWER 1,579,900 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,579,900 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.203% 14. TYPE OF REPORTING PERSON CO This Amendment No. 3 amends and restates the Schedule 13D dated December 30, 1999 (the "Schedule 13D"), as amended by Amendment No. 1 dated January 6, 2000 and Amendment No. 2 dated January 26, 2000, as set forth below. ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the common stock, par value $0.01 per share (the "Common Stock") of Sunrise Assisted Living, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 7902 Westpark Drive, McLean, Virginia 22102. ITEM 2. IDENTITY AND BACKGROUND. (a) The names of the persons filing this Schedule 13D are 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"), The Monument Trust Company Limited, a Guernsey, Channel Islands corporation (the "Monument Trustee"), LMR Global Holdings S.A.R.L., a Luxembourg corporation ("LMR Global Holdings"), RF Investments, a Guernsey, Channel Islands corporation ("RF Investments"), RF Holdings Limited, a Guernsey, Channel Islands corporation ("RF Holdings"), the PLR Issue Trust, a Guernsey, Channel Islands trust (the "PLR Issue Trust"), St. Anne's Trustees Limited, a Guernsey, Channel Islands corporation ("St. Anne's Trustees"), FRR Investments Limited, a Cayman Islands corporation ("FRR Investments"), the FRR Trust, a Guernsey, Channel Islands trust (the "FRR Trust"), RH Investments Limited, a Cayman Islands corporation ("RH Investments"), VXM Investments Limited, a Cayman Islands corporation ("VXM Investments"), LXB Investments Limited, a Cayman Islands corporation ("LXB Investments"), HR Investments Limited, a Cayman Islands corporation ("HR Investments"), Rachel Trust, a Guernsey, Channel Islands trust ("Rachel Trust"), Vivian Trust, a Guernsey, Channel Islands trust ("Vivian Trust"), Lillian Trust, a Guernsey, Channel Islands trust ("Lillian Trust"), Henry Trust, a Guernsey, Channel Islands trust ("Henry Trust" and, collectively with RCW Holdings, RCW Equities, RCW Overseas, the LMR Issue Trust, the Monument Trustee, LMR Global Holdings, RF Investments, RF Holdings, the PLR Issue Trust, St. Anne's Trustees, FRR Investments, FRR Trust, RH Investments, VXM Investments, LXB Investments, HR Investments, the Rachel Trust, the Vivian Trust, and the Lillian Trust, the "ReportingPersons"). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13d-3 of the Securities Exchange Act of 1934 (the "Exchange Act"). RCW Holdings is 100% owned by RCW Equities Limited. RCW Equities is 100% owned by RCW Overseas. RCW Overseas is 100% owned by the LMR Issue Trust. The trustee of the LMR Issue Trust is the Monument Trustee. LMR Global Holdings is 100% owned by RF Investments Limited. RF Investments is100% owned by RF Holdings Limited. RF Holdings is 100% owned by the PLR Issue Trust. The trustee of the PLR Issue Trust is St. Anne's Trustees. FRR Investments is 100% owned by the FRR Trust. The Trustee of the FRR Trust is the Monument Trustee. RH Investments is 100% owned by the Rachel Trust. VXM Investments is 100% owned by the Vivian trust. LXB Investments is 100% owned by the Lillian Trust. HR Investments is 100% owned by the Henry Trust. LMR Protector Limited, a Cayman Islands corporation ("LMR Protector"), has the power under the trust declarations to remove or replace the Monument Trustee. The names of the managers of RCW Holdings are J.B. Unsworth and Henry Reichmann. The names of the directors and executive officers of RCW Equities are J.B. Unsworth and Henry Reichmann. The names of the directors and executive officers of RCW Overseas are J.B. Unsworth and Henry Reichmann. The names of the directors and executive officers of the Monument Trustee are Simon Brooks, Stephen John Harlow, Simon Richard Henning, Geoffrey Robert Le Page, Andrew John Tabemer, Ansel Edwin Holder and Kenneth Rayner. The name of the manager of LMR Global Holdings is J.B. Unsworth. The name of the directors and executive officers of RF Investments are J.B. Unsworth and Henry Reichmann. The names of the directors and executive officers of RF Holdings are J.B. Unsworth and Henry Reichmann. The names of the directors and executive officers of the St. Anne's Trustees are Alexander Elder, Gary Taylor and Alan Michael Chick. The names of the directors and executive officers of FRR Investments are J.B. Unsworth and Henry Reichmann. The names of the directors and executive officers of the Monument Trustee are as noted above in this Item 2(a). The names of the directors of RH Investments, VXM Investments, LXB Investments, and HR Investments are Henry Reichmann and J. B. Unsworth. The names of the directors and executive officers of the Monument Trustee are as noted above in this Item 2(a). The names of the directors and executive officers of LMR Protector are J.B. Unsworth and Joseph Reichmann. (b) The business address of each of (i) RCW Holdings, (ii) each of the managers of RCW Holdings, (iii) RCW Equities, (iv) each of the directors of RCW Equities, (v) RCW Overseas, (vi) each of the directors of RCW Overseas, (vii) RH Investments, (viii) VXM Investments, (ix) LXB Investments, and (x) HR Investments is: c/o Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam. The business address of the LMR Issue Trust is Manor Place, St. Peter Port, Guernsey, Channel Islands. The business address of the Monument Trustee is The Monument Trust Company Limited, P.O. Box 236, Canada Court, St. Peter Port, Guernsey, Channel Islands, GY1 4LE. The business address of the Rachel Trust, the Vivian Trust, the Lillian Trust and the Henry Trust is c/o The Monument Trust Company Limited, P.O. Box 236, Canada Court, St. Peter Port, Guernsey, Channel Islands, GY1 4LE. The business address of each of the directors and executive officers of the Monument Trustee is as follows: Simon Brooks 14 New Street, St. Peter Port,Guernsey Stephen John Harlow 14 New Street, St. Peter Port, Guernsey Simon Richard Henning 14 New Street, St. Peter Port, Guernsey Geoffrey Robert Le Page 14 New Street, St. Peter Port, Guernsey Andrew John Tabemer 14 New Street, St. Peter Port, Guernsey Ansel Edwin Holder Canada Court, Upland Road, St. Peter Port, Guernsey Kenneth Rayner Canada Court, Upland Road, St. Peter Port, Guernsey The business address of each of (i) LMR Global Holdings, (ii) the manager of LMR Global Holdings, (iii) RF Investments, (iv) each of the directors and executive officers of RF Investments, (v) RF Holdings and (vi) each of the directors and executive officers of RF Holdings is: c/o J.B. Unsworth, Herengracht 483, 1017 BT, Amsterdam. The business address of the PLR Issue Trust is Richmond House, St. Anne's Place, St. Peter Port, Guernsey. The business address of St. Anne's Trustees is St. Anne's Trustees Limited, Richmond House, St. Anne's Place, St. Peter Port, Guernsey. The business address of each of the directors and executive officers of St. Anne's Trustees is Richmond House, St. Anne's Place, St. Peter Port, Guernsey. The business address of (i) FRR Investments and (ii) each of the directors of FRR Investments is: c/o Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam. The business address of the FRR Trust is Manor Place, St. Peter Port, Guernsey, Channel Islands. The business address of the Monument Trustee is The Monument Trust Company Limited, P.O. Box 236, Canada Court, St. Peter Port, Guernsey, Channel Islands, GY1 4LE. The business address of each of the directors and executive officers of the Monument Trust Company is as noted above in this Item 2(b). The business address for each of (i) RH Investments, VXM Investments, LXB Investments and HR Investments and (ii) each of the directors of RH Investments, VXM Investments, LXB Investments and HR Investments, is c/o Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam, The Netherlands. The business address of J.B. Unsworth and Henry Reichmann is c/o Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam,The Netherlands. The business address of the Rachel Trust, the Vivian Trust, the Lillian Trust and the Henry Trust is c/o The Monument Trust Company Limited, P.O. Box 236, Canada Court, St. Peter Port, Guernsey, Channel Islands, GY1 4LE. The business address of LMR Protector is Walker House, P.O. Box 265, Mary Street, George Town, Grand Cayman. The business address of each of the directors and executive officers of LMR Protector is c/o J.B. Unsworth, Herengracht 483, 1017 BT, Amsterdam. (c) Each of RCW Holdings, RCW Equities and RCW Overseas is a corporation whose principal business is to hold, finance and participate in investments. The LMR Issue Trust is a trust whose principal business is to hold assets on behalf of the beneficiaries of the trust. The Monument Trustee is a corporation whose principal business is to provide professional trustee and corporate management services. Each of LMR Global Holdings, RF Investments and RF Holdings is a corporation whose principal business is to hold, finance and participate in investments. The PLR Issue Trust is a trust whose principal business is to hold assets on behalf of the beneficiaries of the trust. St. Anne's Trustees is a corporation whose principal business is to provide professional trustee and corporate management services. FRR Investments is a corporation whose principal business is to hold, finance and participate in investments. The FRR Trust is a trust whose principal business is to hold assets on behalf of the beneficiaries of the trust. The Monument Trustee is a corporation whose principal business is to provide professional trustee and corporate management services. Each of RH Investments, VXM Investments, LXB Investments and HR Investments are corporations whose principal business is to hold, finance and participate in investments. Each of the Rachel Trust, the Vivian Trust, the Lillian Trust and the Henry Trust are trusts whose principal business is to hold assets on behalf of beneficiaries of the trust. The present principal occupation of each of the managers of RCW Holdings is a corporate executive. The present principal occupation of each of the directors of RCW Equities is a corporate executive. The present principal occupation of each of the directors of RCW Overseas is a corporate executive. The principal occupation of each of the directors and executive officers of the Monument Trustee is as follows: Simon Brooks Chartered Accountant Stephen John Harlow Chartered Accountant Simon Richard Henning Chartered Accountant Geoffrey Robert Le Page Accountant Andrew John Tabemer Chartered Accountant Ansel Edwin Holder Managing Director - Banking Kenneth Rayner Head of Trust for British Isles The present principal occupation of the manager of LMR Global Holdings is a corporate executive. The present principal occupation of each of the directors and executive officers of RF Investments is a corporate executive. The present principal occupation of each of the directors and executive officers of RF Holdings is a corporate executive. The present principal occupation of each of the directors and executive officers of St. Anne's Trustees is a corporate director. The present principal occupation of each of the directors of FRR Investments is a corporate executive. The present principal occupation of each of the directors and executive officers of the Monument Trustee is noted above in this Item 2(c). The present principal occupation of each of the directors of RH Investments, VXM Investments, LXB Investments, and HR Investments is a corporate executive. (d) During the past five years, none of the persons referred to in paragraph (a) above has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of the persons referred to in paragraph (a) above has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) RCW Holdings is organized under the laws of Luxembourg. Each of the managers of RCW Holdings is a Canadian citizen. RCW Equities is organized under the laws of the Cayman Islands. Each of the directors and executive officers of RCW Equities is a Canadian citizen. RCW Overseas is organized under the laws of the Cayman Islands. Each of the directors and executive officers of RCW Overseas is a Canadian citizen. The LMR IssueTrust is organized under the laws of Guernsey, Channel Islands. The Monument Trustee is organized under the laws of Guernsey, Channel Islands. Each of the directors and executive officers of the Monument Trustee is a British citizen. LMR Global Holdings is organized under the laws of Luxembourg. The manager of LMR Global Holdings is a Canadian citizen. RF Investments is organized under the laws of Guernsey, Channel Islands. Each of the directors and executive officers of RF Investments is a Canadian citizen. RF Holdings is organized under the laws of Guernsey, Channel Islands. Each of the directors and executive officers of RF Holdings is a Canadian citizen. The PLR Issue Trust is organized under the laws of Guernsey, Channel Islands. St. Anne's Trustees is organized under the laws of Guernsey, Channel Islands. Each of the directors and executive officers of St. Anne's Trustees is a British citizen. FRR Investments is organized under the laws of Cayman Islands. Each of the directors of FRR Investments is a Canadian citizen. The FRR Trust is organized under the laws of Guernsey, Channel Islands. The Monument Trustee is organized under the laws of Guernsey, Channel Islands. Each of the directors and executive officers of the Monument Trustee is a British citizen. RH Investments, VXM Investments, LXB Investments and HR Investments are organized under the laws of the Cayman Islands. Each of the directors of RH Investments, VXM Investments, LXB Investments and HR Investments is a Canadian citizen. Each of the Rachel Trust, the Vivian Trust, the Lillian Trust and the Henry Trust is organized under the laws of Guernsey, Channel Islands. The LMR Protector Trust is organized under the laws of the Cayman Islands. J.B. Unsworth is a Canadian citizen. Joseph Reichmann is an Israeli citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Each of RH Investments, VXM Investments, LXB Investments and HR Investments each acquired 415,700 shares of Common Stock for $4,988,400 in the aggregate and obtained these funds from their respective working capital. For sales of shares of Common Stock during the last 60 days, see Item 5. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons have acquired the Common Stock for investment purposes. The Reporting Persons will continuously evaluate their ownership of Common Stock and the Issuer's business and industry. Depending on market conditions and other factors that the Reporting Persons may deem material to their investment decision, each of the Reporting Persons may from time to time acquire additional shares of Common Stock in the open market or in privately negotiated transactions or may dispose of all or a portion of the shares of Common Stock that such Reporting Person now owns or may hereafter acquire. Accordingly, the Reporting Persons should not be considered passive investors. None of the Reporting Persons currently has any plans or proposals, though each Reporting Person reserves the right to subsequently devise or implement plans or proposals, which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. 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 September 30, 1999, the aggregate number of shares of outstanding Common Stock is 21,938,424 shares. The percentages in this Item 5 are based upon this information. (a) RCW Holdings no longer holds directly any shares of Common Stock. RCW Holdings may, pursuant to Rule 13d-3 and Rule 13d-5(b)(1) of the Exchange Act, be deemed to be the beneficial owner of all shares of Common Stock held by the Reporting Persons representing 7.203% of the outstanding shares of Common Stock. LMR Global Holdings holds 280,000 shares of Common Stock, which represent approximately 1.277% of the issued and outstanding shares of Common Stock. LMR Global Holdings may, pursuant to Rule 13d-3 and Rule 13d-5(b)(1) of the Exchange Act, be deemed to be the beneficial owner of all shares of Common Stock held by the Reporting Persons representing 7.203% of the outstanding shares of Common Stock. FRR Investments no longer holds directly any shares of the issued and outstanding shares of Common Stock. FRR Investments may, pursuant to Rule 13d-3 and Rule 13d-5(b)(1) of the Exchange Act, be deemed to be the beneficial owner of all shares of Common Stock held by the Reporting Persons representing 7.203% of the outstanding shares of Common Stock. RH Investments directly holds 324,975 shares of Common Stock, which represent approximately 1.482% of the issued and outstanding shares of Common Stock. RH Investments may, pursuant to Rule 13d-3 and Rule 13d-5(b)(1) of the Exchange Act, be deemed to be the beneficial owner of all shares of Common Stock held by the Reporting Persons representing 7.203% of the outstanding shares of Common Stock. VXM Investments directly holds 324,975 shares of Common Stock, which represent approximately 1.482% of the issued and outstanding shares of Common Stock. RH Investments may, pursuant to Rule 13d-3 and Rule 13d-5(b)(1) of the Exchange Act, be deemed to be the beneficial owner of all shares of Common Stock held by the Reporting Persons representing 7.203% of the outstanding shares of Common Stock. LXB Investments directly holds 324,975 shares of Common Stock, which represent approximately 1.482% of the issued and outstanding shares of Common Stock. RH Investments may, pursuant to Rule 13d-3 and Rule 13d-5(b)(1) of the Exchange Act, be deemed to be the beneficial owner of all shares of Common Stock held by the Reporting Persons representing 7.203% of the outstanding shares of Common Stock. HR Investments directly holds 324,975 shares of Common Stock, which represent approximately 1.482% of the issued and outstanding shares of Common Stock. RH Investments may, pursuant to Rule 13d-3 and Rule 13d-5(b)(1) of the Exchange Act, be deemed to be the beneficial owner of all shares of Common Stock held by the Reporting Persons representing 7.203% of the outstanding shares of Common Stock. (b) The Reporting Persons as a group have sole power to vote or to direct the vote and sole power to invest power with respect to 1,579,900 shares of Common Stock. The Reporting Persons as a group have sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of the shares of Common Stock. See Item 2(a). (c) On March 2, 2000, RCW Holdings privately sold 176,250 shares of Common Stock to each of RH Investments, VXM Investments, LXB Investments and HR Investments at $12.00 per share on March 2, 2000. On March 2, 2000, LMR Global Holdings privately sold 26,250 shares of Common Stock to each of RH Investments, VXM Investments, LXB Investments and HR Investments at $12.00 per share. During the last 60 days, FRR Investments has sold the following shares of Common Stock in open market transactions: DATE NUMBER OF SALE PRICE ---- SHARES PER SHARE ($) --------- --------------- February 17, 2000 17,400 14.2500 February 18, 2000 3,600 14.2500 February 22, 2000 1,000 13.7500 On March 2, 2000, FRR Investments privately sold 213,200 shares of Common Stock to each of RH Investments, VXM Investments, LXB Investments and HR Investments at $12.00 per share. During the last 60 days, RH Investments, VXM Investments, LXB Investments and HR Investments each sold the following shares of Common Stock in open market transactions: DATE NUMBER OF SALE PRICE ---- SHARES PER SHARE ($) --------- --------------- March 9, 2000 44,000 15.2159 March 10, 2000 5,000 15.3750 March 13, 2000 40,500 14.6055 March 14, 2000 1,225 14.5179 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Reporting Persons may be deemed to be a group pursuant to Section 13d-3 and Rule 13d-5(b)(1) of the Exchange Act since they have agreed to act together for the purpose of holding and voting their respective shares of Common Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Joint Filing Agreement of the Reporting Parties, dated March 14, 2000. SIGNATURES 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: March 14, 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 LMR Global Holdings, S.A.R.L. By: /s/ J.B. Unsworth ----------------------------- Name: J.B. Unsworth Title: Manager RF Investments Limited By: /s/ J.B. Unsworth ----------------------------- Name: J.B. Unsworth Title: Director RF Holdings Limited By: /s/ J.B. Unsworth ----------------------------- Name: J.B. Unsworth Title: Director The PLR Issue Trust by St. Anne's Trustees Limited in its capacity as Trustee By: /s/ Alan Michael Chick ------------------------------ Name: Alan Michael Chick Title: Director St. Anne's Trustees Limited in its capacity as Trustee of the PLR Issue Trust By: /s/ Alan Michael Chick --------------------------------- Name: Alan Michael Chick Title: Director 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 RH Investments Limited By: /s/ J.B. Unsworth ----------------------------------- Name: J.B. Unsworth Title: Director Rachel Trust by The Monument Trust Company Limited in its capacity as Trustee By: /s/ Geoffrey Le Page ------------------------------------ Name: Geoffrey Le Page Title: Director VXM Investments Limited By: /s/ J.B. Unsworth ------------------------------------ Name: J.B. Unsworth Title: Director Vivian Trust by The Monument Trust Company Limited in its capacity as Trustee By: /s/ Geoffrey Le Page ------------------------------------ Name: Geoffrey Le Page Title: Director LXB Investments Limited By: /s/ J.B. Unsworth ----------------------------------- Name: J.B. Unsworth Title: Director Lillian Trust by The Monument Trust Company Limited in its capacity as Trustee By: /s/ Geoffrey Le Page ---------------------------------------- Name: Geoffrey Le Page Title: Director HR Investments Limited By: /s/ J.B. Unsworth ---------------------------------------- Name: J.B. Unsworth Title: Director Henry 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 Rachel Trust, Vivian Trust, Lillian Trust, Henry Trust, LMR Issue Trust and FRR Trust By: /s/ Geoffrey Le Page ----------------------------------------- Name: Geoffrey Le Page Title: Director EX-99 2 EXHIBIT 2 - JOINT FILING STATEMENT EXHIBIT 2 JOINT FILING STATEMENT The undersigned acknowledge and agree that the foregoing Amendment 3 to Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on 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 be not 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: March 14, 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 LMR Global Holdings, S.A.R.L. By: /s/ J.B. Unsworth ---------------------------------------- Name: J.B. Unsworth Title: Manager RF Investments Limited By: /s/ J.B. Unsworth ---------------------------------------- Name: J.B. Unsworth Title: Director RF Holdings Limited By: /s/ J.B. Unsworth ------------------------------------------- Name: J.B. Unsworth Title: Director The PLR Issue Trust by St. Anne's Trustees Limited in its capacity as Trustee By: /s/ Alan Michael Chick -------------------------------------------- Name: Alan Michael Chick Title: Director St. Anne's Trustees Limited in its capacity as Trustee of the PLR Issue Trust By: /s/ Alan Michael Chick -------------------------------------------- Name: Alan Michael Chick Title: Director 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 RH Investments Limited By: /s/ J.B. Unsworth -------------------------------------------- Name: J.B. Unsworth Title: Director Rachel Trust by The Monument Trust Company Limited in its capacity as Trustee By: /s/ Geoffrey Le Page ------------------------------------------ Name: Geoffrey Le Page Title: Director VXM Investments Limited By: /s/ J.B. Unsworth ------------------------------------------ Name: J.B. Unsworth Title: Director Vivian Trust by The Monument Trust Company Limited in its capacity as Trustee By: /s/ Geoffrey Le Page ------------------------------------------- Name: Geoffrey Le Page Title: Director LXB Investments Limited By: /s/ J.B. Unsworth ------------------------------------------- Name: J.B. Unsworth Title: Director Lillian Trust by The Monument Trust Company Limited in its capacity as Trustee By: /s/ Geoffrey Le Page -------------------------------------------- Name: Geoffrey Le Page Title: Director HR Investments Limited By: /s/ J.B. Unsworth -------------------------------------------- Name: J.B. Unsworth Title: Director Henry 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 Rachel Trust, Vivian Trust, Lillian Trust, Henry Trust, LMR Issue Trust and FRR Trust By: /s/ Geoffrey Le Page -------------------------------------------- Name: Geoffrey Le Page Title: Director -----END PRIVACY-ENHANCED MESSAGE-----