-----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, HI0UYrubQb33RhLI836ON703wbOqIDnI6GT+EKJ+EOMN2ujEpUvaLhcMmVLdID/a 4x7nJ5WeThfqBdJjN8afBQ== 0000912057-02-021967.txt : 20020528 0000912057-02-021967.hdr.sgml : 20020527 20020524195408 ACCESSION NUMBER: 0000912057-02-021967 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020528 GROUP MEMBERS: DENNIS R. ASCHER GROUP MEMBERS: FOOTHILL PARTNERS III, L.P. GROUP MEMBERS: FOOTHILL PARTNERS IV, L.P. GROUP MEMBERS: FP IV GP, LLC GROUP MEMBERS: JEFFREY T. NIKORA FAMILY TRUST GROUP MEMBERS: JOHN F. NICKOLL LIVING TRUST GROUP MEMBERS: STEARNS FAMILY TRUST 2001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FOOTHILL GROUP INC CENTRAL INDEX KEY: 0000037941 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 941663353 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: SUITE 1500 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3109967000 FORMER COMPANY: FORMER CONFORMED NAME: ROLAMITE INC DATE OF NAME CHANGE: 19720501 FORMER COMPANY: FORMER CONFORMED NAME: ROLAMITE TECHNOLOGY INC DATE OF NAME CHANGE: 19710408 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARINER HEALTH CARE INC CENTRAL INDEX KEY: 0000882287 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 742012902 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43594 FILM NUMBER: 02662909 BUSINESS ADDRESS: STREET 1: ONE RAVINA DR STE 1500 STREET 2: STE 800 CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 6784437000 MAIL ADDRESS: STREET 1: ONE RAVINA DRIVE SUITE 1500 STREET 2: SUITE 800 CITY: ATLANTA STATE: GA ZIP: 30346 FORMER COMPANY: FORMER CONFORMED NAME: PARAGON HEALTH NETWORK INC DATE OF NAME CHANGE: 19971104 FORMER COMPANY: FORMER CONFORMED NAME: LIVING CENTERS OF AMERICA INC DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: MARINER POST ACUTE NETWORK INC DATE OF NAME CHANGE: 19980811 SC 13G 1 a2080951zsc13g.htm SC 13G
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)


MARINER HEALTH CARE, INC.
(successor to Mariner Post-Acute Network)
(Name of Issuer)

Common Stock
(Title of Class of Securities)

 
 
56845X10800
 
 
(CUSIP Number)

May 13, 2002
(Date of Event which Required Filing of this Statement)

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

        o    Rule 13d-1(b)

        ý    Rule 13d-1(c)

        o Rule 13d-1(d)

1   NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 
 
The Foothill Group, Inc.
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)    ý
    (b)    o
3   SEC USE ONLY
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION    
    Delaware
NUMBER OF   5   SOLE VOTING POWER    -0-
SHARES  
BENEFICIALLY   6   SHARED VOTING POWER    1,543,596 (See Items 2 and 4)
OWNED BY EACH  
REPORTING   7   SOLE DISPOSITIVE POWER    -0-
PERSON WITH  
    8   SHARED DISPOSITIVE POWER    1,543,596 (See Items 2 and 4)
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 1,543,596 (See Items 2 and 4)
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
    o
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    
    7.71%
12   TYPE OF REPORTING PERSON*
    CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 2 of 13 pages
1   NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 
 
Foothill Partners III, L.P.
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)    ý
    (b)    o
3   SEC USE ONLY
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION    
NUMBER OF   5   SOLE VOTING POWER    -0-
SHARES  
BENEFICIALLY   6   SHARED VOTING POWER    933,386 (See Items 2 and 4)
OWNED BY EACH  
REPORTING   7   SOLE DISPOSITIVE POWER    -0-
PERSON WITH  
    8   SHARED DISPOSITIVE POWER    933,386 (See Items 2 and 4)
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 933,386 (See Items 2 and 4)
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
    o
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    
    4.67%
12   TYPE OF REPORTING PERSON*
    PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 3 of 13 pages
1   NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 
 
Stearns Family Trust 2001
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)    ý
    (b)    o
3   SEC USE ONLY
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION    
    California
NUMBER OF   5   SOLE VOTING POWER    -0-
SHARES  
BENEFICIALLY   6   SHARED VOTING POWER    1,548,596 (See Items 2 and 4)
OWNED BY EACH  
REPORTING   7   SOLE DISPOSITIVE POWER    -0-
PERSON WITH  
    8   SHARED DISPOSITIVE POWER    1,548,596 (See Items 2 and 4)
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 1,548,596 (See Items 2 and 4)
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
    o
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    
    7.74%
12   TYPE OF REPORTING PERSON*
    IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 4 of 13 pages
1   NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 
 
Dennis R. Ascher
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)    ý
    (b)    o
3   SEC USE ONLY
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION    
    California
NUMBER OF   5   SOLE VOTING POWER    -0-
SHARES  
BENEFICIALLY   6   SHARED VOTING POWER    1,543,596 (See Items 2 and 4)
OWNED BY EACH  
REPORTING   7   SOLE DISPOSITIVE POWER    -0-
PERSON WITH  
    8   SHARED DISPOSITIVE POWER    1,543,596 (See Items 2 and 4)
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 1,543,596 (See Items 2 and 4)
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
    o
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    
    7.71%
12   TYPE OF REPORTING PERSON*
    IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 5 of 13 pages
1   NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 
 
Jeffrey T. Nikora Family Trust
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)    ý
    (b)    o
3   SEC USE ONLY
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION    
    California
NUMBER OF   5   SOLE VOTING POWER    -0-
SHARES  
BENEFICIALLY   6   SHARED VOTING POWER    1,543,596 (See Items 2 and 4)
OWNED BY EACH  
REPORTING   7   SOLE DISPOSITIVE POWER    -0-
PERSON WITH  
    8   SHARED DISPOSITIVE POWER    1,543,596 (See Items 2 and 4)
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 1,543,596 (See Items 2 and 4)
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
    o
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    
    7.71%
12   TYPE OF REPORTING PERSON*
    OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 6 of 13 pages
1   NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 
 
John F. Nickoll Living Trust
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)    ý
    (b)    o
3   SEC USE ONLY
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION    
    California
NUMBER OF   5   SOLE VOTING POWER    -0-
SHARES  
BENEFICIALLY   6   SHARED VOTING POWER    1,543,596 (See Items 2 and 4)
OWNED BY EACH  
REPORTING   7   SOLE DISPOSITIVE POWER    -0-
PERSON WITH  
    8   SHARED DISPOSITIVE POWER    1,543,596 (See Items 2 and 4)
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 1,543,596 (See Items 2 and 4)
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
    o
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    
    7.71%
12   TYPE OF REPORTING PERSON*
    OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 7 of 13 pages
1   NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 
 
Foothill Partners IV, L.P.
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)    ý
    (b)    o
3   SEC USE ONLY
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION    
    Delaware
NUMBER OF   5   SOLE VOTING POWER    -0-
SHARES  
BENEFICIALLY   6   SHARED VOTING POWER    610,210 (See Items 2 and 4)
OWNED BY EACH  
REPORTING   7   SOLE DISPOSITIVE POWER    -0-
PERSON WITH  
    8   SHARED DISPOSITIVE POWER    610,210 (See Items 2 and 4)
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 610,210 (See Items 2 and 4)
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
    o
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    
    3.05%
12   TYPE OF REPORTING PERSON*
    PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 8 of 13 pages
1   NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 
 
FP IV GP, LLC
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)    ý
    (b)    o
3   SEC USE ONLY
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION    
    Delaware
NUMBER OF   5   SOLE VOTING POWER    -0-
SHARES  
BENEFICIALLY   6   SHARED VOTING POWER    610,210 (See Items 2 and 4)
OWNED BY EACH  
REPORTING   7   SOLE DISPOSITIVE POWER    -0-
PERSON WITH  
    8   SHARED DISPOSITIVE POWER    (See Items 2 and 4)
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 610,210 (See Items 2 and 4)
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
    o
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    
    3.05%
12   TYPE OF REPORTING PERSON*
    OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 9 of 13 pages


Item 1.

      Mariner Health Care, Inc.
      (successor to Mariner Post-Acute Network)
      1 Ravina Drive, Suite 1500
      Atlanta, GA 30346


Item 2.

      This Schedule 13G is filed on behalf of (i) Foothill Partners III, L.P., a Delaware limited partnership ("Partners III"), Foothill Partners IV, L.P., a Delaware limited partnership ("Partners IV), FP IV GP, LLC, a Delaware limited liability company ("FP IV"), and (ii) The Foothill Group, Inc., a Delaware corporation, Stearns Family Trust 2001, Dennis R. Ascher, Jeffrey T. Nikora Living Trust, and John F. Nickoll Living Trust (collectively, the "Managing Partners/Members"). Partners III, Partners IV, FP IV and the Managing Partners/Members are collectively referred to as the "Filing Persons".

      FP IV is the general partner of Partners IV. The Managing Partners/Members are the managing members of FP IV. The Managing Partners/Members are the general partners of Partners III. M.E. Stearns trustee of the Stearns Family Trust 2001 and a director of the Company was issued options to acquire 25,000 shares of the Company and, of these options, 5,000 are vested. Mr. Stearns disclaims beneficial ownership of these shares.

      Under the definition of "beneficial owner" provided in Rule 13d-3 of the Exchange Act, a person may be deemed to beneficially own the shares of Common Stock of another entity if such person shares the voting and dispositive power with respect to shares of Common Stock held by such entity. Accordingly, (i) FP IV may be deemed to beneficially own the shares of Common Stock held by Partners IV, as its general partner, and the Managing Partners/Members may be deemed to beneficially own the shares of Common Stock held Partners IV, as the managing members of FP IV, (ii) Managing Partners/Members may be deemed to beneficially own the shares of Common Stock held by Partners III, as the general partners of Partners III.

      The Filing Persons have a beneficial interest in all or part of 1,543,596 shares of Common Stock. The shares were acquired pursuant a Plan of Reorganization entered under the Bankruptcy Act (the "Plan") and completed by Mariner Health Care, Inc. (successor to Mariner Post-Acute Network) (the "Company") on May 13, 2002. This Schedule 13G assumes the Company has issued and outstanding 20,000,000 shares as reported under the Plan.

      (a)    Foothill Partners III, L.P.
              Foothill Partner's IV, LP
              FP IV GP, LLC
              The Foothill Group, Inc.
              Stearns Family Trust 2001
              Dennis R. Ascher
              John F. Nickoll Living Trust
              Jeffery T. Nikora Family Trust

      (b)    2450 Colorado Avenue
              Suite 3000W
              Santa Monica, California 900429

      (c)    United States

Page 10 of 13 pages


      (d)    Common Stock

      (e)    56845X10800


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:

      (a)
      o Broker or dealer registered under Section 15 of the Exchange Act.
      (b)
      o Bank as defined in Section 3(a)(6) of the Exchange Act.
      (c)
      o Insurance company as defined in Section 3(a)(19) of the Exchange Act.
      (d)
      o Investment company registered under Section 8 of the Investment Company Act.
      (e)
      o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
      (f)
      o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
      (g)
      o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
      (h)
      o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
      (i)
      o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the
            Investment Company Act.
      (j)
      o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


Item 4. Ownership

      The ownership of the Filing Persons is as follows:

      John F. Nickoll Living Trust
      Dennis R. Ascher
      Jeff Nikora Family Trust
      The Foothill Group

      A.
      Amount Beneficially owned: 1,543,596
      B.
      Percent of class: 7.71%
      C.
      Number of shares as to which such person has:
      1.
      sole power to vote or to direct the vote: -0-
      2.
      shared power to vote or to direct the vote: 1,543,596
      3.
      sole power to dispose or to direct the disposition of: -0-
      4.
      shared power to dispose or to direct the disposition of: 1,543,596

      Stearns Family Trust

      A.
      Amount Beneficially owned: 1,548,596
      B.
      Percent of class: 7.74%
      C.
      Number of shares as to which such person has:
      1.
      sole power to vote or to direct the vote: -0-
      2.
      shared power to vote or to direct the vote: 1,548,596
      3.
      sole power to dispose or to direct the disposition of: -0-
      4.
      shared power to dispose or to direct the disposition of: 1,548,596

      Foothill Partners III

      A.
      Amount Beneficiary owned: 933,386
      B.
      Percent of class: 4.67%
      C.
      Number of shares as to which such person has:

Page 11 of 13 pages

        1.
        sole power to vote or to direct the vote: -0-
        2.
        shared power to direct the vote: 933,386
        3.
        sole power to dispose or to direct the disposition of: -0-
        4.
        shared power to dispose or to direct the disposition of: 933,386

      Foothill Partners IV and FP IV

      A.
      Amount Beneficially owned: 610,210
      B.
      Percent of class: 3.05%
      C.
      Number of shares as to which such person has:
      1.
      sole power to vote or to direct the vote: -0-
      2.
      shared power to vote or to direct the vote: 610,210
      3.
      sole power to dispose or to direct the disposition of: -0-
      4.
      shared power to dispose or to direct the disposition of: 610,210


Item 5. Ownership of Five Percent or Less of a Class

      If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following o


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 not held for the purpose or with the effect of changing or influencing the control of the issuer of the securities and were not acquired in connection with or as a participant in any transaction having that purpose or effect.

Page 12 of 13 pages


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:        March 20, 2002

  THE FOOTHILL GROUP, INC.

 
By:
/s/  M.E. STEARNS      
  Name: M.E. Stearns
  Title: Senior Vice President

 
FOOTHILL PARTNERS IV, L.P.
A Delaware limited partnership

 
By:
FP IV GP, LLC
  Its: General Partner

 
 
By:
/s/  M.E. STEARNS      
    Name: M.E. Stearns
    Title: Managing Member

 
FP IV GP, LLC

 
By:
/s/  M.E. STEARNS      
  Name: M.E. Stearns
  Title: Managing Member

 
FOOTHILL PARTNERS III, L.P.
A Delaware limited partnership

 
By:
/s/  M.E. STEARNS      
  Name: M.E. Stearns
  Its: General Partner

 
STEARNS FAMILY TRUST 2001

 
By:
/s/  M. EDWARD STEARNS      
  Name: M. Edward Stearns
  Title: Trustee

 
DENNIS R. ASCHER

 
By:
/s/  DENNIS R. ASCHER      
  Name: Dennis R. Ascher

 
JOHN F. NICKOLL LIVING TRUST

 
By:
/s/  JOHN F. NICKOLL      
  Name: John F. Nickoll
  Title: Trustee

 
JEFFREY T. NIKORA FAMILY TRUST

 
By:
/s/  JEFFERY T. NIKORA      
  Name: Jeffery T. Nikora
  Title: Trustee

Page 13 of 13 pages



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