-----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, HSXzCbFzh7BPMqeQrbzrO7wDb+70X78J2WdFYS3yzjDLGxiLGJ2b3YhEyYHIfvMV M449dBMRKmTdeaL4svEjJg== 0000904454-05-000524.txt : 20051219 0000904454-05-000524.hdr.sgml : 20051219 20051219104422 ACCESSION NUMBER: 0000904454-05-000524 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051219 DATE AS OF CHANGE: 20051219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DFW CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001125809 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 FRANK W BURR BLVD STREET 2: 5TH FLOOR CITY: TEANECK STATE: NJ ZIP: 07666 MAIL ADDRESS: STREET 1: 300 FRANK W BURR BLVD STREET 2: 5TH FLOOR CITY: TEANECK STATE: NJ ZIP: 07666 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUN HEALTHCARE GROUP INC CENTRAL INDEX KEY: 0000904978 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 850410612 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44869 FILM NUMBER: 051271517 BUSINESS ADDRESS: STREET 1: 101 SUN AVENUE N E CITY: ALBUQUERQUE STATE: NM ZIP: 87109 BUSINESS PHONE: 5058213355 MAIL ADDRESS: STREET 1: 101 SUN LANE N E CITY: ALBUQERQUE STATE: NM ZIP: 87109 SC 13D/A 1 s13da_1215-2005sun.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (Amendment No. )(1) SUN HEALTHCARE GROUP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 866933401 - -------------------------------------------------------------------------------- (CUSIP number) DFW Capital Partners, L.P. Ropes & Gray LLP Glenpointe Centre East, 5th Floor 45 Rockefeller Plaza Teaneck, New Jersey 07666 New York, New York 10111 (201) 836-6000 (212) 841-5700 Attention: Keith W. Pennell Attention: Merrill A. Ulmer, Esq. - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 9, 2005 - -------------------------------------------------------------------------------- (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 that 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. |_| Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. - ------------------------------ (1) 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 disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 866933401 Page 2 of 5 Pages 1. Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) DFW Capital Partners, L.P. 2. Check the Appropriate Box if a Member of a Group (a) |_| --------------------------------------------------- (b) |X| --------------------------------------------------- 3. SEC Use Only 4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power NUMBER OF 2,117,453 shares of Common Stock SHARES BENEFICIALLY 8. Shared Voting Power OWNED BY EACH 9. Sole Dispositive Power REPORTING 2,117,453 shares of Common Stock PERSON WITH 10. Shared Dispositive Power 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,117,453 shares of Common Stock 12. Check If The Aggregate Amount In Row (11) Excludes Certain Shares |_| 13. Percent Of Class Represented By Amount In Row (11) 8.7% 14. Type of Reporting Person PN -2- CUSIP No. 866933401 Page 3 of 5 Pages Schedule 13D Item 1. Security and Issuer This statement relates to the Common Stock, $.01 par value ("Common Stock"), of Sun Healthcare Group, Inc., a Delaware corporation ("Sun" or the "Issuer"). The principal executive offices of the Issuer are located at 18831 Von Karman, Suite 400, Irvine, California 92612. Item 2. Identity and Background (a) This statement on Schedule 13D is filed on behalf of DFW Capital Partners, L.P., a Delaware limited partnership ("DFW" or the "Reporting Person"). (b)-(c) DFW is a Delaware limited partnership. The principal business of DFW is that of a private investment partnership. The general partner of DFW is Capital Partners - GP, L.P., a Delaware limited partnership ("DFW GP"). The principal business of DFW GP is that of acting as the general partner of DFW. The principal business and principal office address of DFW, DFW GP and the general partners of DFW GP is Glenpointe Centre East, 5th Floor, Teaneck, New Jersey 07666. The general partners of DFW GP, who are citizens of the United States, are Donald F. DeMuth, Keith W. Pennell and Thomas W. Folger. (d) None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the entities or persons identified in this Item 2 has, during the last five years, 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. Item 3. Source and Amount of Funds or Other Consideration Pursuant to the terms of an Agreement and Plan of Merger, dated as of May 16, 2005, as amended (the "Merger Agreement") by and among the Issuer, Pinnacle Acquisition Corp., a wholly-owned subsidiary of the Issuer, Peak Medical Corporation ("Peak") and the stockholders of Peak, effective December 9, 2005 Pinnacle Acquisition Corp. merged with and into Peak and Peak became a wholly-owned subsidiary of Sun (the "Merger"). The Issuer exchanged shares of its Common Stock for all of the outstanding shares of the capital stock of Peak, and as a stockholder of Peak the Reporting Person acquired 2,117,453 shares of Common Stock of the Issuer. The Merger Agreement was filed as Appendix B to the Issuer's Proxy Statement filed with the Securities and Exchange Commission on September 22, 2005, and any description thereof is qualified in its entirety by reference thereto. Item 4. Purpose of Transaction The Reporting Person acquired the securities of the Issuer as a result of the Merger described in Item 3 above. Pursuant to the terms of a Stockholders Agreement entered into as of May 16, 2005 and amended on July 7, 2005 and on September 16, 2005 by the Issuer and certain other stockholders of Peak, including the Reporting Person (the "Stockholders Agreement"), upon consummation of the Merger DFW had the right to nominate a director to the Issuer's Board of Directors. DFW nominated Keith W. Pennell as a director of Sun and Keith W. Pennell was appointed to Sun's board of directors effective December 9, 2005. In the Stockholders Agreement, the Reporting Person agreed, among other things, to certain restrictions with respect to the voting of their Common Stock and acquisition of any additional voting power with respect to the Issuer. The Stockholders Agreement was filed as Appendix C to the Issuer's Proxy Statement filed with the Securities and Exchange Commission on September 22, 2005, and any description thereof is qualified in its entirety by reference thereto. Except as otherwise described in this statement, the Reporting Person does not have any present plans or proposals that relate to or would result in: (i) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) any change in the present board of directors or management of the Company, including any plans or proposals to -3- CUSIP No. 866933401 Page 4 of 5 Pages change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company's business or corporate structure; (vii) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (viii) causing a class of securities of the Company 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; (ix) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a) The Reporting Person beneficially owns 2,117,453 shares of Common Stock, or approximately 8.7% of the Common Stock outstanding after the Merger. DFW GP, as the general partner of DFW, may be deemed to beneficially own the securities of the Issuer owned by DFW. (b) The general partners of DFW GP may be deemed to share the power to vote or direct the voting of and to dispose or direct the disposition of the securities of the Issuer owned by DFW. Each of the general partners of DFW GP disclaims beneficial ownership of all securities other than those he may own directly or by virtue of his indirect pecuniary interest in the securities owned by DFW. (c) Except as described in this statement, none of the entities or persons named in Item 2 has effected any transaction in the securities of the Issuer in the past 60 days. (d) Except as described in this statement, no person has the power to direct the receipt of dividends on or the proceeds of sales of the shares of Common Stock owned by the Reporting Person. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer In addition to the Stockholders Agreement referenced in Item 4 above, a Registration Rights Agreement was entered into as of May 16, 2005 and amended on July 7, 2005), by the Issuer certain other stockholders of Peak, including the Reporting Person (the "Registration Rights Agreement"). In the Registration Rights Agreement the Reporting Person has agreed to certain restrictions on the resale and transfer of its Common Stock and the Issuer has agreed to provide certain registration rights to the former stockholders of Peak, including the Reporting Person. The Registration Rights Agreement was filed as Appendix D to the Issuer's Proxy Statement filed with the Securities and Exchange Commission on September 22, 2005, and any description thereof is qualified in its entirety by reference thereto. Item 7. Material to Be Filed as Exhibits The Merger Agreement was filed as Appendix B to the Issuer's Proxy Statement filed with the Securities and Exchange Commission on September 22, 2005, and is incorporated herein by reference. The Stockholders Agreement was filed as Appendix C to the Issuer's Proxy Statement filed with the Securities and Exchange Commission on September 22, 2005, and is incorporated herein by reference. The Registration Rights Agreement was filed as Appendix D to the Issuer's Proxy Statement filed with the Securities and Exchange Commission on September 22, 2005, and is incorporated herein by reference. -4- CUSIP No. 866933401 Page 5 of 5 Pages Signature After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 15, 2005 DFW CAPITAL PARTNERS, L.P. By: Capital Partners-GP, L.P., General Partner By:/s/ Keith W. Pennell ------------------------------------------- Name: Keith W. Pennell Title: General Partner -5- -----END PRIVACY-ENHANCED MESSAGE-----