-----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, DWbCZMkmn5TsMBTJAUUPZuwH36OsYE4wpebxar3BgxTRWXEVncB0Wf8LQgW9lShO 4kdFSL+gzqLNLCR/kwTG6w== 0000904454-07-000035.txt : 20070125 0000904454-07-000035.hdr.sgml : 20070125 20070125140156 ACCESSION NUMBER: 0000904454-07-000035 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070125 DATE AS OF CHANGE: 20070125 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: 07552377 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 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 SC 13D/A 1 s13da_0124-2007sun.txt SCHEDULE 13D/A 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. 2 )(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) January 22, 2007 - -------------------------------------------------------------------------------- (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 4 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only - Voluntary) 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 Not Applicable - -------------------------------------------------------------------------------- 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 SHARES 305,833 shares of Common Stock BENEFICIALLY ---------------------------------------------------- OWNED BY 8. Shared Voting Power EACH -0- REPORTING ---------------------------------------------------- PERSON 9. Sole Dispositive Power WITH 305,833 shares of Common Stock ---------------------------------------------------- 10. Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 305,833 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) Less than 0.1% - -------------------------------------------------------------------------------- 14. Type of Reporting Person PN - -------------------------------------------------------------------------------- -2- CUSIP No. 866933401 Page 3 of 4 Pages Amendment No. 2 to Schedule 13D (FINAL AMENDMENT) Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on December 19, 2005 and Amendment No. 1 thereto filed on December 11, 2006 (as so amended, the "Schedule 13D"). Terms defined in the Schedule 13D are used herein as so defined. The following items of the Schedule 13D are hereby amended as follows: Item 4. Purpose of Transaction Item 5 is hereby amended to reflect that Keith W. Pennell resigned from the Issuer's Board of Directors effective January 15, 2007. Item 5. Interest in Securities of the Issuer Item 5 is hereby amended and restated to read in its entirety as follows: (a) The Reporting Person beneficially owns 305,833 shares of Common Stock, or less than 0.1% of the Common Stock outstanding as of the date hereof. 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) On January 22, 2007 the Reporting Person sold 1,811,620 shares of Common Stock in a privately-negotiated transaction, for $11.25 per share. (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) The Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock on January 22, 2007. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 is hereby amended to add the following thereto: Under the terms of the Merger Agreement previously described in the Schedule 13D, the 305,833 shares of Common Stock held by the Reporting Person after the sale described in Item 5(c) above are in escrow in connection with certain indemnification obligations under the Merger Agreement, and, subject to the conditions of an escrow agreement relating to such shares, half will be released from escrow on March 31, 2007 and the remaining half will be released from escrow on December 9, 2007. So long as such shares are held in escrow, the Reporting Person has the right to vote them but has agreed not to sell or otherwise transfer them during that time period. -3- 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: January 24, 2007 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 -4- -----END PRIVACY-ENHANCED MESSAGE-----