-----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, NEp0jul9xVV6NDuM/N1QRbzPV4bvLAQH6oGjPBL2lyi/LxajjIprBR19uXaE84Id busxK9vrMa7Vpm/pGSclJg== 0000927087-97-000033.txt : 19970124 0000927087-97-000033.hdr.sgml : 19970124 ACCESSION NUMBER: 0000927087-97-000033 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970123 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REGENT ASSISTED LIVING INC CENTRAL INDEX KEY: 0001000693 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 931171049 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-47685 FILM NUMBER: 97509525 BUSINESS ADDRESS: STREET 1: 2260 US BANCORP TOWER STREET 2: 111 SW FIFTH AVE CITY: PORTLAND STATE: OR ZIP: 97204 BUSINESS PHONE: 5032274000 MAIL ADDRESS: STREET 1: 2260 US BANCORP TOWER STREET 2: 111 SW FIFTH AVE CITY: PORTLAND STATE: OR ZIP: 97204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLACK & CO INC CENTRAL INDEX KEY: 0001030735 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE SW COLUMBIA STREET 2: SUITE 1200 CITY: PORTLAND STATE: OR ZIP: 97258 BUSINESS PHONE: 5032489600 MAIL ADDRESS: STREET 1: ONE SW COLUMBIA STREET 2: SUITE 1200 CITY: PORTLAND STATE: OR ZIP: 97258 SC 13G 1 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. __________)* REGENT ASSISTED LIVING, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 758949101 (CUSIP Number) *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 the disclosures provided in a prior cover page. The information required in 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. 758949101 13G Page 1 of 2 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: BLACK & COMPANY, INC. 93 - 0479581 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION: OREGON 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 337,072 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 337,072 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 337,072 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.3% 12 TYPE OF REPORTING PERSON* BD *SEE INSTRUCTIONS CUSIP NO. 758949101 13G Page 2 of 2 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: BLACK & COMPANY ASSET MANAGEMENT 93 - 1211389 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION OREGON 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 337,072 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 337,072 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 337,072 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.3% 12 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTIONS Item 1. (a) Name of Issuer: Regent Assisted Living, Inc. (b) Address of Issuer's Principal Executive Offices: 2260 U.S. Bancorp Tower 111 S.W. Fifth Avenue Portland, Oregon 97204 Item 2. (a) Name of Person Filing: Black & Company, Inc. (b) Address of Principal Business Office or, if none, Residence: One S.W. Columbia St., Suite 1200 Portland, Oregon 97258 (c) Citizenship: State of Oregon (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 758949101 Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether the person filing is a: (a)[X ] Broker or Dealer registered under Section 15 of the Act (b)[ ] Bank as defined in section 3(a)(6) of the Act (c)[ ] Insurance Company as defined in section 3(a)(19) of the Act (d)[ ] Investment Company registered under section 8 of the Investment Company Act (e)[ ] Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f)[ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see ss. 240.13d-1(b)(1)(ii)(F) (g)[ ] Parent Holding Company, in accordance with ss. 240.13d-1(b)(1)(ii)(G) (h)[ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(H) Item 4. Ownership (a) Amount Beneficially Owned: Black & Company, Inc. owns 279,072 shares directly, and 58,000 indirectly through Black & Company Asset Management, a wholly-owned subsidiary of Black & Company, Inc. Shares held directly include 28,000 shares issuable upon exercise of an Underwriter's Warrant granted to Black & Company in connection with the Issuer's initial public offering completed on December 19, 1995. (b) Percent of Class: 7.3% in aggregate, consisting of 6.0% held directly, and 1.3% held indirectly (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 337,072 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 337,072 Item 5. Ownership of Five Percent or Less of a Class N/A Item 6. Ownership of More Than Five Percent on Behalf of Another Person 257,525 shares are held in discretionary investment accounts, either by Black & Company, Inc. (199,525 shares or 4.3% of class) or Black & Company Asset Management (58,000 shares or 1.25% of class). None of the beneficial owners of such investment accounts holds in excess of 5% of the class of securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company N/A Item 8. Identification and Classification of Members of the Group N/A Item 9. Notice of Dissolution of Group N/A Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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. DATE: January 23, 1997 BLACK & COMPANY, INC. By: /s/ Teri Duffy Teri Duffy, Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----