-----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, Ldk+jOE9bq0xCvo+qybgphR44EqhapZbyw+xIsx3dbyzIdQ6jKTR9a5mgHpVKE1Y 4RRbF1wOlt4LZPcWrCi9Rg== 0001047469-98-017267.txt : 19980504 0001047469-98-017267.hdr.sgml : 19980504 ACCESSION NUMBER: 0001047469-98-017267 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980430 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 13D/A SEC ACT: SEC FILE NUMBER: 005-47685 FILM NUMBER: 98605569 BUSINESS ADDRESS: STREET 1: 121 SW MORRISON ST STREET 2: STE 1000 CITY: PORTLAND STATE: OR ZIP: 97204 BUSINESS PHONE: 5032274000 MAIL ADDRESS: STREET 1: 121 SW MORRISON ST STREET 2: STE 1000 CITY: PORTLAND STATE: OR ZIP: 97204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LTC HEALTHCARE INC CENTRAL INDEX KEY: 0001059186 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 911895305 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 ESPLANADA DR STE 1860 CITY: OXNARD STATE: CA ZIP: 93030 BUSINESS PHONE: 8059818655 MAIL ADDRESS: STREET 1: 300 ESPLANADE DR STREET 2: STE 1860 CITY: OXNARD STATE: CA ZIP: 93030 FORMER COMPANY: FORMER CONFORMED NAME: LTC EQUITY HOLDING CO INC DATE OF NAME CHANGE: 19980403 SC 13D/A 1 SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 REGENT ASSISTED LIVING, INC. -------------------------------------------------------- (Name of Issuer) Common Stock, no par value per share -------------------------------------------------------- (Title of Class of Securities) 758949-10-1 -------------------------------------------------------- (CUSIP Number) Pamela J. Privett, Esq. Senior Vice President, General Counsel and Secretary LTC Healthcare, Inc. 300 Esplanade Drive, Suite 1860 Oxnard, California 93030 (805) 981-3611 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 22, 1998 -------------------------------------------------------- (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 subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: / /. (Continued on the following page) Page 1 of 8 Pages SCHEDULE 13D CUSIP NO. 758949-10-1 PAGE 2 OF 8 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON LTC HEALTHCARE, INC. TAX I.D. NO. 91-1895305 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / / PURSUANT TO ITEMS 2(d) or 2(e) - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEVADA - ------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 666,666 SHARES PERSON WITH ----------------------------------------------------- 8 SHARED VOTING POWER 0 ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 666,666 SHARES ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 666,666 SHARES - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.6% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- PAGE 3 OF 8 ITEM 1. SECURITY AND ISSUER. This statement relates to shares of common stock, no par value per share (the "Common Stock"), of Regent Assisted Living, Inc., an Oregon corporation (the "Company"). The principal executive offices of the Company are located at 121 SW Morrison Street, Suite 1000, Portland, Oregon 97204. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is being filed by LTC Healthcare, Inc., a Nevada corporation ("Healthcare"). (b) The address of Healthcare's principal offices is 300 Esplanade Drive, Suite 1860, Oxnard, California 93030. The names, business addresses and principal businesses of each of the directors and executive officers of Healthcare are set forth on Schedule I hereto and incorporated by reference herein. (c) The current principal business of Healthcare, a holding company, is its investment in the Notes (as defined below) and investments in other securities. (d) During the last five years, neither Healthcare nor, to the best of its knowledge, any of the executive officers or directors of Healthcare, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither Healthcare nor, to the best of its knowledge, any of the executive officers or directors of Healthcare, 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) To the best knowledge of Healthcare, each of the executive officers and directors of Healthcare is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate amount of funds paid in cash by Healthcare in making the Note Purchase (as defined below) was $5,000,000, and Healthcare used its working capital and proceeds from a loan (as described in Item 4 below) to make such investment. ITEM 4. PURPOSE OF TRANSACTION. On March 26, 1998, Healthcare and the Company agreed that Healthcare would invest $4,000,000 in the Company (the "Initial Note Purchase") in the form of convertible subordinated debentures due 2008 (the "Initial Notes"). The Initial Note Purchase was consummated on March 30, 1998 pursuant to the terms of a Convertible Subordinated Note Purchase Agreement (the "Purchase Agreement"), dated as of March 30, 1998, by and between the Company and Healthcare. On April 22, 1998, pursuant to the Purchase Agreement, Healthcare invested an additional $1,000,000 (the "Second Note Purchase," together with the Initial Note Purchase, the "Note Purchase") in the form of convertible subordinated debentures due 2008 (the "Secondary Notes," together with the Initial Notes, the "Notes"). The Notes bear interest at 7.5% and are convertible, at any time in whole or in part at Healthcare's option, PAGE 4 OF 8 into the Company's Common Stock at a price of $7.50 per share, subject to adjustment, which if all Notes issued to date to Healthcare were converted would result in the issuance of 666,666 shares of the Company's Common Stock. The Company can require conversion of the Notes at such time as the Company's Common Stock trades at $12 per share or more for thirty consecutive days. The purpose of the Note Purchase was to provide the Company with additional funds while providing Healthcare with an opportunity to invest in the Company. After giving effect to these transactions, and assuming conversion of all Notes currently beneficially owned by Healthcare, Healthcare would be the beneficial owner of 12.6% of the outstanding shares of the Company's Common Stock. Healthcare also entered into a Registration Rights Agreement with the Company pursuant to which Healthcare has, among other things, the right, under certain circumstances and subject to certain conditions and exceptions, to require the Company to register all or any portion of the shares of Common Stock issued to it upon conversion of all or any portion of the Notes. Pursuant to the Purchase Agreement, the Company has an option to require Healthcare to purchase up to an additional $5,000,000 principal amount of additional Notes. Such option must be exercised on or prior to March 31, 2000. The exercise price, and other terms and conditions of such additional $5,000,000 principal amount of Notes are identical to the exercise price and other terms and conditions of the $5,000,000 principal amount of Notes issued to Healthcare to date. If the Company exercises its option to require Healthcare to purchase all such additional Notes, and if all such additional Notes were converted, an additional 666,666 shares of the Company's Common Stock would be issued to Healthcare. Except for such obligation to purchase such additional Notes, Healthcare currently has no other plan to further increase or decrease the size of its investment in the Company. Healthcare intends to review its investment in the Company from time to time and, depending upon the price and availability of the Common Stock, subsequent developments affecting the Company, the Company's business and prospects, other investment and business opportunities available to Healthcare, general stock market and economic conditions, tax considerations and other factors deemed relevant, may decide to increase or decrease the size of its investment in the Company. Except as described herein, Healthcare has no present plan or proposal which relates to, or could result in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. However, Healthcare will continue to review the business of the Company and, depending upon one or more of the factors referred to above, may in the future propose that the Company take one or more of such actions. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Healthcare beneficially owns no shares of the Company's Common Stock. Healthcare beneficially owns Notes convertible into 666,666 shares of the Company's Common Stock. Immediately following the consummation of the transactions contemplated by the Note Purchase and assuming conversion of all Notes currently beneficially owned by Healthcare, Healthcare would be the beneficial owner of 12.6% of the outstanding shares of the Company's Common Stock. (b) If Healthcare were to convert all of the Notes currently outstanding, Healthcare would have sole power to vote or direct the vote of and sole power to dispose or direct the disposition of 666,666 shares of the Company's Common Stock. LTC Properties, Inc. ("LTC"), a Maryland PAGE 5 OF 8 corporation, owns 4,002 non-voting shares of Healthcare's Class B common stock, par value $.01 per share ("Class B Common Stock"), representing approximately 99% of the outstanding capital stock of Healthcare. The four executive officers of Healthcare are also executive officers of LTC. Two of such executive officers are also directors of each of LTC and Healthcare. LTC contributed $2,001,000 to Healthcare in connection with its equity investment in Healthcare. LTC also loaned Healthcare $3,435,700 at an interest rate of 10% per annum over a term of ten years. Healthcare anticipates that any additional purchases of Notes by Healthcare would be funded by a contribution of cash from LTC to Healthcare in exchange for the issuance of additional shares of Class B Common Stock to LTC. LTC is the beneficial owner of 69,000 shares of the Company's Common Stock, which represents 1.5% of the outstanding shares of the Company's Common Stock. LTC disclaims beneficial ownership of the Common Stock beneficially owned by Healthcare. The principal business of LTC, a self-administered real estate investment trust, is investing in long-term care and other health care-related facilities through mortgage loans, facility lease transactions and other investments. LTC has provided the Company with approximately $54.6 million of additional financing commitments for eight assisted living facilities (the "LTC Commitment"), of which $8.4 million have been completed. To date, LTC and the Company have completed $11.5 million of sale-leaseback transactions on two assisted living facilities in addition to the eight which are subject to the LTC Commitment. (c) Except as described in Item 4 above, there have not been any transactions in the Common Stock effected by or for the account of Healthcare or any executive officer or director of Healthcare during the past 60 days. (d) Except as stated in this Item 5, to the best knowledge of Healthcare, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock issuable to Healthcare upon conversion of the Notes. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See Items 4 and 5. Item 7. MATERIAL TO BE FILED AS EXHIBITS. *Exhibit 1. Convertible Subordinated Note Purchase Agreement, dated as of March 30, 1998, by and between Regent Assisted Living, Inc. and LTC Healthcare, Inc. (formerly known as LTC Equity Holding Company, Inc.) *Exhibit 2. Registration Rights Agreement, dated as of March 30, 1998, by and between Regent Assisted Living, Inc. and LTC Healthcare, Inc. (formerly known as LTC Equity Holding Company, Inc.) ------------------ * Exhibits previously filed. PAGE 6 OF 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: April 30, 1998 LTC HEALTHCARE, INC. By: /s/ PAMELA J. PRIVETT ----------------------------- Name: Pamela J. Privett Title: Senior Vice President, General Counsel and Secretary PAGE 7 OF 8 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF LTC HEALTHCARE, INC. The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of LTC Healthcare, Inc. is set forth below.
PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE NAME AND BUSINESS POSITION WITH LTC OFFICER OF LTC HEALTHCARE, ADDRESS HEALTHCARE, INC. INC. - ----------------- ------------------------- --------------------------- Andre C. Dimitriadis Chairman of the Board Chairman of the Board 300 Esplanade Drive, Suite 1860 and Chief Executive and Chief Executive Oxnard, CA 93030 Officer Officer of LTC Properties, Inc. James J. Pieczynski President, Chief President, Chief 300 Esplanade Drive, Suite 1860 Financial Officer, Financial Officer and Oxnard, CA 93030i Treasurer and Director Director of LTC Properties, Inc. Christopher T. Ishikawa Senior Vice President, Senior Vice President 300 Esplanade Drive, Suite 1860 Chief Investment and Chief Investment Oxnard, CA 93030 Officer, Assistant Officer of LTC Secretary and Director Properties, Inc. Pamela J. Privett Senior Vice President, Senior Vice President, 300 Esplanade Drive, Suite 1860 General Counsel, General Counsel and Oxnard, CA 93030 Secretary and Director Secretary of LTC Properties, Inc. Joan M. Croker Director Attorney, Los Angeles 2240 Manning Avenue County Public Los Angeles, CA 90064 Defender's Office Lorri L. Jean Director Executive Director of 1316 N. Cherokee Avenue Los Angeles Gay and Los Angeles, CA 90028 Lesbian Services Center
PAGE 8 OF 8 EXHIBIT INDEX *Exhibit 1. Convertible Subordinated Note Purchase Agreement, dated as of March 30, 1998, by and between Regent Assisted Living, Inc. and LTC Healthcare, Inc. (formerly known as LTC Equity Holding Company, Inc.) *Exhibit 2. Registration Rights Agreement, dated as of March 30, 1998, by and between Regent Assisted Living, Inc. and LTC Healthcare, Inc. (formerly known as LTC Equity Holding Company, Inc.) --------------- * Exhibits previously filed. -----END PRIVACY-ENHANCED MESSAGE-----