SC 13D/A 1 a8-2sc13da7.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 7)1 GREENBRIAR CORPORATION ----------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share ----------------------------------------------------------------------------- (Title of Class of Securities) 393648-10-0 ---------------------------------------------------------------------------- (CUSIP Number) J.D. Dell Lone Star Opportunity Fund, L.P. 600 North Pearl Street, Suite 1550 Dallas, Texas 75201 (214) 754-8300 ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 1, 2001 ----------------------------------- (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 the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 123 Pages) -------- 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. 393648-10-0 13D Page 2 of 123 Pages ----------------------------------------------------------------------------- ============================================================================= 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LSOF POOLED EQUITY, L.P. ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 27, 475, 362 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------------------- 8 SHARED VOTING POWER 4,729,157* ----------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 27,475,362 ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,475,362 ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.1% ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ============================================================================= *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 3 of 123 Pages ----------------------------------------------------------------------------- =========================================================================== 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TERLINGUA ADVISORS, INC. ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,200 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------------------- 8 SHARED VOTING POWER ----------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 2,200 ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,200 ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.03% ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO =========================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 4 of 123 Pages ----------------------------------------------------------------------------- =========================================================================== 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LSOF GENPAR, INC. ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 27,475,362 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------------------- 8 SHARED VOTING POWER 4,729,157* ----------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 27,475,362 ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,475,362 ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.1% ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO =========================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 5 of 123 Pages ----------------------------------------------------------------------------- =========================================================================== 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LONE STAR OPPORTUNITY FUND, L.P. ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 27,475,362 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------------------- 8 SHARED VOTING POWER 4,729,157* ----------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 27,475,362 ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,475,362 ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.1% ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN =========================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 6 of 123 Pages ----------------------------------------------------------------------------- =========================================================================== 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LONE STAR PARTNER, L.P. ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 27,475,362 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------------------- 8 SHARED VOTING POWER 4,729,157* ----------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 27,475,362 ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,475,362 ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.1% ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN =========================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 7 of 123 Pages ----------------------------------------------------------------------------- =========================================================================== 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LONE STAR MANAGEMENT CO., LTD. ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 27,475,362 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------------------- 8 SHARED VOTING POWER 4,729,157* ----------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 27,475,362 ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,475,362 ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.1% ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO =========================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 8 of 123 Pages ----------------------------------------------------------------------------- =========================================================================== 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HUDSON ADVISORS, L.L.C. ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 27,477,562 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------------------- 8 SHARED VOTING POWER 4,729,157* ----------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 27,477,562 ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 27,477,562 ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.1% ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO =========================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 9 of 123 Pages ----------------------------------------------------------------------------- =========================================================================== 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HUDSON ADVISORS ASSOCIATES, L.P. ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 27,477,562 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------------------- 8 SHARED VOTING POWER 4,729,157* ----------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 27,477,562 ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 27,477,562 ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.1% ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN =========================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 10 of 123 Pages ----------------------------------------------------------------------------- =========================================================================== 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ADVISORS GENPAR, INC. ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 27,477,562 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------------------- 8 SHARED VOTING POWER 4,729,157* ----------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 27,477,562 ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 27,477,562 ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.1% ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO =========================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 11 of 123 Pages ----------------------------------------------------------------------------- =========================================================================== 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JOHN P. GRAYKEN ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION IRELAND ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 27,477,562 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ----------------------------------------------------------------------------- 8 SHARED VOTING POWER 4,729,157* ----------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 27,477,562 ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,477,562 ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.1% ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN =========================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 12 of 123 Pages ----------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, $0.01 par value per share (the "Common Stock"), of Greenbriar Corporation, a Nevada corporation ("Greenbriar"). The address of the principal executive offices of Greenbriar is 14185 Dallas Parkway, Suite 650, Dallas, Texas 75240. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed on behalf of LSOF Pooled Equity, L.P., a Delaware limited partnership ("Pooled Equity"). The general partner of Pooled Equity is LSOF GenPar, Inc., a Texas corporation ("GenPar"). The sole stockholder of GenPar is Lone Star Opportunity Fund, L.P., a Delaware limited partnership ("Lone Star"). The general partner of Lone Star is Lone Star Partner, L.P., a Delaware limited partnership ("Partner"). The general partner of Partner is Lone Star Management Co., Ltd., a Delaware corporation ("Management"). Hudson Advisors, L.L.C., a Texas limited liability company ("Hudson"), is the asset manager of the securities of Greenbriar owned by Pooled Equity, pursuant to an Asset Management Agreement. Hudson is the sole stockholder of Terlingua Advisors, Inc., a Delaware corporation ("Terlingua"). Hudson Advisors Associates, L.P., a Texas limited partnership ("Associates"), is the majority owner of the membership interests of Hudson. Advisors GenPar, Inc., a Texas corporation ("Advisors"), is the general partner of Associates. John P. Grayken ("Grayken"), a citizen of Ireland, is the sole stockholder, sole director and President of Management and the sole stockholder and sole director of Advisors. GenPar, Lone Star, Partner, Management, Hudson, Associates, Advisors and Grayken are herein referred to as "Control Persons." The address of the principal offices and business address of Pooled Equity, Lone Star, Partner and Management is 600 North Pearl Street, Suite 1550, Dallas, Texas 75201. The address of the principal offices and business address of Hudson, Terlingua, Associates and Advisors is 600 North Pearl Street, Suite 1500, Dallas, Texas 75201. The business address of Grayken, is 50 Welbeck Street, London, United Kingdom, W1M7HE. Pooled Equity, GenPar, Lone Star, Partner, Management, Terlingua, Hudson, Associates and Advisors are all part of a private investment partnership investing in a broad range of primarily real estate related investments. Lone Star's investors are primarily pension funds and other institutional investors. Grayken's principal occupation is serving in the aforementioned offices of Management. None of Pooled Equity, GenPar, Lone Star, Partner, Management, Terlingua, Hudson, Associates, Advisors or Grayken has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). None of Pooled Equity, GenPar, Lone Star, Partner, Management, Terlingua, Hudson, Associates, Advisors or Grayken 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. Other Information ----------------- Attached as Schedule I hereto is a list of (a) directors and executive officers of GenPar, Terlingua, Management and Advisors and (b) the officers and member of Hudson which contains the following information with respect to each person: (i) name; ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 13 of 123 Pages ----------------------------------------------------------------------------- (ii) principal business address; and (iii) present principal occupation or employment. None of the entities or persons identified on Schedule I hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the entities or persons identified on Schedule I hereto 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. Each person identified on Schedule I hereto is a United States citizen, other than Grayken, who is a citizen of Ireland. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On January 13, 1998, Lone Star purchased (i) 1,400,000 shares of Greenbriar's Series F Senior Convertible Preferred Stock (the "Series F Preferred"), $0.10 par value per share, at a purchase price of $10.00 per share and (ii) 800,000 shares of Greenbriar's Series G Senior Non-Voting Convertible Preferred Stock $0.10 par value per share (the "Series G Preferred"), at a purchase price of $10.00 per share. The Series F Preferred and Series G Preferred (collectively, the "Preferred Stock") were convertible, subject to the terms of the Preferred Stock, into shares of Common Stock, based on a conversion price of $17.50 per share of Common Stock. The aggregate purchase price for the Preferred Stock was $22,000,000 and was funded by capital contributions from Lone Star's partners. Lone Star assigned the Preferred Stock to LSOF Greenbriar, L.L.C., a Delaware limited liability and wholly owned subsidiary of Lone Star ("LSOF Greenbriar"), pursuant to an Assignment and Assumption Agreement dated January 13, 1998. On July 23, 1998, LSOF Greenbriar assigned the Preferred Stock to Pooled Equity. The terms of the Preferred Stock are set forth in (i) the Stock Purchase Agreement dated as of December 31, 1997 between Greenbriar and Lone Star filed as Exhibit 1 (the "Stock Purchase Agreement"), (ii) the Certificate of Voting Powers, Designations, Preferences and Relative, Participating, Optional or other Special Rights of Series F Senior Convertible Preferred Stock filed as Exhibit 2 (the "Series F Certificate of Designation") and (iii) the Certificate of Voting Powers, Designations, Preferences and Relative, Participating, Optional or Other Special Rights of Series G Senior Non-Voting Convertible Preferred Stock filed as Exhibit 3 (the "Series G Certificate of Designation," and together with the Series F Certificate of Designation, the "Certificates of Designation"). On February 1, 2000 Greenbriar redeemed 189,381 shares of Series G Preferred owned directly by Pooled Equity for an aggregate price of $2,500,000, which equals a price of $13.20 per share. Such redemption was pursuant to a letter agreement between LSOF Greenbriar and Greenbriar dated January 31, 2000 (the "First Letter Agreement"), filed as Exhibit 6, whereby Greenbriar agreed to use all proceeds, after payment of reasonable out-of-pocket expenses, from the sale or refinancing of capital assets to redeem shares of Preferred Stock. On March 1, 2000, LSOF Greenbriar assigned all of its rights in such letter agreement to Pooled Equity pursuant to an Assignment of Rights filed as Exhibit 8 (the "Assignment of Rights"). On February 4, 2000, Greenbriar redeemed 75,722 shares of Series G Preferred owned directly by Pooled Equity for an aggregate price of $1,000,000, which equals a price of $13.20 per share. Such redemption was pursuant to a letter agreement between LSOF Greenbriar and Greenbriar dated February 4, 2000 filed as Exhibit 7. On March 1, 2000, LSOF Greenbriar assigned all of its rights in such letter agreement to Pooled Equity pursuant to the Assignment of Rights. ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 14 of 123 Pages ----------------------------------------------------------------------------- On April 14, 2000 Greenbriar redeemed 37,200 shares of Series G Preferred owned directly by Pooled Equity for an aggregate price of $500,000, which equals a price of $13.44 per share. Such redemption was pursuant to a letter agreement between Pooled Equity and Greenbriar dated April 14, 2000 filed as Exhibit 9. 2 While conducting due diligence in response to certain discussions with Greenbriar to modify and/or extend certain provisions of the Certificates of Designation, Pooled Equity learned and verified through review of Greenbriar's corporate records that, since the date of issuance of the Series F Preferred and the Series G Preferred, Greenbriar had issued (the "Option Issuances") various options (each a "Stock Option") to purchase shares of Common Stock to certain employees, officers and directors of Greenbriar for a consideration per share that was less than the conversion price of the Series F Preferred and the Series G Preferred. Greenbriar failed to provide written notice to Pooled Equity, its affiliates or its representatives of these issuances, as required by the terms of the Certificates of Designation. These Option Issuances triggered the antidilution provisions under the Certificates of Designation, which provisions provide that the conversion price for the Preferred Stock shall be adjusted downward so that the conversion price is equivalent to the lowest exercise price per share of Common Stock with respect to these Option Issuances. The lowest exercise price for any Stock Option issued by Greenbriar was $0.69 per share of Common Stock. Consequently, the conversion price for the Series F Preferred and the Series G Preferred was automatically (and without further action on the part of Greenbriar or Pooled Equity) adjusted downward from $17.50 per share of Common Stock to $0.69 per share of Common Stock. As a result, each share of Preferred Stock, which had a liquidation preference of $10.00 per share, has become convertible into approximately 14.49 shares of Common Stock. On October 26, 2000, Terlingua purchased 2,200 shares (the "Terlingua Shares") of Common Stock on the open market for a purchase price of $0.75 per share. The aggregate purchase price for the Terlingua Shares was $1650.00 and was funded from working capital of Terlingua. On October 30, 2000, Pooled Equity delivered to Greenbriar a written Notice of Conversion (the "Conversion Notice"), filed as Exhibit 10, whereby Pooled Equity elected to convert the (i) 1,400,000 shares of Series F Preferred and (ii) 497,697 shares of Series G Preferred owned by it (a total of 1,897,697 shares of Preferred Stock) into 27,502,855 shares of Common Stock.3 The Conversion Notice directed Greenbriar to immediately issue to Pooled Equity the lesser of (i) 6,955,135 shares of Common Stock and (ii) such number of shares of Common Stock that would equal 49.8% of the outstanding Common Stock. The Conversion Notice also directed Greenbriar to issue the remaining shares (the "Remaining Common Shares") of Common Stock due to Pooled Equity as a result of the conversion of the Preferred Stock upon written notice from Pooled Equity that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 had expired or terminated (or such act was no longer applicable) with respect the conversion of the Preferred Stock. On October 31, 2000, Greenbriar notified Pooled Equity that, in Greenbriar's opinion, the Conversion Notice may be invalid and/or that Pooled Equity may not have perfected its conversion rights with respect to the Preferred Stock. ---------- 2 At the hearing held on March 29, 2001, described below, Pooled Equity agreed that Greenbriar had redeemed an additional 1,897 shares of Series G Preferred on April 14, 2000, and that the correct number of shares of Common Stock to be issued to Pooled Equity as of October 30, 2000, was 27,475,362. 3 At the hearing held on March 29, 2001, described below, Pooled Equity agreed that Greenbriar had redeemed an additional 1,897 shares of Series G Preferred on April 14, 2000, and that the correct number of shares of Common Stock to be issued to Pooled Equity as of October 30, 2000, was 27,475,362. ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 15 of 123 Pages ----------------------------------------------------------------------------- In response to Greenbriar's allegation that the Conversion Notice may be invalid and/or that Pooled Equity may not have perfected its conversion rights with respect to the Preferred Stock, on November 3, 2000, Pooled Equity filed a petition (the "Petition") in State District Court in Dallas County, Texas (the "District Court") seeking a judgment declaring that the Conversion Notice is valid and effective as of October 30, 2000 and that it is entitled to convert the Preferred Stock into Common Stock at a price of $0.69 per share of Common Stock. Additionally, Pooled Equity sought a permanent injunction barring Greenbriar from taking any action that would impair or prejudice Pooled Equity's rights in the Preferred Stock and Common Stock. A copy of the Petition has been filed as Exhibit 11. On November 20, 2000, Greenbriar filed its Original Answer and Counterclaim (the "Answer") denying the allegations contained in the Petition and alleged by counterclaim (the "Counterclaim") that Pooled Equity breached an agreement with Greenbriar regarding Greenbriar's sale of assets necessary to redeem the Preferred Stock. Pooled Equity will vigorously defend the Counterclaim. A copy of the Answer has been filed as Exhibit 12. On December 5, 2000, Pooled Equity delivered a Notice of Default ("Notice of Default") to Greenbriar notifying Greenbriar that it was in breach of Section 6.26 of the Stock Purchase Agreement for failure to comply with the Conversion Notice. A copy of the Notice of Default has been filed as Exhibit 13. On December 5, 2000, Pooled Equity also delivered a letter (the "Make Whole Letter") notifying Greenbriar that Pooled Equity was demanding payment of $8,587,059 (the "Make Whole Amount"). Pursuant to that certain Agreement (the "Make Whole Agreement"), dated as of December 31, 1997, by and between Greenbriar and Lone Star, the Make Whole Amount became due on the tenth business day after the date on which all of the Preferred Stock was converted into shares of Common Stock. A copy of the Make Whole Agreement has been filed as Exhibit 14. On December 11, 2000, Pooled Equity filed a Demand for Arbitration Before the American Arbitration Association (the "Arbitration Demand") seeking to consolidate and enforce its claims contained in the Petition, the Notice of Default and the Make Whole Letter. Pooled Equity's claims under the Stock Purchase Agreement and the Make Whole Agreement require all disputes arising thereunder to be resolved by arbitration with the American Arbitration Association. On January 5, 2001, Greenbriar filed a Motion to Stay Arbitration (the "Motion to Stay") with the District Court. As of the date hereof, the District Court has not ruled on the Arbitration Demand or the Motion to Stay. On January 11, 2001, Pooled Equity made an application for a temporary restraining order with the District Court to prevent the automatic conversion of its Preferred Stock into Common Stock on January 13, 2001 in accordance with the Certificates of Designation. The District Court denied Pooled Equity's application for a temporary restraining order. On January 12, 2001, Pooled Equity delivered a Notice of Default (the "Second Notice of Default") to Greenbriar notifying Greenbriar that Events of Default have occurred under the covenants contained in Sections 6.8(e), 6.29, 6.30, 6.31, 6.32 and 6.33 of the Stock Purchase Agreement. As a result of such Events of Default, Greenbriar owes Pooled Equity additional dividends of 12% per annum and Pooled Equity may put the Preferred Stock to Greenbriar for 20% of such Preferred Stock's liquidation value. In addition, interest on all unpaid dividends is accruing at the rate of 12% per annum. As a result of Greenbriar's failure to comply with the foregoing covenants, and its failure to pay such accrued additional dividends for two consecutive quarters, Pooled Equity, through its ownership of Series F Preferred, has the right to appoint 70% of the Board of Directors membership of Greenbriar. All such remedies arose prior to the mandatory conversion of the Preferred Stock described below. A copy of the Second Notice of Default has been filed as Exhibit 15. ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 16 of 123 Pages ----------------------------------------------------------------------------- On January 12, 2001, Pooled Equity also delivered a notice (the "Observer Notice") to Greenbriar of Pooled Equity's exercise of its right, under the Series F Certificate of Designation and the Stock Purchase Agreement, to attend all Board of Directors meetings and any committees thereof. A copy of the Observer Notice has been filed as Exhibit 16. On January 13, 2001, Greenbriar delivered notices (the "Mandatory Conversion Notices") that pursuant to Section 6.3 of each of the Certificates of Designation, Pooled Equity's 1,400,000 shares of Series F Preferred and 444,854 shares of Series G Preferred were automatically converted at a conversion price of $17.50 per share of Common Stock into 800,000 and 254,202 shares of Common Stock, respectively. In addition, Greenbriar notified Pooled Equity that, based upon its records, Greenbriar owes Pooled Equity a total of $27,166,714 under the Make Whole Agreement (the "Make Whole Payments"). Greenbriar further stated in the Mandatory Conversion Notices that it was unable to make the Make Whole Payments at this time but that it intends to do so pursuant to the terms of the Make Whole Agreement and as permitted by Section 78.288 of the Nevada Revised Statutes. Copies of the Mandatory Conversion Notices have been filed as Exhibits 17 and 18. On January 15, 2001, Pooled Equity delivered a letter to Greenbriar responding to the Mandatory Notices (the "Mandatory Conversion Response Letter"). Pooled Equity stated in the Mandatory Conversion Response Letter that: (i) the proper conversion price for the Preferred Stock was $0.69 per share of Common Stock; (ii) the number of shares of Series G Preferred owned by Pooled Equity is 497,6974, not 444,854 as stated in the Mandatory Conversion Notice; (iii) Pooled Equity never agreed to the alleged redemption of 50,946 shares of Series G Preferred on December 20, 2000. The proceeds of $760,000 received in such alleged redemption was never discussed and it is Pooled Equity's view that such amount should apply to amounts owing to Pooled Equity under the Make Whole Amount; and (iv) Greenbriar's calculation of the liquidation value of the Preferred Stock fails to include penalty dividends accruing since at least June 30, 2000, late interest on such dividends accruing at 12% per annum and Pooled Equity's cost and expenses payable pursuant to the Stock Purchase Agreement. A copy of the Mandatory Conversion Response Letter has been filed as Exhibit 19. On February 8, 2001, Pooled Equity filed a Motion for Partial Summary Judgment in District Court (the "Motion") seeking a judgment that (i) the conversion price of the Preferred Stock was adjusted to $0.69 per share, the lowest exercise price for the Stock Options; (ii) on October 30, 2000, Pooled Equity properly exercised its right to convert the Preferred Stock at $0.69 per share of Common Stock; and (iii) the conversion price of the Preferred Stock was not readjusted due to any subsequent rescission of the Stock Options. A copy of the Motion is filed as Exhibit 20. ---------- 4 At the hearing held on March 29, 2001, described below, Pooled Equity agreed that Greenbriar had redeemed an additional 1,897 shares of Series G Preferred on April 14, 2000, and that the correct number of shares of Common Stock to be issued to Pooled Equity as of October 30, 2000, was 27,475,362. ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 17 of 123 Pages ----------------------------------------------------------------------------- On March 29, 2001, the District Court held a hearing on Pooled Equity's Motion. At the end of the hearing, the District Court granted Pooled Equity's motion on all counts. On April 5, 2001, the District Court entered an order (the "Order") granting the Motion. A copy of the Order is attached hereto as Exhibit 21. On August 1, 2001, Pooled Equity and Greenbriar entered into a Master Settlement Agreement (the "Settlement"). A copy of the Settlement is attached hereto as Exhibit 22. Under the terms of the Settlement, Greenbriar will repurchase all of Pooled Equity's ownership interests in Greenbriar, and Pooled Equity will release all claims in exchange for $4,000,000 in cash and the conveyance of 11 assisted living properties out of the 25 owned and operated by Greenbriar, subject to any indebtedness thereon. Greenbriar will then release Pooled Equity from all claims. In addition, certain stockholders of Greenbriar have entered into a consent agreement (the "Consent), pursuant to which such holders consented to the Settlement and such holders have given Pooled Equity an irrevocable proxy and power of attorney to vote their shares of Common Stock - a total of 4,729,157 shares - with respect to any matter related to the Settlement that is presented to Greenbriar's stockholders for a vote. A copy of the Consent, including a Form of Irrevocable Proxy and Power of Attorney, is attached hereto as Exhibit 23. The closing of the Settlement is expected to occur by the end of the third quarter of 2001. ITEM 4. PURPOSE OF THE TRANSACTION. The transactions described in Item 3 above occurred as a result of privately negotiated transactions with Greenbriar. In each case, Lone Star acquired the Preferred Stock and the Common Stock issuable upon conversion thereof and Terlingua acquired the Terlingua Shares for investment purposes. As described above, upon closing the Settlement, Pooled Equity will have disposed of all of its shares of Greenbriar Common Stock. Terlingua, Hudson, Associates, Advisors and Grayken will continue to beneficially own 2,200 shares of Greenbriar Common Stock. Other than in connection with the Settlement, none of Pooled Equity, Terlingua or any Control Person has any present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Upon closing the Settlement, none of Pooled Equity, GenPar, Lone Star, Partner or Management will beneficially own any shares of Common Stock as described above. Upon closing the Settlement, Terlingua, Hudson, Associates, Advisors and Grayken each will, until such shares are otherwise sold or transferred, beneficially own and have the sole power to vote and dispose of 2,200 shares of Common Stock as described above (approximately 0.03% of the shares of Common Stock based on the information as to the number of shares of Common Stock outstanding on May 14, 2001, as reported in Greenbriar's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001). Prior to closing the Settlement, Pooled Equity, GenPar, Lone Star, Partner, and Management each beneficially owns and has the sole power to vote and dispose of 27,475,362 shares of Common Stock as described above (approximately 79.1% of the shares of Common Stock based on the information as to the number of shares of Common Stock outstanding on May 14, 2001, as reported ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 18 of 123 Pages ----------------------------------------------------------------------------- in Greenbriar's Quarterly Report on Form 10-Q for the period ended March 31, 2001). Hudson, Associates, Advisors and Grayken each beneficially owns and has the sole power to vote and dispose of 27,477,562 shares of Common Stock as described above (approximately 79.1% of the shares of Common Stock based on the information as to the number of shares of Common Stock outstanding on May 14, 2001, as reported in Greenbriar's Quarterly Report on Form 10-Q for the period ended March 31, 2001). Terlingua beneficially owns and has the sole power to vote and dispose of 2,200 shares of Common Stock as described above (approximately 0.03% of the shares of Common Stock based on the information as to the number of shares of Common Stock outstanding on May 14, 2001, as reported in Greenbriar's Quarterly Report on Form 10-Q for the period ended March 31, 2001). Except as described in Item 3, none of Pooled Equity, Terlingua or any Control Person has effected any transaction in any shares of Common Stock during the past sixty days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than as described in this Schedule 13D, none of Pooled Equity, Terlingua or any Control Person has any contracts, arrangements, understandings or relationships with any person with respect to any securities of Greenbriar. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Stock Purchase Agreement dated as of December 31, 1997 between Greenbriar and Lone Star. 2. Certificate of Voting Powers, Designations, Preferences and Relative, Participating, Optional or Other Special Rights of Series F Senior Convertible Preferred Stock of Greenbriar Corporation. 3. Certificate of Voting Powers, Designations, Preferences and Relative, Participating, Optional or Other Special Rights of Series G Senior Non-Voting Convertible Preferred Stock of Greenbriar Corporation. 4. Registration Rights Agreement dated as of January 13, 1998 between Greenbriar and Lone Star. 5. Agreement dated as of December 31, 1997 between Greenbriar and Lone Star. 6. Letter Agreement dated as of January 31, 2000 between LSOF Greenbriar and Greenbriar. 7. Letter Agreement dated as of February 4, 2000 between LSOF Greenbriar and Greenbriar. 8. Assignment of Rights dated March 1, 2000 between LSOF Greenbriar and Pooled Equity. 9. Letter Agreement dated as of April 14, 2000 between Pooled Equity and Greenbriar. 10. Notice of Conversion dated as of October 30, 2000 from Pooled Equity to Greenbriar. 11. Pooled Equity's Original Petition (Cause No. 00-08824-I), filed on November 3, 2000, in State District Court, Dallas County, Texas. ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 19 of 123 Pages ----------------------------------------------------------------------------- 12. Greenbriar's Original Answer and Counterclaim, filed on November 20, 2000, in State District Court, Dallas County, Texas. 13. Notice of Default, dated December 5, 2000. 14. Make Whole Letter, dated December 5, 2000. 15. Second Notice of Default, dated January 12, 2001. 16. Observer Notice, dated January 12, 2001. 17. Mandatory Conversion Notice, dated January 13, 2001. 18. Mandatory Conversion Notice, dated January 13, 2001. 19. Mandatory Conversion Response Letter, dated January 15, 2001. 20. Motion, dated February 8, 2001. 21. Order, dated April 5, 2001. 22. Master Settlement Agreement dated as of August 1, 2001, among Greenbriar Corporation, the Assignors named therein, and LSOF Pooled Equity, L.P. 23. Consent Agreement dated as of August 1, 2001, by and among LSOF Pooled Equity, L.P. and certain Stockholders. 24. Joint Filing Agreement dated August 2, 2001, by and among LSOF Pooled Equity, L.P., Terlingua Advisors, Inc., LSOF GenPar, Inc., Lone Star Opportunity Fund, L.P., Lone Star Partner, L.P., Lone Star Management Co., Ltd., Hudson Advisors, L.L.C., Hudson Advisors Associates, L.P., Advisors GenPar, Inc. and John P. Grayken. Page 20 of 123 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: August 2, 2001 LSOF POOLED EQUITY, L.P. By: LSOF GenPar, Inc., its General Partner By: /s/ J.D. Dell ----------------------------------- J.D. Dell Vice President Date: August 2, 2001 LSOF GENPAR, INC. By: /s/ J.D. Dell ------------------------------------------ J.D. Dell Vice President Date: August 2, 2001 LONE STAR OPPORTUNITY FUND, L.P. By: Lone Star Partner, L.P., its General Partner By: Lone Star Management Co., Ltd., its General Partner By: /s/ J.D. Dell ----------------------------- J.D. Dell Vice President Page 21 of 123 Date: August 2, 2001 LONE STAR PARTNER, L.P. By: Lone Star Management Co., Ltd., its General Partner By: /s/ J.D. Dell ----------------------------------- J.D. Dell Vice President Date: August 2, 2001 LONE STAR MANAGEMENT CO., LTD. By: /s/ J.D. Dell ------------------------------------------ J.D. Dell Vice President Date: August 2, 2001 HUDSON ADVISORS, L.L.C. By: /s/ Steven R. Shearer ------------------------------------------ Steven R. Shearer Vice President Date: August 2, 2001 TERLINGUA ADVISORS, INC. By: /s/ Steven R. Shearer ------------------------------------------ Steven R. Shearer Vice President Date: August 2, 2001 ADVISORS GENPAR, INC. By: /s/ J.D. Dell ------------------------------------------ J.D. Dell Vice President Page 22 of 123 Date: August 2, 2001 HUDSON ADVISORS ASSOCIATES, L.P. By: Advisors GenPar, Inc. its General Partner By: /s/ J.D. Dell ----------------------------------- J.D. Dell Vice President Date: August 2, 2001 /s/ John P. Grayken --------------------------------------------- John P. Grayken Page 23 of 123 EXHIBIT INDEX 99.1 Stock Purchase Agreement dated as of December 31, 1997 between Greenbriar and Lone Star. (1) 99.2 Certificate of Voting Powers, Designations, Preferences and Relative, Participating, Optional or Other Special Rights of Series F Senior Convertible Preferred Stock of Greenbriar Corporation. (1) 99.3 Certificate of Voting Powers, Designations, Preferences and Relative, Participating, Optional or other Special Rights of Series G Senior Non-Voting Convertible Preferred Stock of Greenbriar Corporation. (1) 99.4 Registration Rights Agreement dated as of January 13, 1998 between Greenbriar and Lone Star. (1) 99.5 Agreement dated as of December 31, 1997 between Greenbriar and Lone Star. (1) 99.6 Letter Agreement dated January 31, 2000 between LSOF Greenbriar and Greenbriar. (2) 99.7 Letter Agreement dated February 4, 2000 between LSOF Greenbriar and Greenbriar. (2) 99.8 Assignment of Rights dated March 1, 2000 between LSOF Greenbriar and Pooled Equity. (2) 99.9 Letter Agreement dated April 14, 2000 between Pooled Equity and Greenbriar. (3) 99.10 Notice of Conversion dated as of October 30, 2000 from Pooled Equity to Greenbriar. (4) 99.11 Pooled Equity's Original Petition (Cause No. 00-08824-I), filed on November 3, 2000, in State District Court, Dallas County, Texas. (5) 99.12 Greenbriar's Original Answer and Counterclaim, filed on November 20, 2000, in State District Court, Dallas County, Texas. (6) 99.13 Notice of Default, dated December 5, 2000. (6) 99.14 Make Whole Letter, dated December 5, 2000. (6) 99.15 Second Notice of Default, dated January 12, 2001. (6) 99.16 Observer Notice, dated January 12, 2001. (6) 99.17 Mandatory Conversion Notice, dated January 13, 2001. (6) 99.18 Mandatory Conversion Notice, dated January 13, 2001. (6) 99.19 Mandatory Conversion Response Letter, dated January 15, 2001. (6) 99.20 Motion, dated February 8, 2001. (7) Page 24 of 123 99.21 Order, dated April 5, 2001. (8) 99.22 Master Settlement Agreement dated as of August 1, 2001 among Greenbriar Corporation, the Assignors named herein, and LSOF Pooled Equity, L.P. (8) 99.23 Consent Agreement dated as of August 1, 2001, by and among LSOF Pooled Equity, L.P. and certain Stockholders. (8) 99.24 Joint Filing Agreement dated August 2, 2001, by and among LSOF Pooled Equity, L.P., Terlingua Advisors, Inc., LSOF GenPar, Inc., Lone Star Opportunity Fund, L.P., Lone Star Partner, L.P., Lone Star Management Co., Ltd., Hudson Advisors, L.L.C., Hudson Advisors Associates, L.P., Advisors GenPar, Inc. and John P. Grayken. (8) (1) Incorporated by reference to the Schedule 13D filed on behalf of Lone Star Opportunity Fund, L.P. on January 22, 1998. (2) Incorporated by reference to the Schedule 13D (Amendment No. 1) filed on behalf of LSOF Pooled Equity, L.P. on April 6, 2000. (3) Incorporated by reference to the Schedule 13D (Amendment No. 2) filed on behalf of LSOF Pooled Equity, L.P. on March 3, 2000. (4) Incorporated by reference to the Schedule 13D (Amendment No. 3) filed on behalf of LSOF Pooled Equity, L.P. on November 2, 2000. (5) Incorporated by reference to Schedule 13D (Amendment No. 4) filed on behalf of LSOF Pooled Equity, L.P. on November 3, 2000. (6) Incorporated by reference to Schedule 13D (Amendment No. 5) filed on behalf of LSOF Pooled Equity, L.P. on January 25, 2001. (7) Incorporated by reference to Schedule 13D (Amendment No. 6) filed on behalf of LSOF Pooled Equity, L.P. on April 4, 2001. (8) Filed herewith. Page 25 of 123 SCHEDULE I ---------- Instruction C. Information for (a) directors and executive officers of GenPar, Terlingua, Management and Advisors and (b) the officers and member of Hudson. OFFICERS AND DIRECTORS OF GENPAR Name: John P. Grayken Present Principal Occupation or Employment: President and Sole Director Business Address: 50 Welbeck Street London, United Kingdom WIM 7HE Name: J.D. Dell Present Principal Occupation or Employment: President Business Address: LSOF GenPar, Inc. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 Name: Benjamin D. Velvin, III Present Principal Occupation or Employment: Vice President and Assistant Secretary Business Address: LSOF GenPar, Inc. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 Name: Louis Paletta Present Principal Occupation or Employment: Vice President Business Address: LSOF GenPar, Inc. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 Page 26 of 123 OFFICERS AND DIRECTORS OF MANAGEMENT Name: John P. Grayken Present Principal Occupation or Employment: President and Sole Director Business Address: 50 Welbeck Street London, United Kingdom W1M 7HE Name: J.D. Dell Present Principal Occupation or Employment: Vice President Business Address: Lone Star Management Co., Ltd. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 Name: Louis Paletta Present Principal Occupation or Employment: Vice President Business Address: Lone Star Management Co., Ltd. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 Name: Benjamin D. Velvin III Present Principal Occupation or Employment: Vice President and Assistant Secretary Business Address: Lone Star Management Co., Ltd. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 Page 27 of 123 OFFICERS AND DIRECTORS OF ADVISORS Name: Robert J. Corcoran Present Principal Occupation or Employment: President Business Address: Advisors GenPar, Inc. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 Name: Benjamin D. Velvin, III Present Principal Occupation or Employment: Vice President Business Address: Advisors GenPar, Inc. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 Name: J.D. Dell Present Principal Occupation or Employment: Vice President Business Address: Advisors GenPar, Inc. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 Name: John P. Grayken Present Principal Occupation or Sole Director Employment: Business Address: 50 Welbeck Street London, United Kingdom WIM 7HE Page 28 of 123 OFFICERS AND MEMBER OF HUDSON Name: Robert J. Corcoran Present Principal Occupation or Employment: President and Chief Financial Officer Business Address: Hudson Advisors, L.L.C. 600 North Pearl Street Suite 1500 Dallas, Texas 75201 Name: J.D. Dell Present Principal Occupation or Employment: Executive Vice President Business Address: Hudson Advisors, L.L.C. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 Name: Steven R. Shearer Present Principal Occupation or Vice President Employment: Business Address: Hudson Advisors, L.L.C. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 Name: Hudson Advisors Associates, L.P. Present Principal Occupation or Employment: Managing Member Business Address: Hudson Advisors, L.L.C. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 Page 29 of 123 OFFICERS AND DIRECTORS OF TERLINGUA Name: Robert J. Corcoran Present Principal Occupation or Employment: Director and President Business Address: Terlingua Advisors, Inc. 600 North Pearl Street Suite 1500 Dallas, Texas 75201 Name: J.D. Dell Present Principal Occupation or Employment: Director and Vice President Business Address: Terlingua Advisors, Inc. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 Name: Steven R. Shearer Present Principal Occupation or Employment: Vice President Business Address: Terlingua Advisors, Inc. 600 North Pearl Street Suite 1500 Dallas, Texas 75201 Name: Len W. Allen, Jr. Present Principal Occupation or Employment: Vice President Business Address: Terlingua Advisors, Inc. 600 North Pearl Street Suite 1550 Dallas, Texas 75201