UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of the earliest event reported): May 23, 1996
June 10, 1996
STERLING HOUSE CORPORATION
(Exact name of Registrant as specified in its charter)
1-14022
(Commission File Number)
Kansas 48-1097141
(State or other jurisdiction (IRS Employer
of incorporation) Identification Number)
453 S. Webb Road, Suite 500
Wichita, Kansas 67207
(Address of principal executive offices, including zip code)
316-684-8300
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events.
On May 23, 1996, Sterling House Corporation (the "Company") sold
at par $35.0 million of 6.75% convertible subordinated debentures (the
"Offering") due June 30, 2006. The debentures were sold in a private
placement to selected entities which qualified as either "accredited
investors" or as "qualified institutional buyers." The debentures are
convertible into shares of Common Stock of the Company at the conversion
price of $22.42 per share, which equates in aggregate to approximately
1,561,106 shares. The debentures are not redeemable prior to July 15, 1999,
then redeemable at the option of the Company at any time in whole or in part,
together with accrued and unpaid interest, in accordance with the following
schedule of redemption prices (expressed as a percentage of the principal
amount):
After Redemption
July 15, Price
________ _________
1999 102%
2000 101%
2001 and thereafter 100%
National Westminster Bank PLC, New York Branch, acted as Placement Agent on
behalf of the Company in connection with the Offering. The Company agreed to
(i) pay the Placement Agent a fee equal to 4.0% of the gross proceeds of the
Offering; (ii) indemnify the Placement Agent against certain liabilities; and
(iii) reimburse the Placement Agent for certain out-of-pocket expenses incurred
in connection with the Offering.
The Company intends to use the net proceeds of approximately $33.4 million from
the Offering for the development and construction and to a lesser extent, the
acquisition of additional assisted living residences.
The Company has agreed to use its best efforts, subject to the receipt of
necessary information from the purchasers, to cause a registration statement
with resect to the resale of the debentures and the shares of Common Stock
issuable upon conversion thereof from time to time to become effective not
later than November 19, 1996.
<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit
Number Exhibit Description
99.1 Sterling House Corporation press release dated
May 17, 1996 (form of notice of an offering of
securities not registered or required to be
registered under the Securities Act of 1933,
filed pursuant to Rule 135c(d) promulgated under
the Securities Act of 1933).
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Sterling House Corporation
By: /s/Timothy J. Buchanan
___________________________
Timothy J. Buchanan
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Dated: June 10, 1996
<PAGE>
Exhibit 99.1
FOR IMMEDIATE RELEASE
WICHITA, Kansas, May 17, 1996 - Sterling House Corporation (ASE:SGH) today
announced that it has entered into an agreement to sell at par $35.0 million
of 6.75% convertible subordinated debentures due 2006. The debentures,
noncallable for three years, will be convertible into common stock at a rate
of $22.42 per share, which equates to an aggregate of approximately 1,561,106
shares of the Company's Common Stock. The transaction is expected to close
on May 23, 1996. The Company intends to use the net proceeds from this
Offering for the construction and development of additional assisted living
residences.
Neither the debentures nor the common stock issuable upon conversion have
been registered under the United States Securities Act of 1933. Accordingly,
these securities may not be offered or sold in the United States or to any
U.S. person absent registration or an applicable exemption from the
registration requirements.
Sterling House Corporation is a long-term care provider offering a wide range
of assisted living care and services through the ownership, operation,
management and franchising of Sterling House assisted living residences.
This announcement is neither an offer to sell nor a solicitation of an offer
to buy any of these securities.
Contact: Sterling House Corporation
Timothy J. Buchanan, Chairman of the Board and CEO
Steven L. Vick, President and Director
(316) 684-8300
