<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Regent Assisted Living, Inc.
----------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
758949 10 1
-----------
(CUSIP Number)
Kevin C. Uebelein
The Prudential Insurance Company
of America
Prudential Plaza
751 Broad Street
Newark, NJ 07102-3777
(212) 753-0901
-------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 16, 1996
-----------------
(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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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).
(Continued on following page(s))
Page 1 of 16
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 758949 10 1 PAGE 2 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Prudential Private Equity Investors III, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
4,899,667 shares of Common Stock; 1,666,667 shares
OWNED BY upon conversion of 1,283,785 shares of Series A
Preferred Stock and 382,882 shares of Series B
Preferred Stock held by the Reporting Person , which
are convertible into Common Stock on a 1-for-1 basis,
subject to adjustment; and 3,233,000 shares held by
Walter C. Bowen which are subject to a Stockholders'
Agreement with the Reporting Person.
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,666,667 shares of Common Stock upon conversion of
1,283,785 shares of Series A Preferred Stock and
382,882 shares of Series B Preferred Stock held by
the Reporting Person, which are convertible into
Common Stock on a 1-for-1 basis, subject to
adjustment.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,666,667 shares of Common Stock upon conversion of 1,283,785 shares of
Series A Preferred Stock and 382,882 shares of Series B Preferred Stock
held by the Reporting Person, which are convertible into Common Stock on a
1-for-1 basis, subject to adjustment.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
Excludes 3,233,000 shares of Common Stock held by Walter C. Bowen, which
are subject to a Stockholders' Agreement with PPEI. [X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.46%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 758949 10 1 PAGE 3 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prudential Equity Investors, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
New York
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
-0-
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 758949 10 1 PAGE 4 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Prudential Insurance Company of America
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
New Jersey
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
-0-
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO, IC
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 758949 10 1 PAGE 5 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Cornerstone Equity Investors, L.L.C.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
4,899,667 shares of Common Stock; 1,666,667 shares
OWNED BY upon conversion of 1,283,785 shares of Series A
Preferred Stock and 382,882 shares of Series B
Preferred Stock held by PPEI, which are convertible
into Common Stock on a 1-for-1 basis, subject to
adjustment; and 3,233,000 shares held by
Walter C. Bowen which are subject to a Stockholders'
Agreement with the PPEI.
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,666,667 shares of Common Stock upon conversion of
1,283,785 shares of Series A Preferred Stock and
382,882 shares of Series B Preferred Stock held by
PPEI, which are convertible into Common Stock on a
1-for-1 basis, subject to adjustment.
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
-0-
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
Excludes 1,666,667 shares of Common Stock upon conversion of 1,283,785
shares of Series A Preferred Stock and 382,882 shares of Series B
Preferred Stock held by PPEI, which are convertible into Common Stock on a
1-for-1 basis, subject to adjustment and 3,233,000 shares of Common Stock
held by Walter C. Bowen, which are subject to a Stockholders' Agreement
with PPEI. [X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
26.46%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO
- ------------------------------------------------------------------------------
<PAGE>
Amendment No. 2 to Statement on Schedule 13D
--------------------------------------------
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend and restate their Amendment No. 1 to Statement on
Schedule 13D dated January 17, 1997 ("Amendment No. 1"), relating to the Common
Stock of Regent Assisted Living, Inc. (the "Issuer"). Amendment No. 1 amended
the Schedule 13D dated December 23, 1996, of the undersigned. Prudential Private
Equity Investors III, L.P. acquired Common Stock of the Issuer on December 16,
1996.
ITEM 1. SECURITY AND ISSUER
This statement (this "Statement") relates to the common stock, no par value
per share (the "Common Stock"), of Regent Assisted Living, Inc. (the "Issuer").
The principal executive office of the Issuer is 121 S.W. Morrison, Suite 1000,
Portland, OR 97204.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement constitutes the Transaction Statement on Schedule 13D of
(i) Prudential Private Equity Investors III, L.P., a Delaware limited
partnership ("PPEI"), (ii) Prudential Equity Investors, Inc., a New York
corporation and the sole general partner of PPEI ("PEI"), (iii) the Prudential
Insurance Company of America, a New Jersey corporation ("PIC"), and (iv)
Cornerstone Equity Investors, L.L.C., a Delaware limited liability company and
an investment advisor to PEI and PIC ("Cornerstone") (collectively, the
"Reporting Persons") with respect to the acquisition by PPEI of shares of Common
Stock of the Issuer. PEI is an indirect, wholly-owned subsidiary of PIC.
Information with respect to each of the Reporting Persons is given solely
by such Reporting Person, and no Reporting Person has responsibility for the
accuracy or completeness of the information supplied by another Reporting
Person. By its signature on this Statement, each Reporting Person agrees that
this statement is filed on behalf of such Reporting Person.
Certain information required by Item 2 concerning directors and executive
officers of PEI PIC and Cornerstone is set forth on Schedule A hereto, which
Schedule A is incorporated herein by reference.
The Reporting Persons may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act").
The Reporting Persons disclaim that they have agreed to act as a group other
than as described in this Statement.
(b) The address of the principal business office of each Reporting Person
is as follows:
Reporting Person Address
---------------- -------
PPEI and Cornerstone 717 Fifth Avenue
New York, New York 10022
PIC and PEI Prudential Plaza
751 Broad Street
Newark, New Jersey 07102
(c) PPEI is a limited partnership engaged in the business of venture
capital investment. PEI is the sole general partner of PPEI. PEI is a management
company and an indirect, wholly-owned subsidiary of PIC. PIC is an insurance
company. Cornerstone is a limited liability company and an investment advisor to
PEI and PIC.
Page 6 of 16
<PAGE>
(d) During the past five years, none of the Reporting Persons, and to the
knowledge of each Reporting Person, none of the executive officers or directors
of such Reporting Persons, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons, and to the
knowledge of each Reporting Person, none of the executive officers or directors
of such Reporting Person, has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which such
person 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) PPEI is a Delaware limited partnership. PEI is a New York corporation.
PIC is a New Jersey corporation. Cornerstone is a Delaware limited liability
company. To the knowledge of PEI, PIC and Cornerstone, each executive officer,
director or member, as the case may be, of such Reporting Person is a citizen of
the United States, except that Mr. Thomson, a director of PIC, is a citizen of
Canada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Equity capital of PPEI was provided to PPEI by its general partner and its
limited partners for the purpose of purchasing the Series A Preferred Stock and
the Series B Preferred Stock (collectively, the "Preferred Stock") of the Issuer
reported herein.
ITEM 4. PURPOSE OF TRANSACTION
PPEI acquired and is holding the Issuer's Preferred Stock convertible into
Common Stock for investment purposes and without the intention of effecting a
change in control of the Company. Notwithstanding the foregoing, depending on
market conditions, PPEI may choose to acquire additional Common Stock or dispose
of some of its Common Stock. None of the Reporting Persons, or to the best
knowledge of any of the Reporting Persons, any person identified on Schedule A
has any plans or proposals that would result in or relate to any of the
transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) PPEI owns 1,283,785 shares of Series A Preferred Stock and 382,882
shares of Series B Preferred Stock of the Issuer, each of which is convertible
at any time on a 1-for-1 basis into Common Stock of the Issuer, subject to
adjustment. Upon full conversion of the Preferred Stock at the initial
conversion price, PPEI will own 26.46% of the issued and outstanding shares of
Common Stock as of December 16, 1996.
PEI disclaims beneficial ownership of any equity securities of the Issuer
other than indirect beneficial ownership through PPEI, of which it is the sole
general partner.
PIC disclaims beneficial ownership of any equity securities of the Issuer
other than indirect beneficial ownership through PEI, which is a wholly-owned
subsidiary of PIC.
Cornerstone disclaims beneficial ownership of any equity securities of the
Issuer.
(b) PPEI has the sole or shared power to vote, direct the vote, dispose or
direct the disposition of any of the Common Stock specified above in (a). In
addition, PPEI is party to a Stockholders Agreement with Walter C. Bowen
("Bowen"), pursuant to which PPEI and Bowen
Page 7 of 16
<PAGE>
have agreed to vote their shares for certain persons nominated by PPEI and Bowen
as directors and pursuant to which Bowen has agreed not to vote his shares of
Common Stock in favor of a merger, dissolution or stock option plan of the
Issuer without the consent of PPEI. As a result of this Stockholders Agreement,
PPEI may be deemed to be beneficial owner of Bowen's 3,233,000 shares of Common
Stock which are subject to the Stockholders Agreement. PPEI disclaims
beneficial ownership of such shares, and the filing of this Amendment shall not
be construed as an admission that PPEI is, for the purposes of Section 13(d) or
13(g) of the Act, the beneficial owner of any shares held by Bowen.
Cornerstone is party to an Investment Advisor Agreement with PEI and PIC,
pursuant to which it has the authority to direct the voting and disposition of
PPEI's Common Stock specified above in (a). As a result of this Investment
Advisor Agreement, Cornerstone may be deemed to be beneficial owner of PPEI's
Common Stock specified above in (a). Cornerstone disclaims beneficial ownership
of such shares, and the filing of this Amendment shall not be construed as an
admission that Cornerstone is, for the purposes of Section 13(d) or 13(g) of the
Act, the beneficial owner of any shares held by PPEI. In addition, as a result
of the Stockholders Agreement between PPEI and Bowen, Cornerstone may be deemed
to be beneficial owner of Bowen's 3,233,000 shares of Common Stock which are
subject to the Stockholders Agreement. Cornerstone disclaims beneficial
ownership of such shares, and the filing of this Amendment shall not be
construed as an admission that Cornerstone is, for the purposes of Section 13(d)
and 13(g) of the Act, the beneficial owner of any shares held by Bowen.
(c) None of the Reporting Persons has effected any transactions in the
Common Stock during the past 60 days.
(d) [Not applicable.]
(e) [Not applicable.]
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
PPEI entered into a Preferred Stock and Warrant Purchase Agreement (the
"Purchase Agreement") with the Issuer dated as of December 16, 1996 whereby PPEI
purchased Preferred Stock of the Issuer. The Preferred Stock is convertible into
Common Stock on a 1-for-1 basis at a price of $6.00 per share, subject to
adjustment, as provided in the Restated Articles of Incorporation, as amended,
of the Issuer. The holders of Series A Preferred Stock (the "Series A Holders")
shall be entitled to vote on all matters submitted to the stockholders for a
vote, together with the holders of the Common Stock, voting together as a single
class, with each share of Common Stock entitled to one vote per share and each
share of Series A Preferred Stock entitled to one vote for each share of Common
Stock issuable upon conversion of the Series A Preferred Stock. The holders of
Series B Preferred Stock shall have no voting rights. The foregoing description
of the Purchase Agreement is qualified by reference to such Purchase Agreement,
a copy of which is filed as Exhibit II hereto and is incorporated herein by
reference.
PPEI also entered into a Registration Agreement (the "Registration
Agreement") with the Issuer dated as of December 16, 1996. The Registration
Agreement gives PPEI the right to require the Issuer to register the Common
Stock acquirable upon conversion of the Preferred Stock pursuant to the
Securities Act of 1933, as amended (the "Securities Act") at any time, so long
as such request is approved by persons holding at least 66.67% of the
Registrable Securities, as defined in the Registration Rights Agreement. PPEI
also has the right to require the Issuer to register such shares under certain
circumstances when the Issuer otherwise files a registration statement pursuant
to the Securities Act. The foregoing description of the Registration Agreement
is qualified by reference to such Registration Agreement, a copy of which is
filed as Exhibit IV hereto and is incorporated herein by reference.
Page 8 of 16
<PAGE>
PPEI also entered into a Stockholders Agreement (the "Stockholders
Agreement") with the Issuer and Walter C. Bowen dated as of December 16, 1996.
Pursuant to the terms of the Stockholders Agreement, PPEI and Walter C. Bowen
("Bowen") have agreed to vote for two representatives recommended by PPEI and
two members of the Issuer's management recommended by Bowen for positions on
Issuer's board of directors. Bowen has also agreed not to vote his shares to
approve a merger, dissolution or stock option plan of the Issuer without the
consent of PPEI. The foregoing description of the Stockholders Agreement is
qualified by reference to such Stockholders Agreement, a copy of which is filed
as Exhibit V hereto and is incorporated herein by reference.
Cornerstone entered into an Investment Advisory Agreement (the "Investment
Advisory Agreement") with PEI and PIC dated as of July 19, 1996. The Investment
Advisory Agreement gives Cornerstone the authority to direct the voting and
disposition of any securities, including the Preferred Stock and Common Stock of
the Issuer, owned by PPEI. The authority granted to Cornerstone pursuant to the
Investment Advisory Agreement are subject to the right of PEI and PIC to
restrict or terminate such authority at any time.
Page 9 of 16
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
I Joint Filing Agreement, dated April 30, 1997 among Prudential
Private Equity Investors III, L.P., Prudential Equity Investors,
Inc., Prudential Insurance Company of America and Cornerstone
Equity Investors, L.L.C.
II* Preferred Stock and Warrant Purchase Agreement dated December
16, 1996.
IV* Registration Agreement dated December 16, 1996.
V* Stockholders Agreement dated December 16, 1996.
</TABLE>
*Exhibits previously filed.
Page 10 of 16
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: July 11, 1997
PRUDENTIAL PRIVATE EQUITY INVESTORS III, L.P.
By: /s/ Kevin C. Uebelein
-----------------------------------------
Name: Kevin C. Uebelein
Title: President
PRUDENTIAL EQUITY INVESTORS, INC.
By: /s/ Kevin C. Uebelein
-----------------------------------------
Name: Kevin C. Uebelein
Title: President
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: /s/ Kevin C. Uebelein
-----------------------------------------
Name: Kevin C. Uebelein
Title: Vice President
CORNERSTONE EQUITY INVESTORS, L.L.C.
By: /s/ Dana J. O'Brien
-----------------------------------------
Name: Dana J. O'Brien
Title: Senior Managing Director
Page 11 of 16
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Exhibit Name Page No.
- ----------- ------------------------------------------------------ --------
I Joint Filing Agreement dated as of April 30, 1997 by
and among Prudential Private Equity Investors III,
L.P., Prudential Equity Investors, Inc., Prudential
Insurance Company of America and Cornerstone Equity
Investors, L.L.C.
II* Preferred Stock and Warrant Purchase Agreement dated
as of December 16, 1996 between Regent Assisted Living,
Inc. and Prudential Private Equity Investors III, L.P.
IV* Registration Agreement dated as of December 16, 1996
by and among Regent Assisted Living, Inc. and
Prudential Private Equity Investors III, L.P.
V* Stockholders Agreement dated as of December 16, 1996
between Regent Assisted Living, Inc., Prudential
Private Equity Investors, L.P. and Walter C. Bowen.
*Exhibits previously filed.
Page 12 of 16
<PAGE>
SCHEDULE A
Additional information required by Item 2 of Schedule 13D.
Set forth below is the name and business address of each executive officer
or director of PEI, Cornerstone and PIC.
DIRECTORS AND EXECUTIVE OFFICERS OF PRUDENTIAL EQUITY INVESTORS, INC.
---------------------------------------------------------------------
Directors*
---------
Mary Jane Flaherty
John R. Strangfeld
Kevin C. Uebelein
Executive Officers*
------------------
Kevin C. Uebelein
Peter Eckert
*The business address of each officer and director listed above is c/o
Prudential Insurance Company of America, Prudential Plaza, 8 Campus Drive, 4th
Floor, Arbor Circle South, Parsippany, NJ 07054. The principal occupation of
each officer named above is as an employee of PIC.
MEMBERS OF CORNERSTONE EQUITY INVESTORS, L.L.C.**
-----------------------------------------------
Dana J. O'Brien
Mark Rossi
Robert A. Knox
**The business address of each member listed above is 717 Fifth Avenue, New
York, NY, 10022.
Page 13 of 16
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS OF THE
---------------------------------------
PRUDENTIAL INSURANCE COMPANY OF AMERICA
---------------------------------------
<S> <C> <C>
Directors
- ---------
Name Principal Occupation Title Address
- --------------------------- -------------------------- ---------------------------------
Franklin E. Agnew Business Consultant USX Tower
Suite 660
600 Grant Street
Pittsburgh, PA 15219
Frederic K. Becker President Wilentz Goldman & Spitzer
90 Woodbridge Center Drive
Suite 900
Woodbridge, NJ 07095
William W. Boeschenstein Former Chairman & CEO Owens-Corning Fiberglas
Corporation
One Seagate, Suite 1530
Toledo, OH 43604
James G. Cullen Vice Chairman Bell Atlantic Corp.
1310 North Court House Road
11th Floor
Arlington, VA 22201
Carolyne K. Davis Health Care Advisor Ernst & Young
1225 Connecticut Avenue, NW
Washington, DC 20036
Roger A. Enrico Chief Executive Officer PepsiCo
700 Anderson Hill Road
Purchase, NY 10577
Allan D. Gilmour Former Vice Chairman, The Prudential Insurance
Ford Motor Company Company of America
751 Broad Street
Newark, NJ 07102-3777
William H. Gray III President and CEO United Negro College Fund, Inc.
8260 Willow Oaks Corp. Drive
P.O. Box 10444
Fairfax, VA 22031-4511
Jon F. Hanson Chairman Hampshire Management Company
235 Moore Street, Suite 200
Hackensack, NJ 07601
Glen H. Hiner Chairman and Chief Owens Corning
Executive Officer, Owens One Owens Corning Parkway
Corning Toledo, OH 43659
Constance J. Horner Guest Scholar The Brookings Institution
1775 Massachusetts Avenue, NW
Washington, DC 20036-2188
- ----------------------------------------------------------------------------------------
Page 14 of 16
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name Principal Occupation Title Address
- --------------------------- -------------------------- ---------------------------------
<S> <C> <C>
Gaynor N. Kelley Retired Chairman and The Prudential Insurance
Chief Executive Officer, Company of America
The Perkin Elmer 751 Broad Street
Corporation Newark, NJ 07102-3777
Burton G. Malkiel Professor Princeton University
Dept. of Economics
110 Fisher Hall
Prospect Avenue
Princeton, NJ 08544-1021
Arthur F. Ryan Chairman, CEO and The Prudential Insurance
President Company of America
751 Broad Street
Newark, NJ 07102-3777
Ida F. S. Schmertz Principal Investment The Prudential Insurance
Strategies International Company of America
751 Broad Street
Newark, NJ 07102-3777
Charles R. Sitter Former President Exxon Corporation
5959 Las Colinas Boulevard
Irving, TX 75039-2298
Donald L. Staheli Chairman and CEO Continental Grain Company
277 Park Avenue
New York, NY 10172
Richard M. Thomson Chairman and CEO The Toronto-Dominion Bank
P.O. Box 1
Toronto-Dominion Centre
Toronto, Ontario
Canada M5K 1A2
James A. Unruh Chairman and CEO Unisys Corporation
Township Line and Union
Meeting Roads
P.O. Box 500
Blue Bell, PA 19424-0001
P. Roy Vagelos, M.D. Former Chairman and Merck & Co., Inc.
CEO One Crossroads Drive
Building A, 3rd Floor
Bedminster, NJ 07921
Stanley C. Van Ness, Esq. Counselor at Law Picco Herbert Kennedy
One State Street Square
Suite 1000
Trenton, NJ 08607-1388
Paul A. Volcker Chairman and CEO Bankers Trust Co., Inc.
599 Lexington Avenue
New York, NY 10022
- ----------------------------------------------------------------------------------------
Page 15 of 16
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Name Principal Occupation Title Address
- --------------------------- -------------------------- ---------------------------------
Joseph H. Williams Director The Williams Companies, Inc.
One Williams Center
Tulsa, OK 74172
Executive Officers
- ------------------
Arthur F. Ryan Chairman of the Board, The Prudential Insurance
Chief Executive Officer Company of America
and President Prudential Plaza
751 Broad Street
Newark, NJ 07102-3777
E. Michael Caulfield Chief Executive Officer, The Prudential Insurance
Money Management Company of America
Group Prudential Plaza
751 Broad Street
Newark, NJ 07102-3777
Mark B. Grier Chief Financial Officer The Prudential Insurance
Company of America
Prudential Plaza
751 Broad Street
Newark, NJ 07102-3777
John V. Scicutella Operations and Systems The Prudential Insurance
Executive Officer Company of America
Prudential Plaza
751 Broad Street
Newark, NJ 07102-3777
William F. Yelverton Chief Executive Officer, The Prudential Insurance
Individual Insurance Company of America
Group Prudential Plaza
751 Broad Street
Newark, NJ 07102-3777
Michele S. Darling Executive Vice President, The Prudential Insurance
Human Resources Company of America
751 Broad Street
Newark, NJ 07102-3777
Rodger Lawson Executive Vice President, The Prudential Insurance
Marketing and Planning Company of America
751 Broad Street
Newark, NJ 07102-3777
Steven Shulman President and Chief The Prudential Insurance
Executive Officer, Company of America
Prudential HealthCare 751 Broad Street
Group, L.L.C. Newark, NJ 07102-3777
- ----------------------------------------------------------------------------------------
Page 16 of 16
</TABLE>
<PAGE>
Exhibit I
AGREEMENT RE JOINT FILING OF
SCHEDULE 13D
____________
The undersigned agree as follows:
(i) Each of them is individually eligible to use the Schedule 13D to which
this Exhibit is attached, and such Schedule 13D is filed on behalf of each of
them; and
(ii) Each of them is responsible for the timely filing of such Schedule
13D and any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Date: April 30, 1997
PRUDENTIAL PRIVATE EQUITY INVESTORS III, L.P.
By: Prudential Equity Investors, Inc.
Its: General Partner
By: /s/ Kevin C. Uebelein
---------------------
Name: Kevin C. Uebelein
Title: President
PRUDENTIAL EQUITY INVESTORS, INC.
By: /s/ Kevin C. Uebelein
---------------------
Name: Kevin C. Uebelein
Title: President
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: /s/ Kevin C. Uebelein
---------------------
Name: Kevin C. Uebelein
Title: Vice President
CORNERSTONE EQUITY INVESTORS, L.L.C.
By: /s/ Dana J. O'Brien
-------------------
Name: Dana J. O'Brien
Title: Senior Managing Director
