SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
REGENT ASSISTED LIVING, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: Set forth the amount on which
the filing fee is calculated and state how it was determined.
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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REGENT ASSISTED LIVING, INC.
Bank of America Financial Center
121 S.W. Morrison Street, Suite 1000
Portland, Oregon 97204
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 6, 1997
To Our Shareholders:
The Annual Meeting of Shareholders of Regent Assisted Living, Inc. (the
"Company") will be held at 2:00 p.m. on Tuesday, May 6, 1997, at the U.S.
Bancorp Tower, 111 S.W. Fifth Avenue, 30th Floor, Portland, Oregon, for the
following purposes:
1. Electing two directors of the Company for a term of three years;
2. Amending the Company's 1995 Stock Incentive Plan to increase the number
of shares of the Company's Common Stock that may be issued pursuant to the plan
from 400,000 to 600,000; and
3. Transacting such other business as may properly come before the meeting.
Only holders of the Company's Common Stock at the close of business on
Wednesday, March 19, 1997, are entitled to notice of, and to vote at, the
meeting and any adjournments or postponements thereof. Shareholders may vote in
person or by proxy. A list of shareholders entitled to vote at the meeting will
be available for examination by shareholders at the time and place of the
meeting and, on or after April 7, 1997, at the offices of the Secretary of the
Company, Suite 1000, 121 S.W. Morrison Street, Portland, Oregon.
By Order of the Board of Directors,
STEVEN L. GISH
-----------------------------------
Steven L. Gish
Secretary
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING
IN PERSON, PLEASE MARK, SIGN, DATE, AND PROMPTLY RETURN YOUR PROXY IN THE
ENCLOSED ENVELOPE.
Portland, Oregon
April 10, 1997
<PAGE>
REGENT ASSISTED LIVING, INC.
Bank of America Financial Center
121 S.W. Morrison Street, Suite 1000
Portland, Oregon 97204
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PROXY STATEMENT
1997 Annual Meeting of Shareholders
-----------------------------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Regent Assisted Living, Inc. (the "Company") of
proxies to be voted at the 1997 Annual Meeting of Shareholders of the Company to
be held at 2:00 p.m. on Tuesday, May 6, 1997, at U.S. Bancorp Tower, 111 S.W.
Fifth Avenue, 30th Floor, Portland, Oregon, and at any adjournments or
postponements thereof. If proxies in the accompanying form are properly
executed, dated and returned prior to the voting at the meeting, the shares of
Common Stock represented thereby will be voted as instructed on the proxy. If no
instructions are given on a properly executed and returned proxy, the shares of
Common Stock represented thereby will be voted for election of the directors,
for the amendment of the 1995 Stock Incentive Plan as described in the Proxy
Statement and, in the discretion of the persons named in the proxy, on such
other business as may properly come before the meeting or any adjournments or
postponements thereof.
Any proxy may be revoked by a shareholder prior to its exercise upon
written notice to the Secretary of the Company, by delivering a duly executed
proxy bearing a later date, or by the vote of a shareholder cast in person at
the meeting. The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by mail, proxies may be solicited personally by the
Company's officers and regular employees or by telephone, facsimile transmission
or express mail. The Company will reimburse brokerage houses, banks and other
custodians, nominees and fiduciaries for their reasonable expenses incurred in
forwarding proxies and proxy material to beneficial owners of stock. This Proxy
Statement and the accompanying Notice of Annual Meeting and proxy card are first
being mailed to shareholders on or about April 11, 1997.
VOTING
Holders of record of the Company's Common Stock ("Common Stock") and Series
A Preferred Stock ("Series A Preferred Stock") at the close of business on
Wednesday, March 19, 1997, will be entitled to vote at the Annual Meeting or any
adjournments or postponements thereof. As of that date, there were 4,633,000
shares of Common Stock, and 1,283,785 shares of Series A Preferred Stock,
outstanding and entitled to vote. As of that date, there were also 382,882
shares of the Company's Series B Preferred Stock ("Series B Preferred Stock")
outstanding, which shares are not entitled to vote on the matters expected to be
presented at the Annual Meeting and are entitled to vote only on specific
categories of matters as set
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forth in the Company's Restated Articles of Incorporation, as amended (the
"Restated Articles"). On those matters on which the holders of Series B
Preferred Stock are entitled to vote, they vote together with the holders of the
Common Stock and the Series A Preferred Stock as a single class. Pursuant to the
Restated Articles, the shares of Common Stock and Series A Preferred Stock are
each entitled to one vote and vote as a single class on the matters expected to
be presented at the Annual Meeting. A majority of the outstanding shares of
Common Stock and Series A Preferred Stock, or 2,958,393 of these shares, will
constitute a quorum to act on the matters expected to be presented at the Annual
Meeting.
Shareholders are not entitled to cumulative voting in the election of
directors or on any other matter submitted to the shareholders for approval.
Abstentions and broker non-votes will be counted in determining whether a quorum
is present, but will not be counted either for or against a proposal at issue.
Walter C. Bowen, Chairman of the Board, President and Chief Executive Officer of
the Company, owns 3,250,500 shares of the Company's Common Stock, representing
51.6 percent of the votes entitled to be cast at the meeting, and he has
indicated that he intends to be present at the meeting and to vote in favor of
each of the matters to be considered at the meeting. Accordingly, the Company
believes that the election of each of the nominees for director set forth below
and the approval of Proposal 2, regarding the amendment of the Company's 1995
Stock Incentive Plan, are assured.
PROPOSAL 1. Election of two directors of the Company for a term of three years.
The Board of Directors is comprised of eight directors pursuant to the
Company's Restated Bylaws, as amended. The directors are divided into three
classes: Class I which is comprised of two directors; Class II which is
comprised of three directors; and Class III which is comprised of three
directors. Two directors are to be elected at the upcoming Annual Meeting of
Shareholders to fill all of the directorships in Class I. Thereafter, the term
of office of Class I will expire at the 2000 annual meeting of shareholders. The
term of office of Class II will expire at the 1998 annual meeting of
shareholders and the term of office of Class III will expire at the 1999 annual
meeting of shareholders.
Under Oregon law, if a quorum of shareholders is present at the 1997 Annual
Meeting, the two nominees for election of directors who receive the greatest
number of votes cast at the meeting will be elected directors. Abstentions and
broker non-votes will have no effect on the results of the vote. Unless marked
otherwise, proxies received will be voted FOR the election of each of the
nominees named below.
If any nominee is unable or unwilling to stand for election, the proxies
may be voted for a substitute nominee, designated by the proxy holders or by the
present Board of Directors to fill such vacancy, or for another nominee named
without nomination of a substitute, or the number of directors may be reduced
accordingly. The Board of Directors has no reason to believe that any of the
nominees will be unwilling or unable to serve if elected as a director.
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The Board of Directors recommends a vote FOR each of the nominees named below.
Steven L. Gish has served as Chief Financial Officer, Treasurer and
Secretary, and a Director of the Company, since August 1995. In 1991 Mr. Gish
became the Controller of the group of companies and businesses, including the
predecessor of the Company, owned or controlled by Walter C. Bowen, the founder,
President, and majority shareholder of the Company (the "Bowen Companies").
Prior to that time, Mr. Gish served as Treasurer and Controller of McCormick and
Baxter Creosoting Company, an industrial wood preservation company.
Dana J. O'Brien is a Senior Managing Director of Cornerstone Equity
Investors, L.L.C., a New York based investment firm formed in December 1996 to
provide investment management services to several investment funds. Cornerstone
is the investment advisor to Prudential Private Equity Investors III, L.P., the
holder of all of the Company's issued outstanding Series A and Series B
Preferred Stock. During the five year period preceding December 1996, Mr.
O'Brien served as Executive Vice President of Prudential Equity Investors, Inc.,
an investment management firm. Mr. O'Brien currently serves on the Board of
Directors of several private companies, including Specialty Hospitals of
America, Inc. and Guardian Care, Inc. Mr. O'Brien and Ms. Robinson (introduced
below) became Directors of the Company in December 1996 as a result of the
purchase by Prudential Private Equity Investors III, L.P. ("PPEI") of $10
million of the Company's Preferred Stock. Coincident with that transaction,
PPEI, the Company, and Mr. Bowen entered into a Stockholders Agreement that
provides, among other things, that PPEI is entitled to nominate two persons for
election to the Board of Directors and Mr. Bowen, if he reasonably approves of
such candidates, shall support their candidacy. Accordingly, Mr. O'Brien was
elected in December 1996 to serve the remainder of a one-year term left vacant
by a resignation from the Board of Directors.
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The following table sets forth certain information about each of the
Company's Directors, including the two nominees.
<TABLE>
<CAPTION>
Name Age Class and Term Director Since
---- --- -------------- --------------
<S> <C> <C> <C>
Nominees:
Dana J. O'Brien (1)(2)(4) 41 (Class I, 1997) December 1996
Steven L. Gish (3) 38 (Class I, 1997) August 1995
Directors whose terms continue:
Peter J. Brix (3) 60 (Class II, 1998) December 1995
Stephen A. Gregg (1)(4) 52 (Class II, 1998) December 1996
Martha L. Robinson(1)(3)(4) 41 (Class II, 1998) December 1996
Walter C. Bowen(1)(2) 54 (Class III, 1999) March 1995
Marvin S. Hausman, MD 55 (Class III, 1999) March 1996
Gary R. Maffei (2)(4) 52 (Class III, 1999) December 1995
(1) Member of Executive Committee
(2) Member of Compensation Committee
(3) Member of Audit Committee
(4) Member of Conflicts Committee
</TABLE>
Directors whose terms continue:
Class II:
Peter J. Brix has served as a director of the Company since December
1995. Mr. Brix is President of Hayden Investment Corporation, a refined
fuel distributor, and has served in that role since 1963. He is currently a
director of Portland General Corporation, an investor-owned electric
utility holding company, and Centennial Bancorp, an Oregon bank.
Stephen A. Gregg is a former hospital administrator and began serving
as a director of the Company on December 16, 1996. Mr. Gregg was the
founder and chief executive officer of The Ethix Corporation, a managed
care company serving approximately 5,000,000 members nationwide, prior to
its sale in 1994. Mr. Gregg is currently a principal of The Alternare
Group, a company focusing on the organization and delivery of alternative
medicine services. Mr. Gregg also serves on the Board of Directors of
Barrett Business Services, Inc.
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Martha L. Robinson is a Managing Director of Cornerstone Equity
Investors, L.L.C. Prior to Cornerstone's formation in December, 1996, Ms.
Robinson served as Vice President of Prudential Equity Investors, Inc. Ms.
Robinson formerly served on the Board of Directors of Coventry Corporation,
Total Pharmaceutical Care, and Earth Technology Corporation and currently
serves on the Board of Directors of several private companies, including
Specialty Hospitals of America, Inc. and Guardian Care, Inc. Ms. Robinson
became a director of the Company in December 1996.
Class III:
Walter C. Bowen has served as Chairman of the Board, Chief Executive
Officer and President and a director of the Company since its formation in
March 1995. Mr. Bowen has been involved in the development, ownership and
management of assisted living facilities since 1986, and has devoted a
majority of his time to the ownership and operation of those facilities
over the past five years. Mr. Bowen has also been the Chief Executive
Officer of the Bowen companies since their formation.
Marvin S. Hausman, M.D. has served as a director of the Company since
March 1996. Since 1992, Dr. Hausman has served as a consultant to the
pharmaceutical industry and since 1995 he has been President of Northwest
Medical Research Partners, Inc., a company engaged in evaluating
biopharmaceutical technologies and medical devices. Prior to 1992, Dr.
Hausman was a practicing urologist and was on the clinical faculty of the
U.C.L.A. Medical Center and an attending physician at the Cedars-Sinai
Medical Center in Los Angeles, California. Dr. Hausman was a co-founder and
is currently a director of Medco Research, Inc., a pharmaceutical research
and development company.
Gary R. Maffei has served as a director of the Company since December
1995. Mr. Maffei is currently a Vice President of the Merlo Corporation, a
private investment company, and the Harry Merlo Foundation, Inc., a
charitable organization. From 1973 until joining these companies in 1996,
Mr. Maffei was the Director of Human Resources for Louisiana Pacific
Corporation, a forest products company.
Information on Committees of the Board of Directors and Meetings
During 1996, there were six meetings of the Board of Directors, and all
Board members attended at least 75 percent of the meetings of the Board of
Directors and each committee of which he or she was a member. The Board of
Directors also took action by unanimous written consent, in accordance with the
Company's Restated Bylaws, on one occasion in 1996.
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The Company's Board of Directors has established an Executive Committee,
Audit Committee, Compensation Committee, and Conflicts Committee. The Company
has no Nominating Committee and the full Board of Directors selects nominees for
election as directors.
The Executive Committee acts on all matters requiring consideration by the
Board in the interim period between regular and special Board meetings. The
Executive Committee currently consists of Ms. Robinson and Messrs. Bowen, Gregg
and O'Brien. The Executive Committee took action by written consent once in
1996.
The Compensation Committee establishes salaries, incentives and other forms
of compensation for directors, officers and other key employees of the Company,
administers the 1995 Stock Incentive Plan, and recommends policies relating to
benefit plans. The Compensation Committee currently consists of Mr. Bowen and
two independent directors, Messrs. O'Brien and Maffei. In 1996, the Compensation
Committee met twice and took action once by written consent.
The Audit Committee makes recommendations concerning the engagement of
independent public accountants, reviews with the independent public accountants
the scope and results of the audit, reviews management's evaluation of the
Company's system of internal controls, and reviews non-audit professional
services provided by the independent accountants and the range of audit and
non-audit fees. The Audit Committee will also review at least annually
reimbursement of costs by the Company and the other Bowen Companies pursuant to
the Administrative Services Agreement. See "Certain Relationships and Related
Party Transactions." The Audit Committee currently consists of Mr. Gish and two
independent directors, Ms. Robinson and Mr. Brix. The Audit Committee met once
in 1996.
The Conflicts Committee, consisting of four independent directors, is
responsible for considering for approval on behalf of the Board of Directors all
transactions between the Company and any officer or director of the Company or
any entity in which such officer or director has an equitable or beneficial
interest. The Conflicts Committee currently consists of Ms. Robinson and Messrs.
O'Brien, Gregg and Maffei. The Conflicts Committee was formed in December 1996
and did not meet in 1996.
Compensation of Directors
The Company will pay each non-employee director $500 for attendance in
person at each meeting of the Board of Directors or of any committee held on a
day on which the Board of Directors does not meet. In addition, the Company will
reimburse the directors for travel expenses incurred in connection with their
activities on behalf of the Company.
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Each non-employee member of the Board of Directors of the Company will
automatically be granted an option to purchase 2,000 shares of Common Stock when
that person becomes a director. Each non-employee director will also be
automatically granted an option to purchase 2,000 additional shares of Common
Stock in each subsequent calendar year that the director continues to serve in
that capacity. The exercise price for all automatic grants to non-employee
directors will be the closing sales price of the Common Stock on the business
day immediately preceding the date of grant.
PROPOSAL 2: Amendment to the Company's 1995 Stock Incentive Plan to increase the
number of shares of the Company's Common Stock that may be issued pursuant to
the plan from 400,000 to 600,000.
The purpose of the Company's 1995 Stock Incentive Plan (the "Plan") is to
enable the Company to attract and retain the services of selected employees,
officers and directors of the Company and selected nonemployee agents,
consultants, advisors and independent contractors of the Company. The Plan
provides for the award of incentive stock options to key employees and the award
of non-statutory stock options, stock appreciation rights, bonus rights and
other incentive grants to employees, officers, directors, independent
contractors and consultants. Currently, 400,000 shares of the Company's Common
Stock are authorized to be issued pursuant to the Plan. As of March 19, 1997,
options to purchase 368,500 shares had been granted to officers and employees of
the Company, directors, and one independent consultant pursuant to the Plan.
The Board of Directors believes additional shares must be reserved for use
under the Plan to enable the Company to attract and retain key employees and to
provide appropriate incentives to key employees and others to exert their best
efforts on behalf of the Company. Stock options are currently the principal
long-term compensation element of the Company's officer and key employee
compensation. Accordingly, on February 25, 1997, the Board of Directors approved
an amendment to the Plan, subject to shareholder approval, to reserve an
additional 200,000 shares for the Plan, thereby increasing the total number of
shares of the Company's Common Stock reserved for issuance under the Plan from
400,000 to 600,000. In addition, shareholder approval of this Proposal 2 will
constitute a reapproval of the per-employee limits on grants of options and
stock appreciation rights under the Plan of 100,000 shares for new hires and
otherwise 50,000 shares annually. This reapproval is required every five years
for continued compliance with regulations under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"). See "Tax Consequences."
Recommendation by the Board of Directors
The Board of Directors recommends that the proposed amendment to the Plan
be approved. The affirmative vote of the holders of a majority of the shares of
Common Stock and Series A Preferred Stock present and entitled to vote on the
matter at the Annual Meeting is required to approve this Proposal 2.
Accordingly, abstentions have the same effect as "no" votes in determining
whether the amendment is approved. Broker non-
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votes are counted for purposes of determining whether a quorum exists at the
Annual Meeting but are not counted and have no effect on the results of the vote
on Proposal 2. The proxies will be voted for or against the proposal or as an
abstention, in accordance with the instructions specified on the proxy form. If
no instructions are given, proxies will be voted for approval of the amendment
to the Plan.
DESCRIPTION OF 1995 STOCK INCENTIVE PLAN
In August 1995, the Company's Board of Directors adopted and its
shareholders subsequently approved the Company's 1995 Stock Incentive Plan (the
"Plan"), which provides for the award of incentive stock options to key
employees and the award of non-statutory stock options, stock appreciation
rights, bonus rights and other incentive grants to employees, officers,
directors, independent contractors, and consultants.
Eligibility. Awards may be granted under the Plan to those employees,
officers and directors of the Company who the Board of Directors believes have
made or will make an important contribution to the Company. As of December 31,
1996, the Company had approximately 365 employees and six non-employee
directors. Non-employee consultants and advisors to the Company are also
eligible to participate in the Plan.
Administration. The Plan is administered by the Board of Directors, which
has the authority, subject to the terms of the Plan, to determine the persons to
whom awards may be granted, the amount of any such award and the price and other
terms and conditions of any such award. Subject to the provisions of the Plan,
the Board may adopt and amend rules and regulations relating to the
administration of the Plan and may delegate to the Compensation Committee of the
Board of Directors general authority for making option grants. However, only the
Board of Directors may amend, modify or terminate the Plan.
Shares Available. A total of 400,000 shares of Common Stock initially were
reserved for issuance under the Plan. As of March 19, 1997, options to purchase
a total of 368,500 shares had been granted under the Plan, as follows: 100,000
to Mr. Jacobsen, 125,000 to Mr. Ekberg, 305,000 to all executive officers of the
Company as a group and 41,000 to all non-employee directors of the Company as a
group, leaving 31,500 shares available for future grants. If an option, stock
appreciation right or performance unit granted under the Plan expires,
terminates or is canceled, or if shares sold or awarded as a bonus are forfeited
to or repurchased by the Company, the shares again become available for issuance
under the Plan.
Term of the Plan. The Plan will continue until all shares available for
issuance under the Plan have been issued and all restrictions on such shares
have lapsed. The Board of Directors may suspend or terminate the Plan at any
time except with respect to options, performance units and shares subject to
restrictions then outstanding under the Plan.
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Stock Options. The Board determines the persons to whom options are
granted, the option price, the number of shares subject to each option, the
period of each option, the times at which options may be exercised and whether
the option is an Incentive Stock Option ("ISO"), as defined in Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), or an option other
than an ISO (a "Non-Statutory Stock Option" or "NSO"). If the option is an ISO,
the option price may not be less than the fair market value of the Common Stock
subject to the ISO on the date of grant. If an optionee of an ISO at the time of
grant owns more than 10 percent of the outstanding Common Stock of the Company,
the option price may not be less than 110 percent of the fair market value of
the Common Stock subject to the ISO on the date of grant. If the option is an
NSO, the option price may be any price determined by the Board. No ISO may be
granted on or after the tenth anniversary of the date the Plan was adopted by
the Board of Directors. The aggregate fair market value, on the date of the
grant, of the stock for which ISO's are exercisable for the first time by an
employee during any calendar year may not exceed $100,000. No monetary
consideration is paid to the Company upon the granting of options. On March 19,
1997, the last sale price of the Common Stock on the Nasdaq National Market
System was $5 1/8 per share.
Options granted under the Plan generally continue in effect for the period
fixed by the Board, except that ISO's are not exercisable after the expiration
of 10 years from the date of grant or five years in the case of shareholders
owning more than 10 percent of the Common Stock. Options are exercisable in
accordance with the terms of an option agreement entered into at the time of
grant and, except as otherwise determined by the Board with respect to an NSO
granted to a person who is neither an officer nor a director of the Company, are
nontransferable except on the death of a holder. Options may be exercised only
while an optionee is employed by or in the service of the Company or within 12
months following termination of employment by reason of death or disability or
30 days following termination for any other reason. The Plan provides that the
Board may extend the exercise period for any period up to the expiration date of
the option and may increase the number of shares for which the option may be
exercised up to the total number underlying the option. The purchase price for
each share purchased pursuant to exercise of options must be paid in cash,
including, with the consent of the Board, cash which may be the proceeds of a
loan from the Company or, with the consent of the Board, in whole or in part, in
shares of Common Stock valued at fair market value, in restricted stock, in
performance units or other contingent awards denominated in either stock or
cash, in promissory notes or in other forms of consideration. Upon the exercise
of an option, the number of shares subject to the option and the number of
shares available under the Plan for future option grants are reduced by the
number of shares with respect to which the option is exercised.
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Stock Appreciation Rights. Stock appreciation rights ("SAR's") may be
granted under the Plan. SAR's may, but need not, be granted in connection with
an option grant or an outstanding option previously granted under the Plan. An
SAR gives the holder the right to payment from the Company of an amount equal in
value to the excess of the fair market value on the date of exercise of a share
of Common Stock of the Company over its fair market value on the date of grant,
or if granted in connection with an option, the option price per share under the
option to which the SAR relates.
An SAR is exercisable only at the time or times established by the Board.
If an SAR is granted in connection with an option, it is exercisable only to the
extent and on the same conditions that the related option is exercisable. Unless
otherwise determined by the Board, no SAR granted to an officer or director can
be exercised during the first six months after the date of grant. Payment by the
Company upon exercise of an SAR may be made in Common Stock of the Company
valued at its fair market value, in cash, or partly in stock and partly in cash,
as determined by the Board. The Board may withdraw any SAR granted under the
Plan at any time and may impose any condition upon the exercise of an SAR or
adopt rules and regulations from time to time affecting the rights of holders of
SAR's. No SAR's have been granted under the Plan.
The existence of SAR's, as well as certain bonus rights described below,
would require charges to income over the life of the right based upon the amount
of appreciation, if any, in the market value of the Common Stock of the Company
over the exercise price of shares subject to exercisable SAR's or bonus rights.
Stock Bonus Awards. The Board may award Common Stock of the Company as a
stock bonus under the Plan. The Board may determine the recipients of the
awards, the number of shares to be awarded and the time of the award. Stock
received as a stock bonus is subject to the terms, conditions and restrictions
determined by the Board at the time the stock is awarded.
Restricted Stock. The Plan provides that the Company may issue restricted
stock in amounts, for consideration, subject to restrictions and on terms that
the Board determines.
Cash Bonus Rights. The Board may grant cash bonus rights under the Plan in
connection with (i) options granted or previously granted, (ii) SAR's granted or
previously granted, (iii) stock bonuses awarded or previously awarded and (iv)
shares sold or previously sold under the Plan. Bonus rights granted in
connection with options entitle the optionee to a cash bonus if and when the
related option is exercised. The amount of the bonus is determined by
multiplying the excess of the total fair market value of the shares acquired
upon the exercise over the total option price for the shares by the applicable
bonus percentage. The bonus percentage applicable to any bonus right is
determined by the Board but may in no event exceed 75 percent. Bonus rights
granted in connection with stock bonuses or restricted stock purchases entitle
the recipient to a cash bonus, in an amount determined by the Board, when the
stock is awarded or purchased or any restrictions to which the stock is subject
lapse. No bonus rights have been granted under the Plan.
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Performance Units. The Board may grant performance units consisting of
monetary units which may be earned in whole or in part if the Company achieves
goals established by the Board of Directors over a designated period of time,
but in any event not more than 10 years. Payment of an award earned may be in
cash or Common Stock or both, and may be made when earned, or vested and
deferred, as the Board of Directors determines. No performance units have been
granted under the Plan.
Changes in Capital Structure. The Plan provides that if the outstanding
Common Stock of the Company is increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of any recapitalization, stock split or certain other
transactions, appropriate adjustment will be made by the Board of Directors in
the number and kind of shares available for awards under the Plan. In addition,
the Board of Directors will make appropriate adjustments in outstanding options
and SAR's. In the event of dissolution of the Company or a merger, consolidation
or plan of exchange affecting the Company, in lieu of the foregoing treatment
for options and SAR's, the Board may, in its sole discretion, provide a 30-day
period prior to such event during which optionees shall have the right to
exercise options and SAR's in whole or in part without any limitation on
exercisability and upon the expiration of which 30-day period all unexercised
options and SAR's shall immediately terminate.
Tax Consequences. Certain options authorized to be granted under the Plan
are intended to qualify as ISO's for federal income tax purposes. Under federal
income tax law currently in effect, the optionee will recognize no income upon
grant or exercise of the ISO. However, the amount by which the market value
exceeds the exercise price is included in the optionee's alternative minimum
taxable income and may, under certain conditions, be taxed under the alternative
minimum tax. If an optionee holds shares acquired upon exercise of an ISO until
the later of two years following the date of grant or one year following the
date of exercise (the "holding period"), and if the optionee has been employed
by the Company (or any parent or subsidiary of the Company) at all times from
the date of grant to the date three months before exercise, then any gain
realized upon subsequent disposition of the shares will be long-term capital
gain and any loss will be long-term capital loss. If an optionee disposes of
shares acquired upon exercise of an ISO before the expiration of the holding
period (an "early disposition"), any amount realized will be taxable as ordinary
compensation income in the year of such disqualifying disposition to the extent
of the lesser of (1) the excess of the fair market value of the shares on the
date of exercise over the exercise price, or (2) the excess of the fair market
value of the shares on the date of disposition over the optionee's adjusted
basis in the shares on the date of disposition. The Company will not be allowed
any deduction for federal income tax purposes at either the time of the grant or
the time of exercise of an ISO. Upon any disqualifying disposition by an
optionee, the Company generally will be entitled to a deduction to the extent
the optionee realizes ordinary income.
11
<PAGE>
If an optionee exercises an ISO using previously acquired shares (the
"exercise shares") to acquire new shares (the "option shares"), the tax results
are as set forth above, with the following exceptions. If the exercise shares
were acquired upon exercise of an ISO, and the applicable holding periods have
not been satisfied with respect to the exercise shares, the optionee is treated
as having made an early disposition of the exercise shares, and accordingly has
ordinary compensation income for the year of disposition.
If an optionee exercises an ISO using exercise shares to acquire option
shares, under regulations proposed by the Internal Revenue Service the option
shares are divided into two groups for purposes of determining the tax
consequences upon their disposition. The first group consists of a number of
option shares equal to the number of exercise shares. Option shares in the first
group are considered to have an exercise price equal to the fair market value of
those shares on the date of exercise and an adjusted basis equal to the adjusted
basis of the exercise shares plus any amount treated as ordinary compensation
income upon disposition of the exercise shares. The second group consists of the
balance of the option shares. The exercise price for the option shares in the
second group is considered to the zero and, accordingly, their adjusted basis is
also equal to zero. Upon disposition of the option shares, the optionee will
recognize gain or loss equal to the difference between the sale proceeds and the
tax basis of the shares. If the exercise shares were acquired upon exercise of
an ISO, the option shares in the first group are treated for tax purposes as if
acquired under the same plan at the same time as the exercise shares. Thus, if
the applicable holding periods have been satisfied with respect to the exercise
shares, only shares in the second group are effectively subject to the ISO
holding periods. However, the disposition of any option share is treated as the
disposition of a share in the second group until either all of the shares in the
second group have been disposed of or the holding periods have been satisfied.
Certain options authorized to be granted under the Plan will be treated as
NSO's for federal income tax purposes. Under federal income tax law presently in
effect, no income is realized by the grantee of an NSO until the option is
exercised. When the NSO is exercised, the optionee will realize ordinary
compensation income, and the Company generally will be entitled to a deduction,
in the amount by which the fair market value of the shares subject to the option
at the time of exercise exceeds the exercise price provided the Company
withholds on the income amount. Upon the sale of shares acquired upon exercise
of an NSO, the excess of the amount realized from the sale over the adjusted
basis of the shares, which generally is equal to the fair market value of the
shares on the date of exercise, will be taxable.
An employee who receives stock in connection with the performance of
services generally will realize taxable income at the time of receipt if either
the shares are substantially vested for purposes of Section 83 of the Code or a
Section 83(b) election is made. If the shares are not vested at the time of
receipt, the employee will realize taxable income in each year in which a
portion of the shares substantially vest, unless the employee elects under
Section 83(b) of the Code within 30 days after the original transfer to include
in gross income the excess of the fair market value of the shares at transfer
over the
12
<PAGE>
amount paid for the shares. The Company generally will be entitled to a tax
deduction in the amount includable as income by the employee at the same time or
times as the employee recognizes income with respect to the shares, provided the
Company withholds on the income amount. A participant who receives a cash bonus
right under the Plan generally will recognize income equal to the amount of any
cash bonus paid at the time of receipt of the bonus, and the Company generally
will be entitled to a deduction equal to the income recognized by the
participant.
Section 162(m) of the Code limits to $1 million per person the amount the
Company may deduct for compensation paid to the Company's chief executive
officer or the four most highly compensated officers in any year beginning after
1993. Under IRS regulations, compensation received through the exercise of an
option or SAR will not be subject to the $1 million limit if the option or SAR
meet certain requirements. One such requirement is shareholder approval at least
once every five years of per-employee limits on the number of shares as to which
options or SARs may be granted. Approval of this Proposal 2 will constitute
reapproval of the per-employee limits under the Plan previously approved by the
shareholders. Other requirements are that the option or SAR be granted by a
committee composed solely of two or more outside directors and that the exercise
price of the option or the SAR be not less than the fair market value of the
Common Stock subject to the option or SAR on the date of grant. Accordingly, the
Company believes that if this Proposal 2 is approved by shareholders,
compensation received on exercise of options or SARs granted under the Plan in
compliance with the above requirements will continue to be exempt from the
$1,000,000 deduction limit.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Mr. Bowen holds a 99 percent general partnership interest in the Regency
Park Apartments Limited Partnership ("Regency Partnership"), an Oregon limited
partnership from which the Company leases its Regency Park community located in
Portland, Oregon. Mr. Bowen also holds a 99 percent ownership interest in
Sterling Park, L.L.C., a Washington limited liability company from which the
Company leases its Sterling Park community located in Redmond, Washington. Mr.
Bowen's minor children hold the remaining one percent interest in the Regency
Partnership and Sterling Park, L.L.C. As a result, Mr. Bowen may be deemed to
receive the portion of the lease payments remaining after service of the debt to
which the properties are subject. For 1996, these lease payments were $1,271,000
for Regency Park and $1,486,250 for Sterling Park.
In 1996, the Company purchased a parcel of undeveloped land located in
Eugene, Oregon (the "Eugene Property") by assuming the rights of Bowen Property
Management Co. ("BPMC"), a company wholly owned by Mr. Bowen, to purchase the
Eugene Property pursuant to a purchase contract for $700,000. Additionally, the
Company reimbursed BPMC for actual costs incurred by BPMC in connection with the
preliminary development of an assisted living community on the Eugene Property
and for litigation expenses incurred by BPMC in connection with the acquisition
of the Eugene Property. The Company does not expect to need all of the Eugene
Property on which to develop an assisted living community and has therefore
granted Mr. Bowen an option to purchase the excess land. The purchase price
13
<PAGE>
under the option is $370,000 plus a carrying cost and the pro rata share of all
costs incurred by the Company with respect to the ownership of the property,
excluding costs relative to the development of an assisted living community on
the property. If the option is exercised the Company believes it will be fully
compensated for its costs and expenses incurred in connection with acquiring and
holding such excess land.
The Company is the manager of Park Place, an assisted living facility owned
by Northwest Retirement Housing Income Fund III, an Oregon limited partnership
("Northwest III"). Mr. Bowen and Bowen Financial Services Corp. ("Bowen
Financial"), an Oregon corporation wholly owned by Mr. Bowen, are the general
partners of and together own a 1.85 percent interest in Northwest III. The
Company will receive a management fee from Northwest III equal to five percent
of its gross revenues related to Park Place, which amount was $147,834 for 1996.
Bowen Development Company, which is wholly owned by Mr. Bowen, will build a
minimum of twelve of the Company's new communities in 1996, 1997, and 1998.
Pursuant to the construction contracts with the Company, Bowen Development
Company is entitled to "contractor's profit and overhead" on each of these
projects on a percentage-of-completion basis, as well as the reimbursement of
expenses directly incurred by Bowen Development Company in connection with the
construction of these communities. Total "contractor's profit and overhead" to
be paid to Bowen Development Company on these contracts is five percent of the
direct construction costs for the first five projects and three percent of the
direct construction costs for the next seven projects. Bowen Development Company
earned $181,327 for contractor's profit and overhead in 1996. Each of these
contracts was approved by the Company's independent directors.
14
<PAGE>
The Company believes that each of the foregoing transactions was on terms
no less favorable to the Company than could have been obtained from unaffiliated
parties in arm's-length transactions; however, there can be no assurance that
such is the case.
The Company and the Bowen Companies are all controlled by Mr. Bowen.
Certain executive officers of the Company, including Messrs. Bowen and Gish, and
David R. Gibson, the Company's Vice President for Corporate Affairs, General
Counsel and Assistant Secretary, fulfill similar executive functions for other
Bowen Companies and spend significant amounts of time on the business of other
Bowen Companies. The Company provides management and administrative services to,
and from time to time may obtain services or the use of certain equipment from,
certain of the Bowen Companies pursuant to an Administrative Services Agreement.
Under that agreement, the Bowen Companies and the Company reimburse each other
for the actual cost of services received under the Administrative Services
Agreement. The Company believes that the sharing of executive management and
other resources (such as data processing, accounting, legal, financial, tax,
treasury, risk management and human resources) provides benefits to the Company
by giving it access to a level of experience and expertise that can only be
supported by a larger organization. The Administrative Services Agreement is
cancelable by any party, including the Company, on 60 days' notice. Pursuant to
the terms of the Administrative Services Agreement, reimbursement of costs will
be reviewed at least annually by the Audit Committee of the Board of Directors.
The Administrative Services Agreement requires the Bowen Companies to offer
first to the Company any opportunities received by or originated with the Bowen
Companies relating to the assisted living business. The Administrative Services
Agreement also requires all transactions between the Company and one of the
Bowen Companies to be on an arm's length basis containing terms no less
favorable to the Company than could have been obtained from an unrelated third
party and requires any such transaction to be approved by a majority of the
Company's directors unaffiliated with the Bowen Companies. In 1996, charges by
the Company under the Administrative Services Agreement, were $398,000.
As of March 26, 1997, the Company has entered into four construction loan
agreements in an aggregate amount of $27,685,000 for the construction of its
Folsom, Kenmore, Bakersfield, and Austin communities. Repayment of each of these
loans and performance of the covenants set forth in each loan is personally
guaranteed by Mr. Bowen. Furthermore, the Company has obtained from commercial
banks letters of intent or other indications of intent to make loans for the
construction of the Company's Roseville, Eugene, Tucson and Henderson
communities in the approximate aggregate amount of $25.2 million. Each of these
loans will also require the personal guaranty of Mr. Bowen.
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth, for the fiscal
year ended December 31, 1996, compensation information with respect to the
Company's Chief Executive Officer, Chief Operating Officer and Executive Vice
President of Acquisitions and Development. Because the Company was organized in
March 1995, it did not pay any compensation to its executive officers for fiscal
year 1994. In addition, the executives named
15
<PAGE>
below are the only executive officers of the Company whose compensation from the
Company exceeded $100,000 during fiscal year 1996.
<TABLE>
<CAPTION>
Summary Compensation Table(1)
Annual Compensation
Other Annual
Name and Principal Position Year(2) Salary Bonus Compensation(3)
- --------------------------- ------- ------ ----- ---------------
<S> <C> <C> <C> <C>
Walter C. Bowen 1996 $200,000 $ -0- $ 3,000
Chairman of the Board 1995 $200,000 $ -0- $ 3,432
Chief Executive Officer
and President
Eric W. Jacobsen 1996 $100,000 $10,000 $ 3,000
Chief Operating Officer 1995 $ 77,083 $45,437 $ 2,646(4)
James W. Ekberg 1996 $100,000 $10,000 $ 3,300
Executive Vice President of 1995 $(5) $ -- $ --
Acquisitions and Development
(1) Mr. Bowen and other executive officers of the Company (exclusive of Messrs.
Jacobsen and Ekberg) fulfill similar executive functions for certain of the
Bowen Companies. A portion of the salary expense for these officers is
reimbursed to the Company pursuant to the Administrative Services
Agreement. The salary amounts in the table above represent the net
compensation paid by the Company to Mr. Bowen after reimbursement by the
Bowen Companies for time spent by Mr. Bowen on their businesses.
(2) The Company became a reporting company under the Securities Exchange Act of
1934 during the fiscal year ended December 31, 1995.
(3) Represents the amount of a contribution by the Company to the officers'
401(k) plan account.
(4) Does not include an option to purchase 85,000 shares of Common Stock, which
is immediately exercisable at an exercise price of $6.00 per share, granted
to Mr. Jacobsen by Mr. Bowen in 1995.
(5) Not material for reporting purposes.
</TABLE>
Stock Option Grants in Fiscal 1996. The following table sets forth
information concerning individual grants of stock options made by the Company
during fiscal 1996 to each of the officers of the Company named in the Summary
Compensation Table.
16
<PAGE>
<TABLE>
<CAPTION>
Option Grants in Fiscal Year 1996
Individual Grants
Number of Percent of
Securities Total Options
Underlying Granted to Exercise
Options Employees in Price Per Expiration
Name Granted(1) Fiscal Year(2) Share Date (3)
- ---- ---------- -------------- --------- ----------
<S> <C> <C> <C> <C>
Walter C. Bowen -- -- -- --
James W. Ekberg 25,000(4) $5.75 02/20/2006
25,000(5) 33.9%(6) $4.00 11/18/2006
Eric W. Jacobsen 25,000(4) 16.9% $4.00 11/18/2006
(1) These options were granted pursuant to the Company's 1995 Stock Incentive
Plan (the "Plan"). See "Description of 1995 Stock Incentive Plan."
(2) In fiscal 1996, the Company granted to employees options to purchase an
aggregate of 147,500 shares under the Plan and this number was used in
calculating the percentages set forth in this column.
(3) Options granted under the Plan generally expire on the tenth anniversary of
the date of grant. See "Description of 1995 Stock Incentive Plan" regarding
earlier expiration due to termination of employment.
(4) This option becomes exercisable 20 percent on the first anniversary of the
date of grant and an additional 20 percent each year thereafter.
(5) This option becomes exercisable upon the Company receiving verification
from its independent auditors that the Company has received certificates of
occupancy or otherwise opened (i.e. by acquisition) at least ten new
facilities in 1997 and an aggregate of at least 1,000 units. A maximum of
300 units that are located in facilities in which the (i) Company owns less
than 50 percent, (ii) the Company leases for less than 15 years, or (iii)
which are merely managed by the Company may be used in determining
compliance with the foregoing objective, but in doing so each such unit
will be counted as one-third of a unit.
(6) Constitutes an aggregate of both option grants
</TABLE>
Option Exercises in 1996 and Fiscal Year-End Option Values. The following
table sets forth information (on an aggregated basis) concerning the fiscal
year-end value of unexercised options held by each of the officers of the
Company named in the Summary Compensation Table. None of the officers named
below exercised any stock options during fiscal 1996.
17
<PAGE>
<TABLE>
<CAPTION>
Fiscal Year-End Option Values
Value of Unexercised
Acquired Number of Unexercised In-the-Money
on Value Options at Year-End Options at Year-End(1)
------------------------- -------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Walter C. Bowen -- -- -- -- -- --
Eric W. Jacobsen -- -- 15,000(3) 85,000 -- $18,750
James W. Ekberg -- -- 15,000(2) 110,000 -- $18,750
(1) Options are "in-the money" if the fair market value of the underlying
securities on that date exceeds the exercise price of the option. The
amount set forth represents the difference between the fair market value of
the securities underlying the options on December 31, 1996 based on the
last sale price of $4.75 per share of Common Stock on the date (as reported
on the Nasdaq National Market) and the exercise price of the options,
multiplied by the applicable number of options.
(2) Does not include an option to purchase 50,000 shares of Common Stock, which
is immediately exercisable at an exercise price of $6.00 a share, granted
to Mr. Ekberg by Mr. Bowen in 1995.
(3) Does not include an option to purchase 85,000 shares of Common Stock, which
is immediately exercisable at an exercise price of $6.00 a share, granted
to Mr. Jacobsen by Mr. Bowen in 1995.
</TABLE>
Employment Agreements. Each officer of the Company has entered into an
employment agreement with the Company. The employment agreement for all officers
other than Mr. Gibson expires in December 2000. Mr. Gibson's employment
agreement expires in March 2001. The agreements generally entitle the officer to
benefits customarily provided by the Company and provide for a base salary and
eligibility for a bonus. The Company may terminate any officer without cause by
making to such officer a cash payment equal to one year's base salary at the
rate in effect at the time of termination. Any officer may terminate his
employment upon 60 days' prior written notice. In addition, each officer has
entered into a restrictive covenant agreement containing noncompetition and
nondisclosure provisions.
18
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of March 20, 1997, with
respect to the beneficial ownership of the Company's Common Stock by each
director or nominee for director, by each executive officer of the Company named
in the Summary Compensation Table, by all directors and executive officers as a
group, and by each person who is known to the Company to be the beneficial owner
of more than five percent of the Company's outstanding Common Stock. Unless
otherwise indicated in the Table, each person has sole voting power and sole
investment power with respect to all outstanding shares of Common Stock shown as
beneficially owned by them.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of of Beneficial Percent of
Beneficial Owner(1) Ownership Class
------------------- ----------------- ----------
<S> <C> <C>
Walter C. Bowen......................... 3,250,500(2) 70.2%
Eric W. Jacobsen........................ 100,000(3) 2.2%
James W. Ekberg......................... 66,000(3) 1.4%
Steven L. Gish.......................... 30,000(3) *
Peter J. Brix........................... 17,000(4) *
Gary R. Maffei.......................... 10,000(4) *
Stephen A. Gregg........................ 7,500(6) *
Dana J. O'Brien......................... 2,000(6)(7) *
Martha L. Robinson...................... 2,000(6)(7) *
Marvin S. Hausman, MD................... 27,000(5)(6) *
Prudential Private Equity
Investors III, L. P.
717 Fifth Avenue, Suite 1100
New York NY 10022..................... 1,283,785 (8) 100%
All directors and executive officers
as a group (11 persons).............. 3,352,000 (2) 72.4%
* Less than one percent.
(1) Unless otherwise indicated, the address of each person named is c/o Regent
Assisted Living, Inc., 121 S. W. Morrison Street, Suite 1000, Portland,
Oregon 97204.
(2) Includes 170,000 shares held of record by Mr. Bowen that may be purchased
within sixty days by certain officers and one other individual pursuant to
options granted by Mr. Bowen. Mr. Bowen has granted options to purchase a
portion of his shares to the following officers: Messrs. Jacobsen (85,000
shares), Ekberg (50,000 shares), Gish (25,000 shares), and Gregory
Roderick, Vice President, Operations (5,000 shares).
19
<PAGE>
(3) Includes shares that may be acquired within 60 days pursuant to options
granted by Mr. Bowen to purchase a portion of his shares and those shares
that may be purchased pursuant to options granted under the Company's 1995
Stock Incentive Plan.
(4) Includes 4,000 shares that may be acquired within 60 days pursuant to
options automatically granted under the Company's 1995 Stock Incentive Plan
in connection with election and service as a director, of the Company.
(5) Includes 25,000 shares that may be acquired within 60 days pursuant to
options granted under the Company's 1995 Stock Incentive Plan.
(6) Includes 2,000 shares that may be acquired within 60 days pursuant to
options automatically granted under the Company's 1995 Stock Incentive Plan
in connection with election and service as a director of the Company
(7) Does not include shares of Series A or Series B Preferred Stock owned by
Prudential Private Equity Investors III, L.P. ("PPEI"), an investment fund
managed by Cornerstone Equity Investors, L.L.C., the employer of Mr.
O'Brien and Ms. Robinson.
(8) Represents the number of shares that may be acquired within 60 days
pursuant to the holder's right to convert each share of its Series A
Preferred Stock into one share of Common Stock. PPEI also owns 382,882
shares of Series B Preferred stock, each share of which can be converted
into one share of Series A Preferred Stock or Common Stock upon the
occurrence of specified conversion events.
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors, and persons who own more than ten percent of the
outstanding Common Stock of the Company to file reports of ownership and changes
in ownership of the Common Stock with the Securities and Exchange Commission
(the "Commission"). Executive officers, directors and greater than ten percent
shareholders are also required by Commission regulations to furnish the Company
with copies of all forms they file pursuant to Section 16(a). Based solely on
review of the copies of such reports furnished to the Company and written
representations from reporting persons, to the Company's knowledge all of the
Section 16(a) filing requirements applicable to such persons with respect to
fiscal year 1996 were complied except that the Form 3 for David R. Gibson and
Marvin S. Hausman M.D., and the Form 4 for each of Walter C. Bowen and Stephen
A. Gregg, were filed approximately one month late due to an administrative
oversight.
20
<PAGE>
OTHER BUSINESS
Management knows of no other matters that will be presented for action at
the Annual Meeting. However, the enclosed proxy gives discretionary authority to
the persons named in the proxy in the event that any other matters should be
properly presented to the meeting.
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P. audited the Company's financial statements for the
year ended December 31, 1996. Representatives of Coopers & Lybrand L.L.P. will
be present at the Annual Meeting of Shareholders and will be available to
respond to appropriate questions. They do not expect to make any statement but
will have the opportunity to make a statement if they wish.
SHAREHOLDER PROPOSALS
Any shareholder proposals to be considered for inclusion in proxy material
for the Company's next annual meeting in May 1998 must be received at the
principal executive office of the Company no later than December 2, 1997.
A copy of Regent's 1996 Annual Report on Form 10-KSB will be available to
shareholders without charge upon request to: Investor Relations, Regent Assisted
Living, Inc., 121 S. W. Morrison Street, Suite 1000, Portland, Oregon 97204.
By order of the Board of Directors,
STEVEN L. GISH
-----------------------------------
Steven L. Gish
Secretary
April 10, 1997
<PAGE>
REGENT ASSISTED LIVING, INC.
Proxy Solicited on Behalf of the Board of Directors of the Company
for the Annual Meeting on May 6, 1997
The undersigned hereby names Walter C. Bowen and Steven L. Gish, or
either of them acting in the absence of the other, with full power of
P substitution, my true and lawful attorneys and proxies for me in my place
R and stead to attend the Annual Meeting of Shareholders of Regent Assisted
O Living, Inc. to be held on May 6, 1997, at 2:00 p.m., and any adjournments
X thereof, and to vote all of the shares held in the name of the undersigned
Y on March 19, 1997, with all the powers that the undersigned would possess
if personally present.
-----------
SEE REVERSE
SIDE
-----------
FOLD AND DETACH HERE
<PAGE>
X Please mark your
votes as in this
example
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED BELOW, BUT IF NO
SPECIFICATION IS MADE, WILL BE VOTED FOR EACH OF THE NOMINEES NAMED IN
PROPOSAL 1 AND FOR PROPOSAL 2.
- --------------------------------------------------------------------------------
The Board of Directors unanimously recommends a vote FOR each
of the nominees listed below.
- --------------------------------------------------------------------------------
FOR WITHHELD
1. Election of Directors Nominees:
(Check only one box) Class I -- Term Expiring in 2000
--------------------------------
For all nominees (except Dara J. O'Brien, Steven L. Gish
as shareholder may
indicate below)
- -----------------------
FOR AGAINST ABSTAIN
2. To amend the Company's 1995
Stock Incentive Plan to increase
the number of shares of the
Company's Common Stock that
may be issued pursuant to the
plan from 400,000 to 600,000.
3. In their discretion, the Proxies are authorized to consider and act upon
any other matter which may properly come before the meeting or any
adjournment thereof.
- --------------------------------------------------------------------------------
SIGNATURE(S) _________________________________________ DATE ____________________
NOTE: Please sign exactly as name appears above. Joint owners should each
sign. Fiduciaries should add their full title to their signature.
Corporations should sign in full corporate name by an authorized officer.
Partnerships should sign in partnership name by an authorized person.
FOLD AND DETACH HERE
