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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 4)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
REGENT ASSISTED LIVING, INC.
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
758949-10-1
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(CUSIP Number)
Pamela J. Privett, Esq.
Senior Vice President, General Counsel and Secretary
LTC Healthcare, Inc.
300 Esplanade Drive, Suite 1860
Oxnard, California 93030
(805) 981-3611
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 5, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: / /
(Continued on the following page)
Page 1 of 8 Pages
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SCHEDULE 13D
CUSIP No. 758949-10-1 Page 2 of 8
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1 NAME OF REPORTING PERSON
LTC HEALTHCARE, INC.
TAX I.D. NO. 91-1895305
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 1,133,333 SHARES
BY EACH REPORTING --------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
1,133,333 SHARES
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,133,333 SHARES
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
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14 TYPE OF REPORTING PERSON
CO
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Page 3 of 8
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of common stock, no par value per
share (the "Common Stock"), of Regent Assisted Living, Inc., an Oregon
corporation (the "Company"). The principal executive offices of the Company
are located at 121 SW Morrison Street, Suite 1000, Portland, Oregon 97204.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by LTC Healthcare, Inc., a
Nevada corporation ("Healthcare").
(b) The address of Healthcare's principal offices is 300 Esplanade
Drive, Suite 1860, Oxnard, California 93030. The names, business addresses
and principal businesses of each of the directors and executive officers of
Healthcare are set forth on Schedule I hereto and incorporated by reference
herein.
(c) The current principal business of Healthcare is to engage in
the following activities: (i) ownership of leveraged properties leased to
third parties; (ii) ownership of secured high yield mortgage loans; (iii)
operation of long-term care facilities; (iv) development of long-term care
properties, and (v) ownership of equity investments in long-term care
companies.
(d) During the last five years, neither Healthcare nor, to the
best of its knowledge, any of the executive officers or directors of
Healthcare, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, neither Healthcare nor, to the
best of its knowledge, any of the executive officers or directors of
Healthcare, has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
(f) To the best knowledge of Healthcare, each of the executive
officers and directors of Healthcare is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate amount of funds paid in cash by Healthcare in making
the Note Purchase (as defined below) was $8,500,000, and Healthcare used its
working capital and proceeds from a loan (as described in Item 4 below) to
make such investment.
ITEM 4. PURPOSE OF TRANSACTION.
On March 26, 1998, Healthcare and the Company agreed that
Healthcare would invest $4,000,000 in the Company (the "Initial Note
Purchase") in the form of convertible subordinated debentures due 2008 (the
"Initial Notes"). The Initial Note Purchase was consummated on March 30,
1998 pursuant to the terms of a Convertible Subordinated Note Purchase
Agreement (the "Purchase Agreement"), dated as of March 30, 1998, by and
between the Company and Healthcare. On April 22, 1998, pursuant to the terms
of the Purchase Agreement, Healthcare invested an additional $1,000,000 (the
"Second Note Purchase") in the form of convertible subordinated debentures
due 2008 (the
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Page 4 of 8
"Secondary Notes"). On May 18, 1998, pursuant to the terms of the Purchase
Agreement, Healthcare invested an additional $1,500,000 (the "Third Note
Purchase") in the form of convertible subordinated debentures due 2008 (the
"Third Notes"). On September 1, 1998, pursuant to the terms of the Purchase
Agreement, Healthcare invested an additional $2,000,000 (the "Fourth Note
Purchase," together with the Initial Note Purchase, the Second Note Purchase
and the Third Note Purchase, the "Note Purchase") in the form of convertible
subordinated debentures due 2008 (the "Fourth Notes," together with the
Initial Notes, the Secondary Notes and the Third Notes, the "Notes"). The
Notes bear interest at 7.5% and are convertible, at any time in whole or in
part at Healthcare's option, into the Company's Common Stock at a price of
$7.50 per share, subject to adjustment, which if all Notes issued to date to
Healthcare were converted would result in the issuance of 1,133,333 shares of
the Company's Common Stock. The Company can require conversion of the Notes
at such time as the Company's Common Stock trades at $12 per share or more
for thirty consecutive days. Healthcare does not anticipate purchasing any
additional Notes.
The purpose of the Note Purchase was to provide the Company with
additional funds while providing Healthcare with an opportunity to invest in
the Company.
Healthcare also entered into a Registration Rights Agreement with
the Company pursuant to which Healthcare has, among other things, the right,
under certain circumstances and subject to certain conditions and exceptions,
to require the Company to register all or any portion of the shares of Common
Stock issued to it upon conversion of all or any portion of the Notes.
In addition, on September 25, 1998, Healthcare acquired 69,000
shares of the Company's Common Stock from LTC Properties, Inc., a Maryland
corporation. Subsequently, in a series of transactions between October 30,
1998 and November 5, 1998, Healthcare sold all of such shares in the open
market. Assuming conversion of all Notes currently beneficially owned by
Healthcare, Healthcare would be the beneficial owner of 19.7% of the
outstanding shares of the Company's Common Stock. Healthcare currently has
no other plan to further increase or decrease the size of its investment in
the Company.
Healthcare intends to review its investment in the Company from
time to time and, depending upon the price and availability of the Common
Stock, subsequent developments affecting the Company, the Company's business
and prospects, other investment and business opportunities available to
Healthcare, general stock market and economic conditions, tax considerations
and other factors deemed relevant, may decide to increase or decrease the
size of its investment in the Company.
Except as described herein, Healthcare has no present plan or
proposal which relates to, or could result in, any of the events referred to
in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.
However, Healthcare will continue to review the business of the Company and,
depending upon one or more of the factors referred to above, may in the
future propose that the Company take one or more of such actions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Healthcare beneficially owns no shares of the Company's Common
Stock. Healthcare beneficially owns Notes convertible into 1,133,333 shares
of the Company's Common Stock. Immediately following the consummation of the
transactions contemplated by the Note Purchase and assuming conversion of all
Notes currently beneficially owned by Healthcare, Healthcare would be the
beneficial owner of 19.7% of the outstanding shares of the Company's Common
Stock.
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Page 5 of 8
(b) If Healthcare were to convert all of the Notes currently
outstanding, Healthcare would have sole power to vote or direct the vote of
and sole power to dispose or direct the disposition of 1,133,333 shares of
the Company's Common Stock.
(c) Except as described in Item 4 above, there have not been any
transactions in the Common Stock effected by or for the account of Healthcare
or any executive officer or director of Healthcare during the past 60 days.
(d) Except as stated in this Item 5, to the best knowledge of
Healthcare, no other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares
of Common Stock issuable to Healthcare upon conversion of the Notes.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
See Items 4 and 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
*Exhibit 1. Convertible Subordinated Note Purchase Agreement, dated as
of March 30, 1998, by and between Regent Assisted Living,
Inc. and LTC Healthcare, Inc. (formerly known as LTC Equity
Holding Company, Inc.)
*Exhibit 2. Registration Rights Agreement, dated as of March 30, 1998,
by and between Regent Assisted Living, Inc. and LTC
Healthcare, Inc. (formerly known as LTC Equity Holding
Company, Inc.)
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* Exhibits previously filed.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: December 11, 1998 LTC HEALTHCARE, INC.
By: /s/ Pamela J. Privett
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Name: Pamela J. Privett
Title: Senior Vice President,
General Counsel and Secretary
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Page 7 of 8
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
LTC HEALTHCARE, INC.
The name, business address, present principal occupation or
employment, and the name, principal business and address of any corporation
or other organization in which such employment is conducted, of each of the
directors and executive officers of LTC Healthcare, Inc. is set forth below.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION, IF OTHER
NAME AND BUSINESS POSITION WITH LTC THAN AS EXECUTIVE OFFICER OF
ADDRESS HEALTHCARE, INC. LTC HEALTHCARE, INC.
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<S> <C> <C>
Andre C. Dimitriadis Chairman of the Board Chairman of the Board and
300 Esplanade Drive, and Chief Executive Chief Executive Officer
Suite 1860 Officer of LTC Properties, Inc.
Oxnard, CA 93030
James J. Pieczynski President, Chief President, Chief
300 Esplanade Drive, Financial Officer and Financial Officer and
Suite 1860 Director Director of LTC
Oxnard, CA 93030I Properties, Inc.
Christopher T. Ishikawa Senior Vice President Senior Vice President and
300 Esplanade Drive, and Chief Investment Chief Investment Officer
Suite 1860 Officer of LTC Properties, Inc.
Oxnard, CA 93030
Pamela J. Privett Senior Vice Senior Vice President,
300 Esplanade Drive, President, General General Counsel and
Suite 1860 Counsel and Secretary Secretary of LTC
Oxnard, CA 93030 Properties, Inc.
Bary G. Bailey Director Executive Vice President,
12225 El Camino Real Finance of Premier, Inc.
San Diego, CA 92130
Steven Stuart Director Independent Consultant
190 Riverside Drive,
Apt. 5D
New York, NY 10014
</TABLE>
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Page 8 of 8
EXHIBIT INDEX
*Exhibit 1. Convertible Subordinated Note Purchase Agreement, dated as of
March 30, 1998, by and between Regent Assisted Living, Inc. and
LTC Healthcare, Inc. (formerly known as LTC Equity Holding
Company, Inc.)
*Exhibit 2. Registration Rights Agreement, dated as of March 30, 1998, by
and between Regent Assisted Living, Inc. and LTC Healthcare,
Inc. (formerly known as LTC Equity Holding Company, Inc.)
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* Exhibits previously filed.
