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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
UNISON HEALTHCARE CORPORATION
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(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
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(Title of Class of Securities)
0009091961
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(CUSIP Number)
RICHARD M. BAKER, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
IMPERIAL BANK
9920 SOUTH LA CIENEGA BOULEVARD
INGLEWOOD, CALIFORNIA 90301
(310) 417-5929
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 4, 1996
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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 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).
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CUSIP NO. 009091-96-1 SCHEDULE 13D PAGE 2 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Imperial Bank
I.R.S. Identification Number: 95-2247354
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
5 PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
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NUMBER SOLE VOTING POWER
7
OF 635,593 (see Item 5 herein)
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SHARES SHARED VOTING POWER
BENEFICIALLY 8
None
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 635,593 (see Item 5 herein)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
635,593 (see Item 5 herein)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13%
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TYPE OF REPORTING PERSON*
14
BK
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CUSIP NO. 009091-96-1 13D PAGE 3 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Imperial Bancorp
I.R.S. Identification Number: 95-2575576
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
5 PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
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NUMBER SOLE VOTING POWER
7
OF 300,464 (see Item 5 herein)
-----------------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 8
None
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 300,464 (see Item 5 herein)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
300,464 (see Item 5 herein)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
PRELIMINARY NOTE:
This Amendment No. 1 amends and supplements the Statement on Schedule
13D (the "Schedule 13D"), filed by Imperial Bank, a California banking
corporation ("Imperial"), on September 9, 1996 with respect to the Common Stock,
par value $.001 per share (the "Common Stock") of Unison HealthCare Corporation,
a Delaware corporation (the "Issuer"). Unless otherwise indicated, capitalized
terms herein shall have the same meaning as in the Schedule 13D.
There has been no material change in the information set forth in
Schedule 13D in response to Items 1, 6 and 7 of the Schedule 13D. Accordingly,
those Items have been omitted from this Amendment No. 1.
This Amendment No. 1 concerns the following: (i) the holder of the
Warrant One issued in connection with the Loan One has been changed from
Imperial to the parent company of Imperial, Imperial Bancorp, a California
corporation ("Bancorp"), and (ii) on October 4, 1996, Imperial made the Loan Two
to Issuer and Issuer issued the Warrant Two to Bancorp.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by Imperial Bank, a California
banking corporation ("Imperial"), whose principal business is banking, and by
Bancorp which is a bank holding company. The executive offices of Imperial and
Bancorp are located at 9920 La Cienega Boulevard, Inglewood, California 90301.
Information regarding the directors and executive officers of
Imperial and Bancorp is set forth on Schedule I hereto which Schedule is
incorporated herein by reference. Except as set forth on Schedule I, to the
best knowledge of Imperial and Bancorp, all of the directors and executive
officers of Imperial and Bancorp are citizens of the United States.
During the past five years, to the best knowledge of Imperial and
Bancorp, no person named on Schedule I hereto has (a) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(b) 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
of any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The respective rights of Imperial and Bancorp to acquire the
securities described herein arise in connection with a loan transaction as more
specifically described in Item 4 hereof.
ITEM 4. PURPOSE OF TRANSACTION.
(a) This Schedule 13D is being filed in connection with that certain
Loan Agreement (the "Loan Agreement"), dated as of August 16, 1996, between
Imperial and Issuer, whereby, subject to the terms and conditions therein,
Imperial made a loan to Issuer on August 30, 1996 (the "Closing Date") in the
principal amount of $5,000,000 (the "Loan One"), and Imperial made an additional
loan
Page 4 of 7
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to Issuer on October 4, 1996 in the principal amount of $2,500,000 (the "Loan
Two" and together with Loan One, the "Loans").
In connection with the Loan Agreement, Imperial entered into a
Participation Agreement (the "Participation Agreement"), dated as of August 16,
1996, with Cruttenden Roth Bridge Fund, L.L.C., a California limited liability
company ("Cruttenden"), having an office at 18301 Von Karman, Suite 100, Irvine,
California 92715. Pursuant to the Participation Agreement, Imperial sold and
Cruttenden purchased an undivided pro rata participation percentage interest in
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the Loans. Cruttenden's participation percentage interest is 13.33%.
In consideration of Imperial making Loan One, Issuer issued to Bancorp
on the Closing Date a Warrant to purchase an aggregate of 200,000 shares of the
Common Stock of Issuer at an exercise price of $13.00 per share (the "Warrant
One"). Pursuant to the terms and conditions of the Warrant One, Bancorp and its
successors and assigns, are entitled to purchase such shares at any time on or
after the Closing Date until 12:00 midnight California local time on the date
that is five years after the date that all obligations under this Loan Agreement
have been paid in full.
In consideration of Imperial making the Loan Two, Issuer issued to
Bancorp a Warrant (the "Warrant Two") to purchase an aggregate of 100,464 shares
of the Common Stock of Issuer at an exercise price of $12.80 per share.
Imperial and Issuer entered into the Loan Agreement for the purpose of
providing Issuer with working capital. Upon certain events, as described more
fully below, Imperial may convert the Loans into additional shares of Issuer's
Common Stock.
Imperial may, at its option, from time to time on or after the earlier
of (i) February 17, 1997, or (ii) the date upon which an event of default has
occurred under the Loan Agreement, convert all or any portion of the Loans into
shares of Common Stock of Issuer. In the event that Imperial intends to exercise
such option, Imperial shall notify Issuer in writing specifying the amount of
the Loans that are to be converted and the number of shares of Common Stock to
be issued to Imperial. Upon receipt of such written notice from Imperial, Issuer
is required to, at its sole expense, promptly and diligently register and
qualify all such shares in accordance with state and federal securities laws to
enable Imperial to resell such shares to the public without restriction upon
issuance to Imperial (the "Registration"). The number of shares of Common Stock
to be issued to Imperial shall be determined by dividing the amount of the Loans
that are converted by the Conversion Rate. The Conversion Rate is equal to
eighty five percent (85%) of the current market price of a share of Common Stock
calculated as of the latest practicable date before the Registration becomes
effective (or, if the Registration does not become effective, and Imperial still
exercises an option to convert, calculated as of the date of the written
conversion notice). The shares of Common Stock shall be deemed to have been
issued to Imperial as the record owner of such shares as of the close of
business on the date of the written conversion notice. Upon effectiveness of the
Registration, Imperial is required to use reasonable efforts to complete the
sale of the shares pursuant to the Registration within a reasonable period of
time, subject to market conditions and Imperial's intention to maximize the
amount to be realized from the sale of shares.
Neither Imperial nor Bancorp has plans for proposals which relate to
or would result in:
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Issuer or any of its subsidiaries,
Page 5 of 7
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(c) a sale or transfer of a material amount of assets of Issuer
or of any of its subsidiaries,
(d) any change in the present board of directors or management
of Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board,
(e) any material change in the present capitalization or
dividend policy of Issuer,
(f) any other material change in Issuer's business or corporate
structure,
(g) changes in Issuer's charter, bylaws, or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Issuer by any person,
(h) causing a class of securities of Issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association,
(i) a class of equity securities of Issuer becoming eligible for
termination or registration pursuant of Section 12(g)(4) of the Act, or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) Pursuant to the Loan Agreement, on August 30, 1996 Issuer
issued to Bancorp the Warrant One entitling Bancorp to purchase up to an
aggregate of 200,000 shares of the Common Stock of Issuer. Upon exercise of the
Warrant One, Bancorp will be the owner of an aggregate of approximately 5.0% of
Issuer's outstanding shares of Common Stock, based upon the assumption that
there is no change in the 3,989,815 shares of Issuer's Common Stock outstanding
as of August 16, 1996, except for the 200,000 additional shares of Common Stock
that are issued upon exercise of the Warrant One.
On October 4, 1996, Imperial made the Loan Two to Issuer and
Issuer issued to Bancorp the Warrant Two entitling Bancorp to purchase up to an
additional 100,464 shares of the Common Stock of Issuer. Upon exercise of the
Warrant Two, Bancorp will be the owner of an aggregate of approximately 7.0% of
Issuer's outstanding shares of Common Stock, based upon the following
assumptions: (i) Bancorp exercises the Warrant One for 200,000 shares, and (ii)
there is no change in the 3,989,815 shares of Issuer's Common Stock outstanding
as of August 16, 1996, except for the 300,464 additional shares of Common Stock
that are issued upon exercise of the Warrant One and the Warrant Two.
In the event that Imperial converts the Loans into shares of
Common Stock of Issuer pursuant to the terms of the Loan Agreement, Imperial
will be the owner of 635,593 shares of Common Stock of Issuer constituting an
aggregate of approximately 13.0% of Issuer's outstanding shares of Common Stock,
based upon the following assumptions: (i) Bancorp exercises the Warrant One for
200,000 shares, (ii) Bancorp exercises the Warrant Two for 100,464 shares, (iii)
the current market price per share of Common Stock is $13.88 at the time of
conversion of the Loans, and (iv) there is no change in the 3,989,815 shares of
Issuer's Common Stock outstanding as of August 16, 1996, except
Page 6 of 7
<PAGE>
for the 300,464 additional shares that are issued upon exercise of the Warrant
One and the Warrant Two and the 635,593 shares that are issued upon conversion
of the Loans.
Except as described in the preceding paragraphs, neither
Imperial, nor Bancorp, nor to the best of Imperial's or Bancorp's knowledge,
none of the individuals listed on Schedule I attached to the Schedule 13D
beneficially owns any shares of Issuer's Common Stock.
(b) Assuming Bancorp exercises the Warrant One and the Warrant
Two, Bancorp shall have the sole power to vote, direct the voting of, dispose of
and direct the disposition of the 300,464 shares of Common Stock beneficially
owned by it. Assuming that Imperial exercises its option to convert the Loans,
Imperial shall have sole power to vote, direct the voting of, dispose of and
direct the disposition of the 635,593 shares of Common Stock beneficially owned
by it.
(c) There have been no transactions in the Common Stock by
Imperial or Bancorp effected during the past sixty (60) days.
(d) Assuming Bancorp exercises the Warrant One and the Warrant
Two, Bancorp shall have the sole right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the 300,464 shares
of Common Stock owned by it. Assuming that Imperial exercises its option to
convert the Loans, Imperial shall have the sole 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 owned by it.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
IMPERIAL BANK
October 10, 1996 By: /s/ Richard M. Baker
-------------------------------------
Richard M. Baker
Senior Vice President
and General Counsel
IMPERIAL BANK
October 10, 1996 By: /s/ Richard M. Baker
-------------------------------------
Richard M. Baker
Senior Vice President
and General Counsel
Page 7 of 7
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
The names, present principal occupations and business addresses of the
directors and executive officers of Imperial Bank and its parent corporation,
Imperial Bancorp, are set forth below. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to Imperial Bank. To
the best of Imperial's knowledge, each of the named individuals is a citizen of
the United States.
DIRECTORS OF IMPERIAL BANK
- --------------------------
George L. Graziadio
(Chairman, President and
Chief Executive Officer
of Imperial Bancorp)
Imperial Bank
P.O. Box 92991
Los Angeles, CA 90009
Norman P. Creighton
(President and
Chief Executive Officer
of Imperial Bank)
Imperial Bank
P.O. Box 92991
Los Angeles, CA 90009
Richard K. Eamer
(Retired)
Telnet Healthcare Corp.
2400 Broadway Ave., Ste. 590
Santa Monica, CA 90404
Bernard G. LeBeau
(Retired)
23 Oceancrest Court
Rancho Palos Verdes, CA 90275
Jack H. Leylegian, II
(President)
Leylegian Investment Management
601 Gateway Blvd., Ste. 700
South San Francisco, CA 94080
1
<PAGE>
William L. MacDonald
(President and
Chief Executive Officer)
Compensation Resource Group, Inc.
199 South Los Robles Avenue, Ste. 600
Pasadena, CA 91101
Lee E. Mikles
(Registered Investment Advisor)
Mikles/Miller Management
100 Wilshire Boulevard, 15th Floor
Santa Monica, CA 90401
Paul A. Novelly
(President)
Apex Oil Company
8182 Maryland Avenue
St. Louis, MO 63105
Charles T. Owen
(President/Publisher)
San Diego Business Journal
4909 Murphy Canyon Road, Ste. 200
San Diego, CA 92123
H. Wayne Snavely
(Chairmen and
Chief Executive Officer)
Imperial Credit Industries, Inc.
23550 Hawthorne Boulevard, Bldg. 1, Ste. 110
Torrance, CA 90505
M. Norvel Young
(Chancellor Emeritus)
Pepperdine University
24255 Pacific Coast Hwy., TAC-319
Malibu, CA 90263-4507
2
<PAGE>
EXECUTIVE OFFICERS OF IMPERIAL BANK
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George L. Graziadio Chairman
Norman P. Creighton President & Chief Executive Officer
William L. Capps Executive Vice President & Chief Accounting Officer
Robert M. Franko Executive Vice President & Chief Financial Officer
Richard J. Casey Executive Vice President
James R. Daley Executive Vice President
Eldon K. Lloyd Executive Vice President
Daniel R. Mathis Executive Vice President
Robert S. Muehlenbeck Executive Vice President
Richard M. Baker Senior Vice President, General Counsel & Secretary
Karen C. Abajian Senior Vice President & Controller
Mary J. Adams Assistant Secretary
Jonnie L. Crawford Assistant Secretary
Note: Mail for all Executive Officers can be sent to:
Imperial Bank
9920 South La Cienega Boulevard
Inglewood, CA 90301
DIRECTORS OF IMPERIAL BANCORP
- -----------------------------
George L. Graziadio
(Chairman, President and
Chief Executive Officer
of Imperial Bancorp)
Imperial Bank
P.O. Box 92991
Los Angeles, CA 90009
Norman P. Creighton
(President and
Chief Executive Officer
of Imperial Bank)
Imperial Bank
P.O. Box 92991
Los Angeles, CA 90009
Richard K. Eamer
(Retired)
Telnet Healthcare Corp.
2400 Broadway Ave., Ste. 590
Santa Monica, CA 90404
3
<PAGE>
G. Louis Graziadio, III
(President)
Ginarra Holding, Inc.
1650 South Pacific Coast Hwy., Ste. 308
Redondo Beach, CA 90277
Bernard G. LeBeau
(Retired)
23 Oceancrest Court
Rancho Palos Verdes, CA 90275
Lee E. Mikles
(Registered Investment Advisor)
Mikles/Miller Management
100 Wilshire Boulevard, 15th Floor
Santa Monica, CA 90401
H. Wayne Snavely
(Chairman and
Chief Executive Officer)
Imperial Credit Industries, Inc.
23550 Hawthorne Boulevard, Bldg. 1, Ste. 110
Torrance, CA 90505
M. Norvel Young
(Chancellor Emeritus)
Pepperdine University
24255 Pacific Coast Hwy., TAC-319
Malibu, CA 90263-4507
EXECUTIVE OFFICERS OF IMPERIAL BANCORP
- -------------------------------------
George L. Graziadio Chairman, President & Chief Executive Officer
Robert M. Franko Executive Vice President & Chief Financial Officer
Richard M. Baker Senior Vice President, General Counsel & Secretary
Karen C. Abajian Senior Vice President & Controller
Joanne Tabor Vice President
Mary J. Adams Assistant Secretary
Jonnie L. Crawford Assistant Secretary
Note: Mail for all Officers can be sent to:
Imperial Bank
9920 South La Cienega Boulevard
Inglewood, CA 90301
4
