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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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)
AUGUST 30, 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 [X]. (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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SCHEDULE 13D
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CUSIP NO. 009091-96-1 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
95-2247354
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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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 PURSUANT TO
5 ITEMS 2(d) OR 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
CALIFORNIA
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SOLE VOTING POWER
7
NUMBER OF 935,593 (SEE ITEM 5(a) HEREIN)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
NONE
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 935,593 (SEE ITEM 5(a) HEREIN)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
NONE
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
935,593 (SEE ITEM 5(a) HEREIN)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
19.0%
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TYPE OF REPORTING PERSON*
14
BK
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*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.
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock, par value $.001 per
share, of Unison HealthCare Corporation, a Delaware corporation (the "Issuer").
Issuer has its principal executive offices at 7272 E. Indian School Road, Suite
214, Scottsdale, Arizona 85251.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Imperial Bank, a California
banking corporation ("Imperial"), whose principal business is banking.
Imperial's executive offices are located at 9920 South La Cienega Boulevard,
Inglewood, California 90301.
Information regarding the directors and executive officers of Imperial
is set forth on Schedule I hereto, which Schedule is incorporated herein by
reference. Except as set forth on Schedule I, to the best of Imperial's
knowledge, all of the directors and executive officers of Imperial are citizens
of the United States.
During the past five years, to the best of Imperial's knowledge, 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
Imperial's right to acquire the securities described herein arises 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 has agreed to make
an additional loan to Issuer on October 1, 1996 in an amount between $500,000
and $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 20%; however, in
the event that Loan Two is funded, Cruttenden's participation percentage
interest shall be decreased to that percentage which is equal to the result of
dividing $1,000,000 by the sum of (a) $5,000,000, plus (b) the original
principal amount of Loan Two.
Page 3 of 10
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In consideration of Imperial making Loan One, Issuer issued to
Imperial on the Closing Date a Warrant to purchase 200,000 shares of the Common
Stock of Issuer at an exercise price of $13.88 per share (the "Warrant One").
Pursuant to the terms and conditions of the Warrant One, Imperial, 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 the Loan Agreement
have been paid in full.
In consideration of and a condition precedent to Imperial making Loan
Two, Issuer is required to issue to Imperial by October 1, 1996, a Warrant (the
"Warrant Two") to purchase that number of shares of Common Stock of Issuer equal
to the number of shares of the Common Stock of Issuer that would be issued by
Issuer pursuant to the Warrant One if Warrant One was exercised on the date that
Loan Two is made, multiplied by a fraction the numerator of which is the
original principal amount of Loan Two and the denominator of which is 5,000,000
(the "Stipulated Number of Shares"). The Warrant Two is to provide for an
exercise price equal to the then current market price of shares of Common Stock.
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.
Imperial has no plans or 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,
(c) a sale or transfer of a material amount of assets of Issuer or of
any of its subsidiaries,
Page 4 of 10
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(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 to 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 Imperial the Warrant One entitling Imperial to purchase up to 200,000 shares
of the Common Stock of Issuer. Upon exercise of the Warrant One, Imperial 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 that are issued upon exercise of the
Warrant One.
In the event that Imperial makes the Loan Two to Issuer, on October 1,
1996 Issuer will issue to Imperial the Warrant Two to purchase the Stipulated
Number of Shares of Common Stock of Issuer. Upon exercise of the Warrant Two,
Imperial 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)
Imperial exercises the Warrant One for 200,000 shares, (ii) the Loan Two is made
in the maximum permitted amount of $2,500,000, (iii) the Stipulated Number of
Shares is 100,000, and (iv) there is no change in the 3,989,815 shares of
Issuer's Common Stock outstanding as of August 16, 1996, except for the 300,000
additional shares 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 an additional 635,593 shares of Common Stock of Issuer and an
aggregate of approximately 19.0% of Issuer's outstanding shares of Common Stock,
based upon the following assumptions: (i) Imperial exercises the Warrant One for
200,000 shares, (ii) the Loan Two is made in the maximum permitted amount of
$2,500,000, (iii) the Stipulated Number of Shares is 100,000, (iv) Imperial
exercises the Warrant Two for 100,000 shares, (v) 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 for the 300,000 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.
Page 5 of 10
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Except as described in the preceding paragraphs, neither Imperial, nor
to the best of Imperial's knowledge, none of the individuals listed on Schedule
I attached hereto beneficially owns any shares of Issuer's Common Stock.
(b) Imperial shall have sole power to vote, direct the voting of,
dispose of and direct the disposition of the Common Stock beneficially owned by
it.
(c) There have been no transactions in the Common Stock by Imperial
effected during the past sixty (60) days.
(d) Imperial has 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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
IMPERIAL BANK
September 6, 1996 By: /s/ Richard M. Baker
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Richard M. Baker
Senior Vice President
and General Counsel
Page 6 of 10
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
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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
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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)
Tenet 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
Page 7 of 10
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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
(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
Page 8 of 10
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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 Administrative 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
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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)
Tenet Healthcare Corp.
2400 Broadway Ave., Ste. 590
Santa Monica, CA 90404
Page 9 of 10
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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
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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
Page 10 of 10
