UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
SUNRISE ASSISTED LIVING, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
86768K106
(CUSIP Number)
FRR Investments Limited c/o Unsworth & Associates
Herengracht 483, 1017 BT, Amsterdam
The Netherlands
Tel. No.: 011-31-20-623-3243
with copy to:
RCW Holdings S.A.R.L. and LMR Global Holdings S.A.R.L.
c/o Unsworth & Associates
Herengracht 483, 1017 BT, Amsterdam
The Netherlands
Tel. No.: 011-31-20-623-3243
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 2, 2000
(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 Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box: [ ]
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).
SCHEDULE 13D
CUSIP No. 86768K106
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RCW Holdings S.A.R.L.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
NUMBER OF
SHARES 7. SOLE VOTING POWER 1,579,900
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.203%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 86768K106
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RCW Equities Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES 7. SOLE VOTING POWER 1,579,900
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.203%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 86768K106
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RCW Overseas Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES 7. SOLE VOTING POWER 1,579,900
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.203%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 86768K106
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The LMR Issue Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
NUMBER OF
SHARES 7. SOLE VOTING POWER 1,579,900
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.203 %
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 86768K106
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LMR Global Holdings S.A.R.L.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
NUMBER OF
SHARES 7. SOLE VOTING POWER 1,579,900
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.203%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 86768K106
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RF Investments Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
NUMBER OF
SHARES 7. SOLE VOTING POWER 1,579,900
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.203%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 86768K106
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RF Holdings Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
NUMBER OF
SHARES 7. SOLE VOTING POWER 1,579,900
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.203%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 86768K106
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PLR Issue Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
NUMBER OF
SHARES 7. SOLE VOTING POWER 1,579,900
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.203%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 86768K106
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
St. Anne's Trustees Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
NUMBER OF
SHARES 7. SOLE VOTING POWER 1,579,900
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.203%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 86768K106
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FRR Investments Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES 7. SOLE VOTING POWER 1,579,900
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.203%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 86768K106
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The FRR Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
NUMBER OF
SHARES 7. SOLE VOTING POWER 1,579,900
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.203%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 86768K106
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Monument Trust Company Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
NUMBER OF
SHARES 7. SOLE VOTING POWER 1,579,900
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.203%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 86768K106
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RH Investments Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES 7. SOLE VOTING POWER 1,579,900
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.203%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 86768K106
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
VXM Investments Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES
BENEFICIALLY OWNED BY 7. SOLE VOTING POWER 1,579,900
EACH
REPORTING 8. SHARED VOTING POWER 0
PERSON
WITH 9. SOLE DISPOSITIVE POWER 1,579,900
10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.203%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 86768K106
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LXB Investments Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES
BENEFICIALLY 7. SOLE VOTING POWER 1,579,900
OWNED BY
EACH 8. SHARED VOTING POWER 0
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 1,579,900
WITH
10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.203%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 86768K106
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HR Investments Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES 7. SOLE VOTING POWER 1,579,900
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.203%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 86768K106
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rachel Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
NUMBER OF SHARES
BENEFICIALLY OWNED BY 7. SOLE VOTING POWER 1,579,900
EACH
REPORTING 8. SHARED VOTING POWER 0
PERSON
WITH 9. SOLE DISPOSITIVE POWER 1,579,900
10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.203%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 86768K106
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vivian Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
NUMBER OF
SHARES 7. SOLE VOTING POWER 1,579,900
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 1,579,900
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.203%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 86768K106
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lillian Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
NUMBER OF SHARES
BENEFICIALLY OWNED BY 7. SOLE VOTING POWER 1,579,900
EACH
REPORTING 8. SHARED VOTING POWER 0
PERSON
WITH 9. SOLE DISPOSITIVE POWER 1,579,900
10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.203%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 86768K106
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Henry Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
NUMBER OF SHARES
BENEFICIALLY OWNED BY 7. SOLE VOTING POWER 1,579,900
EACH
REPORTING 8. SHARED VOTING POWER 0
PERSON
WITH 9. SOLE DISPOSITIVE POWER 1,579,900
10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.203%
14. TYPE OF REPORTING PERSON
CO
This Amendment No. 3 amends and restates the Schedule 13D dated
December 30, 1999 (the "Schedule 13D"), as amended by Amendment No. 1 dated
January 6, 2000 and Amendment No. 2 dated January 26, 2000, as set
forth below.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $0.01
per share (the "Common Stock") of Sunrise Assisted Living, Inc., a Delaware
corporation (the "Issuer"). The address of the Issuer's principal executive
offices is 7902 Westpark Drive, McLean, Virginia 22102.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The names of the persons filing this Schedule 13D are RCW
Holdings S.A.R.L., a Luxembourg corporation ("RCW Holdings"), RCW Equities
Limited, a Cayman Islands corporation ("RCW Equities"), RCW Overseas
Limited, a Cayman Islands corporation ("RCW Overseas"), the LMR Issue
Trust, a Guernsey, Channel Islands trust (the "LMR Issue Trust"), The
Monument Trust Company Limited, a Guernsey, Channel Islands corporation
(the "Monument Trustee"), LMR Global Holdings S.A.R.L., a Luxembourg
corporation ("LMR Global Holdings"), RF Investments, a Guernsey, Channel
Islands corporation ("RF Investments"), RF Holdings Limited, a Guernsey,
Channel Islands corporation ("RF Holdings"), the PLR Issue Trust, a
Guernsey, Channel Islands trust (the "PLR Issue Trust"), St. Anne's
Trustees Limited, a Guernsey, Channel Islands corporation ("St. Anne's
Trustees"), FRR Investments Limited, a Cayman Islands corporation ("FRR
Investments"), the FRR Trust, a Guernsey, Channel Islands trust (the "FRR
Trust"), RH Investments Limited, a Cayman Islands corporation ("RH
Investments"), VXM Investments Limited, a Cayman Islands corporation ("VXM
Investments"), LXB Investments Limited, a Cayman Islands corporation ("LXB
Investments"), HR Investments Limited, a Cayman Islands corporation ("HR
Investments"), Rachel Trust, a Guernsey, Channel Islands trust ("Rachel
Trust"), Vivian Trust, a Guernsey, Channel Islands trust ("Vivian Trust"),
Lillian Trust, a Guernsey, Channel Islands trust ("Lillian Trust"), Henry
Trust, a Guernsey, Channel Islands trust ("Henry Trust" and, collectively
with RCW Holdings, RCW Equities, RCW Overseas, the LMR Issue Trust, the
Monument Trustee, LMR Global Holdings, RF Investments, RF Holdings, the PLR
Issue Trust, St. Anne's Trustees, FRR Investments, FRR Trust, RH
Investments, VXM Investments, LXB Investments, HR Investments, the Rachel
Trust, the Vivian Trust, and the Lillian Trust, the "ReportingPersons").
The Reporting Persons are making this single, joint filing because they may
be deemed to constitute a "group" within the meaning of Section 13d-3 of
the Securities Exchange Act of 1934 (the "Exchange Act").
RCW Holdings is 100% owned by RCW Equities Limited. RCW Equities
is 100% owned by RCW Overseas. RCW Overseas is 100% owned by the LMR Issue
Trust. The trustee of the LMR Issue Trust is the Monument Trustee.
LMR Global Holdings is 100% owned by RF Investments Limited. RF
Investments is100% owned by RF Holdings Limited. RF Holdings is 100% owned
by the PLR Issue Trust. The trustee of the PLR Issue Trust is St. Anne's
Trustees.
FRR Investments is 100% owned by the FRR Trust. The Trustee of
the FRR Trust is the Monument Trustee.
RH Investments is 100% owned by the Rachel Trust. VXM Investments
is 100% owned by the Vivian trust. LXB Investments is 100% owned by the
Lillian Trust. HR Investments is 100% owned by the Henry Trust.
LMR Protector Limited, a Cayman Islands corporation ("LMR
Protector"), has the power under the trust declarations to remove or
replace the Monument Trustee.
The names of the managers of RCW Holdings are J.B. Unsworth and
Henry Reichmann. The names of the directors and executive officers of RCW
Equities are J.B. Unsworth and Henry Reichmann. The names of the directors
and executive officers of RCW Overseas are J.B. Unsworth and Henry
Reichmann. The names of the directors and executive officers of the
Monument Trustee are Simon Brooks, Stephen John Harlow, Simon Richard
Henning, Geoffrey Robert Le Page, Andrew John Tabemer, Ansel Edwin Holder
and Kenneth Rayner.
The name of the manager of LMR Global Holdings is J.B. Unsworth.
The name of the directors and executive officers of RF Investments are J.B.
Unsworth and Henry Reichmann. The names of the directors and executive
officers of RF Holdings are J.B. Unsworth and Henry Reichmann. The names of
the directors and executive officers of the St. Anne's Trustees are
Alexander Elder, Gary Taylor and Alan Michael Chick.
The names of the directors and executive officers of FRR
Investments are J.B. Unsworth and Henry Reichmann. The names of the
directors and executive officers of the Monument Trustee are as noted above
in this Item 2(a).
The names of the directors of RH Investments, VXM Investments,
LXB Investments, and HR Investments are Henry Reichmann and J. B. Unsworth.
The names of the directors and executive officers of the Monument Trustee
are as noted above in this Item 2(a).
The names of the directors and executive officers of LMR
Protector are J.B. Unsworth and Joseph Reichmann.
(b) The business address of each of (i) RCW Holdings, (ii) each
of the managers of RCW Holdings, (iii) RCW Equities, (iv) each of the
directors of RCW Equities, (v) RCW Overseas, (vi) each of the directors of
RCW Overseas, (vii) RH Investments, (viii) VXM Investments, (ix) LXB
Investments, and (x) HR Investments is: c/o Unsworth & Associates,
Herengracht 483, 1017 BT, Amsterdam. The business address of the LMR Issue
Trust is Manor Place, St. Peter Port, Guernsey, Channel Islands. The
business address of the Monument Trustee is The Monument Trust Company
Limited, P.O. Box 236, Canada Court, St. Peter Port, Guernsey, Channel
Islands, GY1 4LE. The business address of the Rachel Trust, the Vivian
Trust, the Lillian Trust and the Henry Trust is c/o The Monument Trust
Company Limited, P.O. Box 236, Canada Court, St. Peter Port, Guernsey,
Channel Islands, GY1 4LE. The business address of each of the directors and
executive officers of the Monument Trustee is as follows:
Simon Brooks 14 New Street, St. Peter Port,Guernsey
Stephen John Harlow 14 New Street, St. Peter Port, Guernsey
Simon Richard Henning 14 New Street, St. Peter Port, Guernsey
Geoffrey Robert Le Page 14 New Street, St. Peter Port, Guernsey
Andrew John Tabemer 14 New Street, St. Peter Port, Guernsey
Ansel Edwin Holder Canada Court, Upland Road, St. Peter Port,
Guernsey
Kenneth Rayner Canada Court, Upland Road, St. Peter Port,
Guernsey
The business address of each of (i) LMR Global Holdings, (ii) the
manager of LMR Global Holdings, (iii) RF Investments, (iv) each of the
directors and executive officers of RF Investments, (v) RF Holdings and
(vi) each of the directors and executive officers of RF Holdings is: c/o
J.B. Unsworth, Herengracht 483, 1017 BT, Amsterdam. The business address of
the PLR Issue Trust is Richmond House, St. Anne's Place, St. Peter Port,
Guernsey. The business address of St. Anne's Trustees is St. Anne's
Trustees Limited, Richmond House, St. Anne's Place, St. Peter Port,
Guernsey. The business address of each of the directors and executive
officers of St. Anne's Trustees is Richmond House, St. Anne's Place, St.
Peter Port, Guernsey.
The business address of (i) FRR Investments and (ii) each of the
directors of FRR Investments is: c/o Unsworth & Associates, Herengracht
483, 1017 BT, Amsterdam. The business address of the FRR Trust is Manor
Place, St. Peter Port, Guernsey, Channel Islands. The business address of
the Monument Trustee is The Monument Trust Company Limited, P.O. Box 236,
Canada Court, St. Peter Port, Guernsey, Channel Islands, GY1 4LE. The
business address of each of the directors and executive officers of the
Monument Trust Company is as noted above in this Item 2(b).
The business address for each of (i) RH Investments, VXM Investments,
LXB Investments and HR Investments and (ii) each of the directors of RH
Investments, VXM Investments, LXB Investments and HR Investments, is c/o
Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam, The
Netherlands. The business address of J.B. Unsworth and Henry Reichmann is
c/o Unsworth & Associates, Herengracht 483, 1017 BT, Amsterdam,The
Netherlands. The business address of the Rachel Trust, the Vivian Trust,
the Lillian Trust and the Henry Trust is c/o The Monument Trust Company
Limited, P.O. Box 236, Canada Court, St. Peter Port, Guernsey, Channel
Islands, GY1 4LE.
The business address of LMR Protector is Walker House, P.O. Box
265, Mary Street, George Town, Grand Cayman. The business address of each
of the directors and executive officers of LMR Protector is c/o J.B.
Unsworth, Herengracht 483, 1017 BT, Amsterdam.
(c) Each of RCW Holdings, RCW Equities and RCW Overseas is a
corporation whose principal business is to hold, finance and participate in
investments. The LMR Issue Trust is a trust whose principal business is to
hold assets on behalf of the beneficiaries of the trust. The Monument
Trustee is a corporation whose principal business is to provide professional
trustee and corporate management services.
Each of LMR Global Holdings, RF Investments and RF Holdings is a
corporation whose principal business is to hold, finance and participate in
investments. The PLR Issue Trust is a trust whose principal business is to
hold assets on behalf of the beneficiaries of the trust. St. Anne's
Trustees is a corporation whose principal business is to provide
professional trustee and corporate management services.
FRR Investments is a corporation whose principal business is to
hold, finance and participate in investments. The FRR Trust is a trust
whose principal business is to hold assets on behalf of the beneficiaries
of the trust. The Monument Trustee is a corporation whose principal
business is to provide professional trustee and corporate management
services.
Each of RH Investments, VXM Investments, LXB Investments and HR
Investments are corporations whose principal business is to hold, finance
and participate in investments. Each of the Rachel Trust, the Vivian
Trust, the Lillian Trust and the Henry Trust are trusts whose principal
business is to hold assets on behalf of beneficiaries of the trust.
The present principal occupation of each of the managers of RCW
Holdings is a corporate executive. The present principal occupation of each
of the directors of RCW Equities is a corporate executive. The present
principal occupation of each of the directors of RCW Overseas is a
corporate executive. The principal occupation of each of the directors and
executive officers of the Monument Trustee is as follows:
Simon Brooks Chartered Accountant
Stephen John Harlow Chartered Accountant
Simon Richard Henning Chartered Accountant
Geoffrey Robert Le Page Accountant
Andrew John Tabemer Chartered Accountant
Ansel Edwin Holder Managing Director - Banking
Kenneth Rayner Head of Trust for British Isles
The present principal occupation of the manager of LMR Global
Holdings is a corporate executive. The present principal occupation of each
of the directors and executive officers of RF Investments is a corporate
executive. The present principal occupation of each of the directors and
executive officers of RF Holdings is a corporate executive. The present
principal occupation of each of the directors and executive officers of St.
Anne's Trustees is a corporate director.
The present principal occupation of each of the directors of FRR
Investments is a corporate executive. The present principal occupation of
each of the directors and executive officers of the Monument Trustee is
noted above in this Item 2(c).
The present principal occupation of each of the directors of RH
Investments, VXM Investments, LXB Investments, and HR Investments is a
corporate executive.
(d) During the past five years, none of the persons referred to in
paragraph (a) above has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, none of the persons referred to in
paragraph (a) above 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) RCW Holdings is organized under the laws of Luxembourg. Each of
the managers of RCW Holdings is a Canadian citizen. RCW Equities is
organized under the laws of the Cayman Islands. Each of the directors and
executive officers of RCW Equities is a Canadian citizen. RCW Overseas is
organized under the laws of the Cayman Islands. Each of the directors and
executive officers of RCW Overseas is a Canadian citizen. The LMR
IssueTrust is organized under the laws of Guernsey, Channel Islands. The
Monument Trustee is organized under the laws of Guernsey, Channel Islands.
Each of the directors and executive officers of the Monument Trustee is a
British citizen.
LMR Global Holdings is organized under the laws of Luxembourg.
The manager of LMR Global Holdings is a Canadian citizen. RF Investments is
organized under the laws of Guernsey, Channel Islands. Each of the
directors and executive officers of RF Investments is a Canadian citizen.
RF Holdings is organized under the laws of Guernsey, Channel Islands. Each
of the directors and executive officers of RF Holdings is a Canadian
citizen. The PLR Issue Trust is organized under the laws of Guernsey,
Channel Islands. St. Anne's Trustees is organized under the laws of
Guernsey, Channel Islands. Each of the directors and executive officers of
St. Anne's Trustees is a British citizen.
FRR Investments is organized under the laws of Cayman Islands.
Each of the directors of FRR Investments is a Canadian citizen. The FRR
Trust is organized under the laws of Guernsey, Channel Islands. The
Monument Trustee is organized under the laws of Guernsey, Channel Islands.
Each of the directors and executive officers of the Monument Trustee is a
British citizen.
RH Investments, VXM Investments, LXB Investments and HR Investments are
organized under the laws of the Cayman Islands. Each of the directors of
RH Investments, VXM Investments, LXB Investments and HR Investments is a
Canadian citizen.
Each of the Rachel Trust, the Vivian Trust, the Lillian Trust and the
Henry Trust is organized under the laws of Guernsey, Channel Islands.
The LMR Protector Trust is organized under the laws of the Cayman
Islands. J.B. Unsworth is a Canadian citizen. Joseph Reichmann is an
Israeli citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Each of RH Investments, VXM Investments, LXB Investments and
HR Investments each acquired 415,700 shares of Common Stock for $4,988,400
in the aggregate and obtained these funds from their respective working
capital. For sales of shares of Common Stock during the last 60 days, see
Item 5.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons have acquired the Common Stock for
investment purposes. The Reporting Persons will continuously evaluate their
ownership of Common Stock and the Issuer's business and industry. Depending
on market conditions and other factors that the Reporting Persons may deem
material to their investment decision, each of the Reporting Persons may
from time to time acquire additional shares of Common Stock in the open
market or in privately negotiated transactions or may dispose of all or a
portion of the shares of Common Stock that such Reporting Person now owns
or may hereafter acquire. Accordingly, the Reporting Persons should not be
considered passive investors.
None of the Reporting Persons currently has any plans or
proposals, though each Reporting Person reserves the right to subsequently
devise or implement plans or proposals, which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or transfer of
a material amount of assets of the Issuer or any of its subsidiaries; (d)
any change in the present board of directors or management of the 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 the Issuer; (f) any other
material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person; (h) causing a class of securities of the 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 the Issuer
becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act; or (j) any action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
To the best of the Reporting Persons' knowledge based on the
information contained in the Issuer's Quarterly Report of Form 10-Q for the
quarterly period ending September 30, 1999, the aggregate number of shares
of outstanding Common Stock is 21,938,424 shares. The percentages in this
Item 5 are based upon this information.
(a) RCW Holdings no longer holds directly any shares of Common
Stock. RCW Holdings may, pursuant to Rule 13d-3 and Rule 13d-5(b)(1) of
the Exchange Act, be deemed to be the beneficial owner of all shares of
Common Stock held by the Reporting Persons representing 7.203% of the
outstanding shares of Common Stock.
LMR Global Holdings holds 280,000 shares of Common Stock, which
represent approximately 1.277% of the issued and outstanding shares of
Common Stock. LMR Global Holdings may, pursuant to Rule 13d-3 and Rule
13d-5(b)(1) of the Exchange Act, be deemed to be the beneficial owner of
all shares of Common Stock held by the Reporting Persons representing
7.203% of the outstanding shares of Common Stock.
FRR Investments no longer holds directly any shares of the issued and
outstanding shares of Common Stock. FRR Investments may, pursuant to Rule
13d-3 and Rule 13d-5(b)(1) of the Exchange Act, be deemed to be the
beneficial owner of all shares of Common Stock held by the Reporting
Persons representing 7.203% of the outstanding shares of Common Stock.
RH Investments directly holds 324,975 shares of Common Stock, which
represent approximately 1.482% of the issued and outstanding shares of
Common Stock. RH Investments may, pursuant to Rule 13d-3 and Rule
13d-5(b)(1) of the Exchange Act, be deemed to be the beneficial owner of
all shares of Common Stock held by the Reporting Persons representing
7.203% of the outstanding shares of Common Stock.
VXM Investments directly holds 324,975 shares of Common Stock, which
represent approximately 1.482% of the issued and outstanding shares of
Common Stock. RH Investments may, pursuant to Rule 13d-3 and Rule
13d-5(b)(1) of the Exchange Act, be deemed to be the beneficial owner of
all shares of Common Stock held by the Reporting Persons representing
7.203% of the outstanding shares of Common Stock.
LXB Investments directly holds 324,975 shares of Common Stock, which
represent approximately 1.482% of the issued and outstanding shares of
Common Stock. RH Investments may, pursuant to Rule 13d-3 and Rule
13d-5(b)(1) of the Exchange Act, be deemed to be the beneficial owner of
all shares of Common Stock held by the Reporting Persons representing
7.203% of the outstanding shares of Common Stock.
HR Investments directly holds 324,975 shares of Common Stock, which
represent approximately 1.482% of the issued and outstanding shares of
Common Stock. RH Investments may, pursuant to Rule 13d-3 and Rule
13d-5(b)(1) of the Exchange Act, be deemed to be the beneficial owner of
all shares of Common Stock held by the Reporting Persons representing
7.203% of the outstanding shares of Common Stock.
(b) The Reporting Persons as a group have sole power to vote or
to direct the vote and sole power to invest power with respect to 1,579,900
shares of Common Stock. The Reporting Persons as a group have sole
power to vote or to direct the vote and sole power to dispose or to direct
the disposition of the shares of Common Stock. See Item 2(a).
(c) On March 2, 2000, RCW Holdings privately sold 176,250 shares
of Common Stock to each of RH Investments, VXM Investments, LXB Investments
and HR Investments at $12.00 per share on March 2, 2000.
On March 2, 2000, LMR Global Holdings privately sold 26,250 shares of
Common Stock to each of RH Investments, VXM Investments, LXB Investments
and HR Investments at $12.00 per share.
During the last 60 days, FRR Investments has sold the following shares
of Common Stock in open market transactions:
DATE NUMBER OF SALE PRICE
---- SHARES PER SHARE ($)
--------- ---------------
February 17, 2000 17,400 14.2500
February 18, 2000 3,600 14.2500
February 22, 2000 1,000 13.7500
On March 2, 2000, FRR Investments privately sold 213,200 shares of
Common Stock to each of RH Investments, VXM Investments, LXB Investments
and HR Investments at $12.00 per share.
During the last 60 days, RH Investments, VXM Investments, LXB
Investments and HR Investments each sold the following shares of Common
Stock in open market transactions:
DATE NUMBER OF SALE PRICE
---- SHARES PER SHARE ($)
--------- ---------------
March 9, 2000 44,000 15.2159
March 10, 2000 5,000 15.3750
March 13, 2000 40,500 14.6055
March 14, 2000 1,225 14.5179
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Persons may be deemed to be a group pursuant to
Section 13d-3 and Rule 13d-5(b)(1) of the Exchange Act since they have
agreed to act together for the purpose of holding and voting their
respective shares of Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Joint Filing Agreement of the Reporting Parties, dated
March 14, 2000.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth on this statement is true,
complete and correct.
Dated: March 14, 2000
RCW Holdings, S.A.R.L.
By: /s/ J.B. Unsworth
-------------------------
Name: J.B. Unsworth
Title: Manager
RCW Equities Limited
By: /s/ J.B. Unsworth
-------------------------
Name: J.B. Unsworth
Title: Director
RCW Overseas Limited
By: /s/ J.B. Unsworth
--------------------------
Name: J.B. Unsworth
Title: Director
The LMR Issue Trust by The Monument Trust
Company Limited in its capacity as Trustee
By: /s/ Geoffrey Le Page
----------------------------
Name: Geoffrey Le Page
Title: Director
LMR Global Holdings, S.A.R.L.
By: /s/ J.B. Unsworth
-----------------------------
Name: J.B. Unsworth
Title: Manager
RF Investments Limited
By: /s/ J.B. Unsworth
-----------------------------
Name: J.B. Unsworth
Title: Director
RF Holdings Limited
By: /s/ J.B. Unsworth
-----------------------------
Name: J.B. Unsworth
Title: Director
The PLR Issue Trust by St. Anne's Trustees
Limited in its capacity as Trustee
By: /s/ Alan Michael Chick
------------------------------
Name: Alan Michael Chick
Title: Director
St. Anne's Trustees Limited in its capacity as
Trustee of the PLR Issue Trust
By: /s/ Alan Michael Chick
---------------------------------
Name: Alan Michael Chick
Title: Director
FRR Investments Limited
By: /s/ J.B. Unsworth
----------------------------------
Name: J.B. Unsworth
Title: Director
The FRR Trust by The Monument Trust
Company Limited in its capacity as Trustee
By: /s/ Geoffrey Le Page
-----------------------------------
Name: Geoffrey Le Page
Title: Director
RH Investments Limited
By: /s/ J.B. Unsworth
-----------------------------------
Name: J.B. Unsworth
Title: Director
Rachel Trust by The Monument Trust
Company Limited in its capacity as Trustee
By: /s/ Geoffrey Le Page
------------------------------------
Name: Geoffrey Le Page
Title: Director
VXM Investments Limited
By: /s/ J.B. Unsworth
------------------------------------
Name: J.B. Unsworth
Title: Director
Vivian Trust by The Monument Trust
Company Limited in its capacity as Trustee
By: /s/ Geoffrey Le Page
------------------------------------
Name: Geoffrey Le Page
Title: Director
LXB Investments Limited
By: /s/ J.B. Unsworth
-----------------------------------
Name: J.B. Unsworth
Title: Director
Lillian Trust by The Monument Trust
Company Limited in its capacity as Trustee
By: /s/ Geoffrey Le Page
----------------------------------------
Name: Geoffrey Le Page
Title: Director
HR Investments Limited
By: /s/ J.B. Unsworth
----------------------------------------
Name: J.B. Unsworth
Title: Director
Henry Trust by The Monument Trust
Company Limited in its capacity as Trustee
By: /s/ Geoffrey Le Page
---------------------------------------
Name: Geoffrey Le Page
Title: Director
The Monument Trust Company Limited in its capacity
as Trustee of Rachel Trust, Vivian Trust, Lillian
Trust, Henry Trust, LMR Issue Trust and FRR Trust
By: /s/ Geoffrey Le Page
-----------------------------------------
Name: Geoffrey Le Page
Title: Director
EXHIBIT 2
JOINT FILING STATEMENT
The undersigned acknowledge and agree that the foregoing Amendment
3 to Schedule 13D is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13D shall be filed
on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that
each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him, her or it
contained herein, but shall be not responsible for the completeness and
accuracy of the information concerning the other entities or persons,
except to the extent that he, she or it knows or has reason to believe that
such information is accurate.
Dated: March 14, 2000
RCW Holdings, S.A.R.L.
By: /s/ J.B. Unsworth
-----------------------------------
Name: J.B. Unsworth
Title: Manager
RCW Equities Limited
By: /s/ J.B. Unsworth
-----------------------------------
Name: J.B. Unsworth
Title: Director
RCW Overseas Limited
By: /s/ J.B. Unsworth
-----------------------------------
Name: J.B. Unsworth
Title: Director
The LMR Issue Trust by The Monument Trust
Company Limited in its capacity as Trustee
By: /s/ Geoffrey Le Page
----------------------------------------
Name: Geoffrey Le Page
Title: Director
LMR Global Holdings, S.A.R.L.
By: /s/ J.B. Unsworth
----------------------------------------
Name: J.B. Unsworth
Title: Manager
RF Investments Limited
By: /s/ J.B. Unsworth
----------------------------------------
Name: J.B. Unsworth
Title: Director
RF Holdings Limited
By: /s/ J.B. Unsworth
-------------------------------------------
Name: J.B. Unsworth
Title: Director
The PLR Issue Trust by St. Anne's Trustees
Limited in its capacity as Trustee
By: /s/ Alan Michael Chick
--------------------------------------------
Name: Alan Michael Chick
Title: Director
St. Anne's Trustees Limited in its capacity as
Trustee of the PLR Issue Trust
By: /s/ Alan Michael Chick
--------------------------------------------
Name: Alan Michael Chick
Title: Director
FRR Investments Limited
By: /s/ J.B. Unsworth
--------------------------------------------
Name: J.B. Unsworth
Title: Director
The FRR Trust by The Monument Trust Company
Limited in its capacity as Trustee
By: /s/ Geoffrey Le Page
--------------------------------------------
Name: Geoffrey Le Page
Title: Director
RH Investments Limited
By: /s/ J.B. Unsworth
--------------------------------------------
Name: J.B. Unsworth
Title: Director
Rachel Trust by The Monument Trust Company Limited
in its capacity as Trustee
By: /s/ Geoffrey Le Page
------------------------------------------
Name: Geoffrey Le Page
Title: Director
VXM Investments Limited
By: /s/ J.B. Unsworth
------------------------------------------
Name: J.B. Unsworth
Title: Director
Vivian Trust by The Monument Trust Company Limited
in its capacity as Trustee
By: /s/ Geoffrey Le Page
-------------------------------------------
Name: Geoffrey Le Page
Title: Director
LXB Investments Limited
By: /s/ J.B. Unsworth
-------------------------------------------
Name: J.B. Unsworth
Title: Director
Lillian Trust by The Monument Trust Company
Limited in its capacity as Trustee
By: /s/ Geoffrey Le Page
--------------------------------------------
Name: Geoffrey Le Page
Title: Director
HR Investments Limited
By: /s/ J.B. Unsworth
--------------------------------------------
Name: J.B. Unsworth
Title: Director
Henry Trust by The Monument Trust Company Limited
in its capacity as Trustee
By: /s/ Geoffrey Le Page
---------------------------------------------
Name: Geoffrey Le Page
Title: Director
The Monument Trust Company Limited in its capacity
as Trustee of Rachel Trust, Vivian Trust, Lillian
Trust, Henry Trust, LMR Issue Trust and FRR Trust
By: /s/ Geoffrey Le Page
--------------------------------------------
Name: Geoffrey Le Page
Title: Director
