UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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.
Tel. No.: 011-31-20-622-3243
with a copy to:
RCW Holdings S.A.R.L. c/o Unsworth & Associates
Herengracht 483, 1017 BT, Amsterdam.
Tel. No.: 011-31-20-622-3243
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 20, 1999
(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 ss.ss. 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).
Page 1 of 14
<PAGE>
SCHEDULE 13D
CUSIP No. 86768K106 Page 2 of 14 Pages
---------
1 Names 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]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
WC
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Luxembourg
7 Sole Voting Power
NUMBER OF 1,477,700
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
1,477,700
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,477,700
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
6.7%
14 Type of Reporting Person (See Instructions)
CO
Page 2 of 14
<PAGE>
SCHEDULE 13D
CUSIP No. 86768K106 Page 3 of 14 Pages
---------
1 Names 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]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
N/A
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
NUMBER OF 1,477,700
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
1,477,700
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,477,700
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
6.7%
14 Type of Reporting Person (See Instructions)
CO
Page 3 of 14
<PAGE>
SCHEDULE 13D
CUSIP No. 86768K106 Page 4 of 14 Pages
---------
1 Names 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]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
N/A
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
NUMBER OF 1,477,700
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
1,477,700
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,477,700
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
6.7%
14 Type of Reporting Person (See Instructions)
CO
Page 4 of 14
<PAGE>
SCHEDULE 13D
CUSIP No. 86768K106 Page 5 of 14 Pages
---------
1 Names 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]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
N/A
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Guernsey, Channel Islands
7 Sole Voting Power
NUMBER OF 1,477,700
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
1,477,700
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,477,700
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
6.7%
14 Type of Reporting Person (See Instructions)
OO
Page 5 of 14
<PAGE>
SCHEDULE 13D
CUSIP No. 86768K106 Page 6 of 14 Pages
---------
1 Names 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]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
WC
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
NUMBER OF 1,477,700
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
1,477,700
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,477,700
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
6.7%
14 Type of Reporting Person (See Instructions)
CO
Page 6 of 14
<PAGE>
SCHEDULE 13D
CUSIP No. 86768K106 Page 7 of 14 Pages
---------
1 Names 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]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
N/A
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Guernsey, Channel Islands
7 Sole Voting Power
NUMBER OF 1,477,700
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
1,477,700
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,477,700
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
6.7%
14 Type of Reporting Person (See Instructions)
OO
Page 7 of 14
<PAGE>
SCHEDULE 13D
CUSIP No. 86768K106 Page 8 of 14 Pages
---------
1 Names 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]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
N/A
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Guernsey, Channel Islands
7 Sole Voting Power
NUMBER OF 1,477,700
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
1,477,700
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,477,700
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
6.7%
14 Type of Reporting Person (See Instructions)
CO
Page 8 of 14
<PAGE>
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"), FRR Investments
Limited, a Cayman Islands corporation ("FRR Investments"), The FRR Trust, a
Guernsey, Channel Islands trust (the "FRR Trust") and The Monument Trust Company
Limited, a Guernsey, Channel Islands corporation (the "Trustee" and,
collectively with RCW Holdings, RCW Equities, RCW Overseas, the LMR Issue Trust,
FRR Investments and the FRR Trust, the "Reporting Persons") hereby amend the
report on Schedule 13D filed by the Reporting Persons on December 30, 1999 (the
"Schedule 13D") in respect of the common stock, par value $0.01 per share (the
"Common Stock") of Sunrise Assisted Living, Inc., a Delaware corporation (the
"Issuer"), as set forth below. The Reporting Persons are making this single,
joint filing because they may be deemed to constitute a "group" within the
meaning of Section 13(d)(3) of the Exchange Act.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
To the best of the Reporting Persons' knowledge based on the
information contained in the Issuer's Quarterly Report of Form 10-Q for the
quarterly period ending June 30, 1999, the aggregate number of shares of
outstanding Common Stock is 21,933,794 shares.
(a) RCW Holdings directly holds 705,000 shares of Common Stock. RCW
Equities, RCW Overseas, the LMR Issue Trust and the Trustee may each, pursuant
to Rule 13d- 3 of the Exchange Act, be deemed to be the beneficial owner of such
shares. FRR Investments and the FRR Trust may each, pursuant to Rule 13d-5(b)(1)
of the Exchange Act, be deemed to be the beneficial owner of such shares.
FRR Investments directly holds 772,700 shares of Common Stock. The FRR
Trust and the Trustee may each, pursuant to Rule 13d-3 of the Exchange Act, be
deemed to be the beneficial owner of such shares. RCW Holdings, RCW Equities,
RCW Overseas and the LMR Issue Trust may each, pursuant to Rule 13d-5(b)(1) of
the Exchange Act, be deemed to be the beneficial owner of such shares.
(b) RCW Holdings, RCW Equities, RCW Overseas, the LMR Issue Trust, FRR
Investments, the FRR Trust and the Trustee have sole voting and investment power
with respect to the 1,477,700 shares of Common Stock, which represent 6.7% of
the issued and outstanding shares of the Common Stock.
(c) During the last 60 days, RCW Holdings has acquired the following
shares of Common Stock:
NUMBER OF PURCHASE PRICE
DATE SHARES PER SHARE ($)
---- ------ -------------
December 10, 1999 25,400 $12.2550
December 13, 1999 26,200 $12.2118
December 14, 1999 18,400 $12.2900
These shares were purchased in open market transactions.
Page 9 of 14
<PAGE>
During the last 60 days, RCW Holdings has sold the following shares of
Common Stock:
NUMBER OF SALE PRICE
DATE SHARES PER SHARE ($)
---- ------ -------------
December 17, 1999 385,000 $11.0600
These shares were sold privately to LMR Global Holdings S.A.R.L.
During the last 60 days, FRR Investments has acquired the following
shares of Common Stock:
NUMBER OF PURCHASE PRICE
DATE SHARES PER SHARE ($)
---- ------ -------------
December 20, 1999 128,700 $11.3523
December 21, 1999 52,100 $11.4468
December 22, 1999 200,000 $11.6793
December 23, 1999 225,800 $11.9713
December 27, 1999 154,900 $11.8439
December 28, 1999 3,900 $11.8585
December 29, 1999 7,300 $11.9110
These shares were purchased in open market transactions.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Joint Filing Agreement of the Reporting Parties, dated
January 6, 2000
Page 10 of 14
<PAGE>
Signature
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: January 6, 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
FRR Investments Limited
By: /s/ J.B. Unsworth
-----------------
Name: J.B. Unsworth
Title: Director
Page 11 of 14
<PAGE>
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
The Monument Trust Company Limited in
its capacity as Trustee of The LMR
Issue Trust and The FRR Trust
By: /s/ Geoffrey Le Page
--------------------
Name: Geoffrey Le Page
Title: Director
Page 12 of 14
EXHIBIT 1
JOINT FILING STATEMENT
The undersigned acknowledge and agree that the foregoing Amendment 1 to
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to 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 not be
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: January 6, 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
Page 13 of 14
<PAGE>
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
The Monument Trust Company Limited in
its capacity as Trustee of The LMR
Issue Trust and The FRR Trust
By: /s/ Geoffrey Le Page
--------------------
Name: Geoffrey Le Page
Title: Director
Page 14 of 14
