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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
Karrington Health, Inc.
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(Name of Issuer)
Common Shares, Without Par Value
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(Title of Class of Securities)
485762108
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(CUSIP Number)
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(Date of Event Which Requires Filing this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
Rule 13d-1(b)
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Rule 13d-1(c)
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X Rule 13d-1(d)
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* 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 the
disclosures provided in a prior cover page.
The information required in 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 8
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CUSIP NO. 485762108 13G Page 2 of 8
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
JMAC, Inc.
31-0981458
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) X
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(b)
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3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
2,250,000 shares
7. SOLE DISPOSITIVE POWER
2,250,000 shares
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,250,000 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
32.9%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IC
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CUSIP NO. 485762108 13G Page 3 of 8
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
John H McConnell
2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) X
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(b)
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3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
2,265,800 shares
7. SOLE DISPOSITIVE POWER
2,265,800 shares
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,265,800 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
X
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
33.1%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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ITEM 1(a) NAME OF ISSUER.
Karrington Health, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
919 Old Henderson Road
Columbus, Ohio 43220
ITEM 2(a) NAME OF PERSON FILING.
(i) JMAC, Inc.("JMAC"), an Ohio Corporation.
(ii) John H. McConnell ("McConnell"), the Chairman of the Board and a
controlling shareholder of JMAC. The directors of JMAC have given
McConnell sole voting and investment power in the Common Shares of
Karrington Health, Inc. held by it.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE OF PERSON FILING.
(i) JMAC, Inc.
150 East Wilson Bridge Road
Columbus, Ohio 43085
(ii) John H. McConnell
Worthington Industries, Inc.
1205 Dearborn Drive
Columbus, Ohio 43085
ITEM 2(c) CITIZENSHIP OF PERSON FILING.
Ohio for each of JMAC and McConnell
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Shares, Without Par Value
ITEM 2(e) CUSIP NUMBER.
485762108
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b),
OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act.
(b) [ ] Bank as defined in section 3(a)(6) of the Act.
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(c) [ ] Insurance company as defined in section 3(a)(19) of the Act.
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940.
(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(l)(ii)(F).
(g) [ ] A parent holding company in accordance with Section
240.13d-1(b)(ii)(G).
(h) [ ] A savings association as defined in section 3(b) of the Federal
Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of investment
company under section 3(c) of the Investment Company Act
of 1940.
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
ITEM 4 OWNERSHIP.
(a) Amount Beneficially Owned:
JMAC: 2,250,000 shares (1)
McConnell: 2,265,800 shares (1)(2)
(b) Percent of Class:
JMAC: 32.9%
McConnell: 33.1%
(c) Number of shares as to which such person filing has:
(i) Sole power to vote or to direct the vote:
JMAC: 0 shares
McConnell: 0 shares
(ii) Shared power to vote or to direct the vote:
JMAC: 2,250,000 shares (1)
McConnell: 2,265,800 shares (1)(2)
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(iii) Sole power to dispose or to direct the disposition of:
JMAC: 2,250,000 shares (1)
McConnell: 2,265,800 shares (1)(2)
(iv) Shared power to dispose or to direct the disposition of:
JMAC: 0 shares
McConnell: 0 shares
(1) Each of JMAC, Inc. and Mr. McConnell has entered into a
shareholder agreement with Sunrise Assisted Living, Inc. ("Sunrise")
granting Sunrise an irrevocable proxy to vote all of its/his shares in
favor of a pending merger of Sunrise and Karrington Health, Inc. and
against any competing third party transaction.
(2) Includes 2,250,000 shares owned of record and beneficially
by JMAC. McConnell is the Chairman of the Board and a controlling
shareholder of JMAC, and the directors of JMAC have given McConnell
sole voting and investment power in the Common Shares of Karrington
Health, Inc. held by it. Also includes 10,000 shares which McConnell
has the right to acquire on exercise of presently exercisable options.
Does not include 800 shares held of record by Mr. McConnell's wife
with respect to which he disclaims beneficial ownership.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
or more than five percent of the class of securities, check the
following: [ ].
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not Applicable.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Not Applicable.
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ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
Dated: As of December 31, 1998 JMAC, INC.
By: s/ Michael A. Priest
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Michael A. Priest, Secretary
Dated: As of December 31, 1998 By: s/ John H. McConnell
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John H. McConnell
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the persons named below hereby agree to the joint filing on behalf of each
of them of a statement on Schedule 13G (including any amendments thereto) with
respect to the shares of Common Shares of Karrington Health, Inc. beneficially
owned by each of them and further agree that this Joint Filing Agreement be
included as an exhibit to such joint filings.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing
Agreement as of the 12th day of February, 1999.
JMAC, Inc.
By: s/ Michael A. Priest
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Michael A. Priest, Secretary
By: s/ John H. McConnell
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John H. McConnell
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