UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)
ALTERRA HEALTHCARE CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
02146C104
(CUSIP Number)
AR Investments Limited c/o Unsworth & Associates
Herengracht 483, 1017 BT, Amsterdam.
Tel. No.: 011-31-20-623-2205
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
January 25, 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 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).
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SCHEDULE 13D
CUSIP No. 02146C104
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AR 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
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,995,400
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH __________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,995,400
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,995,400
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.04%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 02146C104
1 NAMES 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]
(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
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,995,400
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH __________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,995,400
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,995,400
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.04%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 02146C104
1 NAMES 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]
(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
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,995,400
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH __________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,995,400
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,995,400
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.04%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 02146C104
1 NAMES 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]
(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
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,995,400
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH __________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,995,400
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,995,400
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.04%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 02146C104
1 NAMES 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]
(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
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,995,400
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH __________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,995,400
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,995,400
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.04%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
AR Investments Limited, a Cayman Islands corporation ("AR
Investments"), 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"), and HR Investments Limited, a Cayman Islands corporation
("HR Investments" and, collectively with AR Investments, RH Investments,
VXM Investments and LXB Investments, the "Reporting Persons") hereby amend
the report on Schedule 13D filed by the Reporting Persons on January 18,
2000 (the "Schedule 13D") in respect of common stock, par value $0.01 per
share (the "Common Stock") of Alterra Healthcare Corporation, 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 Securities Exchange
Act of 1934 (the "Exchange Act").
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated as
follows:
On January 6, 2000 each of the Reporting Persons used $1,540,000
($7,700,000 in the aggregate) from their respective working capital to
purchase 220,000 shares (1,100,000 shares in the aggregate) of Common Stock
from an affiliate of the Reporting Person. This affiliate had acquired
these 1,100,000 shares (which represent less than 5% of the outstanding
shares of Common Stock) in open market transactions on the American Stock
Exchange from December 10, 1999 through December 22, 1999 at an aggregate
price of $7,713,805 (or an average of $7.0126 per share).
Each of the Reporting Persons used $1,352,332 ($6,761,660 in the
aggregate) from their respective working capital to acquire an additional
179,080 shares of Common Stock (or 895,400 shares in the aggregate) in open
market transactions on the American Stock Exchange from January 6, 2000 to
January 25, 2000. See Item 5(c).
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 September 30, 1999, the aggregate number of shares
of outstanding Common Stock is 22,084,888 shares.
(a) AR Investments, RH Investments, VXM Investments, LXB
Investments, and HR Investments each hold 399,080 shares of Common Stock
(representing 1.81% of the outstanding shares of Common Stock). Pursuant to
Rule 13d-3 of the Exchange Act, each Reporting Person may be deemed to be
the beneficial owner of all 1,995,400 shares of Common Stock held by the
Reporting Persons representing 9.04% 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 dispose or to direct the disposition
of the shares of Common Stock. See Item 2(a).
(c) During the last 60 days, the Reporting Persons have acquired
the following shares of Common Stock:
(i) On January 6, 2000, AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments each purchased 220,000
shares of Common Stock from an affiliate at $7.0000 per share. See Item 3.
(ii) On January 6, 2000, AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 25,820 shares
of Common Stock at $7.0930 per share.
(iii) On January 7, 2000, AR Investments, RH Investments,
VXM Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 52,880 shares
of Common Stock at $7.4343 per share.
(iv) On January 10, 2000, AR Investments, RH Investments,
VXM Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 10,000 shares
of Common Stock at $7.9506 per share.
(v) On January 11, 2000, AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 12,980 shares
of Common Stock at $8.2371 per share.
(vi) On January 13, 2000, AR Investments, RH Investments,
VXM Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 9,000 shares of
Common Stock at $7.5000 and 22,340 shares of Common Stock at $7.3459 per
share.
(vii) On January 18, 2000, AR Investments, RH Investments,
VXM Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 1,040 shares of
Common Stock at $7.6196 per share.
(viii) On January 19, 2000, AR Investments, RH Investments,
VXM Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 1,600 shares of
Common Stock at $7.6300 per share.
(ix) On January 20, 2000, AR Investments, RH Investments,
VXM Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 1,060 shares of
Common Stock at $7.6400 per share.
(x) On January 21, 2000, AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 18,720 shares
of Common Stock at $7.8770 per share.
(xi) On January 24, 2000, AR Investments, RH Investments,
VXM Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 16,980 shares
of Common Stock at $7.6940 per share.
(xii) On January 25, 2000, AR Investments, RH Investments,
VXM Investments, LXB Investments and HR Investments each purchased in open
market transactions effected on the American Stock Exchange 6,660 shares of
Common Stock at $7.7630 per share.
(d) Not applicable.
(e) Not applicable.
<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 26, 2000
AR Investments Limited
By: /s/ J.B. Unsworth
----------------------
Name: J.B. Unsworth
Title: Director
RH Investments Limited
By: /s/ J.B. Unsworth
----------------------
Name: J.B. Unsworth
Title: Director
VXM Investments Limited
By: /s/ J.B. Unsworth
----------------------
Name: J.B. Unsworth
Title: Director
LXB Investments Limited
By: /s/ J.B. Unsworth
----------------------
Name: J.B. Unsworth
Title: Director
HR Investments Limited
By: /s/ J.B. Unsworth
----------------------
Name: J.B. Unsworth
Title: Director
