<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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
THE NETHERLANDS
TEL. NO.: 011-31-20-623-2205
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
MAY 18, 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).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 02146C104
1. NAME 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
(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 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.81 %
2
<PAGE> 3
14. TYPE OF REPORTING PERSON
CO
3
<PAGE> 4
SCHEDULE 13D
CUSIP No. 02146C104
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 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.81 %
4
<PAGE> 5
14. TYPE OF REPORTING PERSON
CO
5
<PAGE> 6
SCHEDULE 13D
CUSIP No. 02146C104
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 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.81 %
6
<PAGE> 7
14. TYPE OF REPORTING PERSON
CO
7
<PAGE> 8
SCHEDULE 13D
CUSIP No. 02146C104
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 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.81 %
8
<PAGE> 9
14. TYPE OF REPORTING PERSON
CO
9
<PAGE> 10
SCHEDULE 13D
CUSIP No. 02146C104
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 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.81 %
10
<PAGE> 11
14. TYPE OF REPORTING PERSON
CO
11
<PAGE> 12
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barry 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 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.81%
14. TYPE OF REPORTING PERSON
CO
12
<PAGE> 13
CUSIP No. 02146C104
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 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.81 %
14. TYPE OF REPORTING PERSON
CO
13
<PAGE> 14
CUSIP No. 02146C104
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 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.81 %
14. TYPE OF REPORTING PERSON
CO
14
<PAGE> 15
CUSIP No. 02146C104
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 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.81 %
14. TYPE OF REPORTING PERSON
CO
15
<PAGE> 16
CUSIP No. 02146C104
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 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.81 %
14. TYPE OF REPORTING PERSON
CO
16
<PAGE> 17
SCHEDULE 13D
CUSIP No. 02146C104
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 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.81 %
17
<PAGE> 18
14. TYPE OF REPORTING PERSON
CO
18
<PAGE> 19
SCHEDULE 13D
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
IPC Advisors 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
Luxemburg
NUMBER OF 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.81 %
19
<PAGE> 20
14. TYPE OF REPORTING PERSON
CO
20
<PAGE> 21
SCHEDULE 13D
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LMR 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 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.81 %
21
<PAGE> 22
14. TYPE OF REPORTING PERSON
CO
22
<PAGE> 23
SCHEDULE 13D
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The LMR Family 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
Cayman Islands
NUMBER OF 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.81 %
23
<PAGE> 24
14. TYPE OF REPORTING PERSON
OO
24
<PAGE> 25
SCHEDULE 13D
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Caledonian Bank & Trust 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 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.81 %
25
<PAGE> 26
14. TYPE OF REPORTING PERSON
CO
26
<PAGE> 27
SCHEDULE 13D
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
IPC Advisors Senior Care Industry Fund, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
(b) ___
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.81 %
27
<PAGE> 28
14. TYPE OF REPORTING PERSON
PN
28
<PAGE> 29
SCHEDULE 13D
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
IPC Advisors Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
(b) ___
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.81 %
29
<PAGE> 30
14. TYPE OF REPORTING PERSON
CO
30
<PAGE> 31
SCHEDULE 13D
CUSIP No. 02146C104
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
IPC Advisors Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) X
(b) ___
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
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 7. SOLE VOTING POWER 2,167,900
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 2,167,900
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.81 %
31
<PAGE> 32
14. TYPE OF REPORTING PERSON
CO
32
<PAGE> 33
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"), HR Investments Limited, a Cayman Islands corporation ("HR
Investments") Barry Trust, a Guernsey, Channel Islands trust ("Barry Trust"),
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"), The Monument Trust Company Limited, a Guernsey,
Channel Islands corporation (the "Monument Trustee"), IPC Advisors S.A.R.L., a
Luxemburg corporation ("IPC"), LMR Investments Limited, a Cayman Islands
corporation ("LMR Investments"), The LMR Family Trust, a Cayman Islands trust
(the "LMR Trust") and Caledonian Bank & Trust Limited, a Cayman Islands
corporation (the "Caledonian Trustee"), IPC Advisors Senior Care Industry Fund
L.P., a Delaware limited partnership (the "IPC Fund"), IPC Advisors Limited, a
corporation organized under the laws of the Cayman Islands ("IPC Limited"), and
IPC Advisors Corp., a Delaware corporation ("IPC Corporation" and collectively
with AR Investments, RH Investments, VXM Investments, LXB Investments, HR
Investments, Barry Trust, Rachel Trust, Vivian Trust, Lillian Trust, Henry
Trust, the Monument Trustee, IPC, LMR Investments, LMR Trust, the IPC Fund and
IPC Limited, 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
amended by Amendment No. 1 thereto filed on January 26, 2000 and further amended
by Amendment No. 2 thereto filed on February 20, 2000, 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 2. IDENTITY AND BACKGROUND.
Item 2 of Schedule 13d is hereby amended and restated as follows:
(a) The names of the persons filing this statement are 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"), HR Investments
Limited, a Cayman Islands corporation ("HR Investments"), Barry Trust, a
Guernsey, Channel Islands trust ("Barry Trust"), 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"), The Monument Trust Company Limited, a Guernsey, Channel Islands
corporation (the "Monument Trustee"), IPC Advisors S.A.R.L., a Luxemburg
corporation ("IPC"), LMR Investments Limited, a Cayman Islands corporation ("LMR
Investments"), The LMR Family Trust, a Cayman Islands trust (the "LMR Trust"),
Caledonian Bank & Trust Limited, a Cayman Islands corporation (the "Caledonian
Trustee"), IPC Advisors Senior Care Industry Fund L.P., a Delaware limited
partnership (the "IPC Fund"), IPC Advisors Limited, a corporation organized
under the laws of the Cayman Islands ("IPC Limited"), and IPC Advisors Corp., a
Delaware corporation ("IPC Corporation"). 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").
AR Investments is 100% owned by the Barry Trust, a Guernsey, Channel
Islands trust. RH Investments is 100% owned by the Rachel Trust, a Guernsey,
Channel Islands trust. VXM Investments is 100% owned by the Vivian trust, a
Guernsey, Channel Islands trust. LXB Investments is 100% owned by
33
<PAGE> 34
the Lillian Trust, a Guernsey, Channel Islands trust. HR Investments is 100%
owned by the Henry Trust, a Guernsey, Channel Islands trust.
The Monument Trust Company Limited, a Guernsey, Channel Islands
corporation, is the trustee (the "Monument Trustee") for the Barry Trust, the
Rachel Trust, the Vivian Trust, the Lillian Trust and the Henry Trust. The
Monument Trustee has discretion regarding investment and voting decisions. LMR
Protector Limited, a Cayman Islands corporation, has the power under the trust
declarations to remove or replace the Monument Trustee.
LMR Investments Limited, a Cayman Islands corporation owns 100% of the
equity of IPC and LMR Family Trust, a Cayman Islands trust, owns 100% of the
equity of LMR Investments Limited.
The names of the directors of AR Investments, RH Investments, VXM
Investments, LXB Investments, IPC Limited, and HR Investments are Henry
Reichmann and J. B. Unsworth. 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 names of the directors and executive officers of LMR
Protector Limited are J.B. Unsworth and Joseph Reichmann.
The names of the directors of IPC are Henry Reichmann and J.B. Unsworth.
The names of the directors of LMR Investments are Henry Reichmann and J.B.
Unsworth. The names of the directors and executive officers of the Caledonian
Trustee are W.S. Walker, D.G. Bird, G.J.R. Stein, A.J.E. Foster, D.S. Sargison,
D.J.V. Burge, D.S. Walker, B.G.H. McGrath, Vijayabalan Murugesu and F.M. Barrie.
The general partner of the IPC Fund is IPC Corp. and its manager is IPC
Limited. The names of the directors of IPC Corp. are Gary Goodman, Manfred Walt
and Dov Meyer.
No shares of capital stock of IPC Corp. have been issued.
(b) The business address for each of AR Investments, 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 Barry Trust,
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 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 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
34
<PAGE> 35
The business address of LMR Protector Limited 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 Limited is c/o Unsworth &
Associates, Herengracht 483, 1017 BT, Amsterdam, The Netherlands.
The business address of IPC is IPC Advisors S.A.R.L. c/o Unsworth &
Associates, Herengracht 483, 1017 BT, Amsterdam. The business address of each of
the directors of IPC is IPC Advisors S.A.R.L. c/o Unsworth & Associates,
Herengracht 483, 1017 BT, Amsterdam.
The business address of each of LMR Investments and IPC Limited is Walker
House, Mary Street, Georgetown, Grand Cayman, Cayman Islands. The business
address of each of the directors of LMR Investments and IPC Limited is Walker
House, Mary Street, George Town, Grand Cayman, Cayman Islands.
The business address of the LMR Trust is Caledonian House, Jennette Street,
P.O. Box 1043, George Town, Grand Cayman, Cayman Islands.
The business address of the Caledonian Trustee is Caledonian House,
Jennette Street, P.O. Box 1043, George Town, Grand Cayman, Cayman Islands. The
business address of each of the directors and executive officers of the
Caledonian Trustee is Caledonian House, Jennette Street, P.O. Box 1043, George
Town, Grand Cayman, Cayman Islands.
The business address of each of the IPC Fund and IPC Corp. is 1209 Orange
Street, Wilmington, Delaware 19801.
(c) AR Investments, RH Investments, VXM Investments, LXB Investments, HR
Investments, IPC, IPC Limited and LMR Investments are corporations whose
principal business is to hold, finance and participate in investments. Each of
the Barry Trust, the Rachel Trust, the Vivian Trust, the Lillian Trust, the
Henry Trust and the LMR Trust are trusts whose principal business is to hold
assets on behalf of beneficiaries of the trust. The Monument Trustee and the
Caledonian Trustee are corporations whose principal business is to provide
professional trustee and corporate management services.
The present principal occupation of each of the directors of AR
Investments, RH Investments, VXM Investments, LXB Investments, and HR
Investments is a corporate executive.
The present principal occupation of each of the officers and directors of
IPC, IPC Corporation and LMR Investments is a private investor.
The present principal occupation of each of the officers and directors of
IPC Corporation is real estate development.
The present 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
35
<PAGE> 36
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 Joseph Reichmann is a corporate
executive.
The present principal occupation of each of the directors and executive
officers of the Caledonian Trustee is as follows:
W.S. Walker Chairman of the Caledonian Trustee
D.G. Bird Non-executive Director of Caledonian Trustee
G.J.R. Stein Attorney-at-law with W.S. Walker & Company
A.J.E. Foster Attorney-at-law with W.S. Walker & Company
D.S. Sargison Managing Director of Caledonian Trustee
D.J.V. Burge Managing Director of Caledonian (Isle of
Man) Limited
D.S. Walker Assisting Managing Director of Caledonian Trustee
B.G.H. McGrath Assisting Managing Director of Caledonian Trustee
Vijayabalan Murugesu Assisting Managing Director of Caledonian Trustee
F.M. Barrie Assistant Secretary of Caledonian Trustee
(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) AR Investments, RH Investments, VXM Investments, LXB Investments, IPC
Limited, HR Investments and LMR Investments are organized under the laws of the
Cayman Islands.
Each of the directors of AR Investments, RH Investments, VXM Investments,
LXB Investments, HR Investments and LMR Investments is a Canadian citizen.
IPC is organized under the laws of Luxemburg. Each of the directors of IPC
is a Canadian citizen.
Each of the Barry Trust, the Rachel Trust, the Vivian Trust, the Lillian
Trust and the Henry 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.
Joseph Reichmann is an Israeli citizen.
The Caledonian Trust is organized under the laws of the Cayman Islands.
36
<PAGE> 37
The Caledonian Trustee is organized under the laws of the Cayman Islands.
The directors and executive officers of the Caledonian Trustee have the
following citizenship:
W.S. Walker Cayman Islands
D.G. Bird Cayman Islands
G.J.R. Stein United Kingdom
A.J.E. Foster United Kingdom
D.S. Sargison United Kingdom
D.J.V. Burge United Kingdom
D.S. Walker Cayman Islands
B.G.H. McGrath Republic of Ireland
Vijayabalan Murugesu Malaysia
F.M. Barrie United Kingdom
The IPC Fund is a Delaware limited partnership. The IPC Fund's general
partner is IPC Corp. and its manager is IPC Limited. IPC Corp. is a Delaware
corporation. Each of the officers and directors of IPC Corp. is a Canadian
citizen.
IPC Limited is organized under the laws of the Cayman Islands. Each of the
directors of IPC Limited is a Canadian citizen.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons have acquired the shares of Common Stock for
investment purposes. The Reporting Persons will continuously evaluate their
ownership of shares 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.
Representatives of IPC and the Issuer previously held discussions with
respect to a possible significant equity investment in the Issuer by IPC and/or
its affiliates. In this connection, the Issuer provided certain confidential
information to IPC pursuant to a confidentiality agreement. Pursuant to the
confidentiality agreement, among other things, IPC has agreed through January
31, 2001, without the prior written consent of the Issuer (with certain
exceptions), not to (i) acquire any additional voting securities or rights to
acquire voting securities of the Issuer; (ii) make, or participate in any proxy
solicitation or seek to influence the voting of securities of the Issuer; (iii)
participate in a "group" with respect to any voting securities of the Issuer; or
(iv) otherwise act to seek control of the management, Board of Directors or
policies of the Issuer.
On April 26, 2000, the Issuer entered into a Purchase Agreement with
RDVEPCO, L.L.C., a Michigan limited liability company, Group One Investors,
L.L.C., a Michigan limited liability company and Holiday Retirement 2000, LLC, a
Washington limited liability company, pursuant to which the Issuer agreed to
issue between $138.0 million and $203 million of convertible senior debentures
and convertible preferred shares.
On May 18, 2000, the IPC Fund delivered two letters to the Board of
Directors of the Issuer in which the IPC Fund proposed to purchase up to $205
million shares of convertible senior debentures and convertible preferred shares
(the "Proposed Transaction"). Copies of these letters are attached to this
amended Schedule 13-D as Exhibit 4.
37
<PAGE> 38
Concurrently with the consummation of the Proposed Transaction (as defined
above), each of the Reporting Persons intends to transfer the shares of Common
Stock of the Issuer held by them to the IPC Fund. The IPC Fund would issue
limited partnership interests in consideration therefor.
Except as noted above, 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. There can be no assurance that the Proposed
Transaction will occur.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended and restated as follows:
AR Investments, RH Investments, VXM Investments, LXB Investments and HR
Investments are each ultimately controlled by the Monument Trustee. IPC, LMR
Investments and LMR Trust are each ultimately controlled by the Caledonian
Trust. AR Investments, RH Investments, VXM Investments, LXB Investments, HR
Investments, the Barry Trust, the Rachel Trust, the Vivian Trust, the Lillian
Trust, the Henry Trust, IPC, LMR Investments, LMR Trust, the IPC Fund, IPC Corp.
and IPC Limited may be deemed to be a group pursuant to Section 13(d) (3) and
Rule 13d-5(b)(1) of the Exchange Act. Except as disclosed in Item 4, the
Reporting Persons and the other persons named in Item 2(a) have not entered into
any contracts, arrangements, understandings or relationships (legal or
otherwise) among themselves or between themselves and any person with respect to
any securities of the Issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies. No securities are pledged or otherwise
subject to a contingency the occurrence of which would give another person
voting power or investment power over such securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 3. Joint Filing Agreement of the Reporting Parties, dated
May 22, 2000.
Exhibit 4. Offer Letters dated May 17, 2000.
38
<PAGE> 39
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: May 22, 2000
AR Investments Limited
/s/ J.B. Unsworth
----------------------------
Name: J.B. Unsworth
Title: Director
Barry Trust by The Monument Trust
Company Limited in its capacity as Trustee
/s/ Geoffrey Le Page
----------------------------
Name: Geoffrey Le Page
Title: Director
RH Investments Limited
/s/ J.B. Unsworth
----------------------------
Name: J.B. Unsworth
Title: Director
Rachel Trust by The Monument Trust
Company Limited in its capacity as Trustee
/s/ Geoffrey Le Page
----------------------------
Name: Geoffrey Le Page
Title: Director
VXM Investments Limited
/s/ J.B. Unsworth
----------------------------
Name: J.B. Unsworth
Title: Director
<PAGE> 40
Vivian Trust by The Monument Trust
Company Limited in its capacity as Trustee
/s/ Geoffrey Le Page
----------------------------
Name: Geoffrey Le Page
Title: Director
LXB Investments Limited
/s/ J.B. Unsworth
----------------------------
Name: J.B. Unsworth
Title: Director
Lillian Trust by The Monument Trust
Company Limited in its capacity as Trustee
/s/ Geoffrey Le Page
----------------------------
Name: Geoffrey Le Page
Title: Director
HR Investments Limited
/s/ J.B. Unsworth
----------------------------
Name: J.B. Unsworth
Title: Director
Henry Trust by The Monument Trust
Company Limited in its capacity as Trustee
/s/ Geoffrey Le Page
----------------------------
Name: Geoffrey Le Page
Title: Director
The Monument Trust Company Limited in its
capacity as Trustee of Barry Trust, Rachel
Trust, Vivian Trust, Lillian Trust and
Henry Trust
/s/ Geoffrey Le Page
----------------------------
Name: Geoffrey Le Page
Title: Director
<PAGE> 41
IPC Advisors S.A.R.L.
/s/ J.B. Unsworth
----------------------------
Name: J.B. Unsworth
Title: Manager
LMR Investments Limited
/s/ J.B. Unsworth
----------------------------
Name: J.B. Unsworth
Title: Director
LMR Family Trust by Caledonian Bank
& Trust Limited in its capacity as Trustee
/s/ Fiona Barrie
----------------------------
Name: Fiona Barrie
Title:
Caledonian Bank & Trust Limited in
its capacity as Trustee of the LMR Family
Trust
/s/ Fiona Barrie
----------------------------
Name: Fiona Barrie
Title:
IPC Advisors Senior Care Industry Fund, L.P. by
IPC Advisors Corp., its general partner
/s/ Manfred Walt
----------------------------
Name: Manfred Walt
Title: Signing Officer
IPC Advisors Corp.
/s/ Manfred Walt
----------------------------
Name: Manfred Walt
Title: Signing Officer
<PAGE> 42
IPC Advisors Limited
/s/ J.B. Unsworth
----------------------------
Name: J.B. Unsworth
Title: Director
JOINT FILING STATEMENT
The undersigned acknowledge and agree that the foregoing statement on
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: May 22, 2000
AR Investments Limited
/s/ J.B. Unsworth
----------------------------
Name: J.B. Unsworth
Title: Director
Barry Trust by The Monument Trust
Company Limited in its capacity as Trustee
/s/ Geoffrey Le Page
----------------------------
Name: Geoffrey Le Page
Title: Director
RH Investments Limited
/s/ J.B. Unsworth
----------------------------
Name: J.B. Unsworth
Title: Director
Rachel Trust by The Monument Trust
Company Limited in its capacity as Trustee
/s/ Geoffrey Le Page
----------------------------
Name: Geoffrey Le Page
Title: Director
<PAGE> 43
VXM Investments Limited
/s/ J.B. Unsworth
----------------------------
Name: J.B. Unsworth
Title: Director
Vivian Trust by The Monument Trust
Company Limited in its capacity as Trustee
/s/ Geoffrey Le Page
----------------------------
Name: Geoffrey Le Page
Title: Director
LXB Investments Limited
/s/ J.B. Unsworth
----------------------------
Name: J.B. Unsworth
Title: Director
Lillian Trust by The Monument Trust
Company Limited in its capacity as Trustee
/s/ Geoffrey Le Page
----------------------------
Name: Geoffrey Le Page
Title: Director
HR Investments Limited
/s/ J.B. Unsworth
----------------------------
Name: J.B. Unsworth
Title: Director
Henry Trust by The Monument Trust
Company Limited in its capacity as Trustee
/s/ Geoffrey Le Page
----------------------------
Name: Geoffrey Le Page
Title: Director
<PAGE> 44
The Monument Trust Company Limited in its
capacity as Trustee of Barry Trust, Rachel
Trust, Vivian Trust, Lillian Trust and
Henry Trust
/s/ Geoffrey Le Page
----------------------------
Name: Geoffrey Le Page
Title: Director
IPC Advisors S.A.R.L.
/s/ J.B. Unsworth
----------------------------
Name: J.B. Unsworth
Title: Manager
LMR Investments Limited
/s/ J.B. Unsworth
----------------------------
Name: J.B. Unsworth
Title: Director
LMR Family Trust by Caledonian Bank
& Trust Limited in its capacity as Trustee
/s/ Fiona Barrie
----------------------------
Name: Fiona Barrie
Title:
Caledonian Bank & Trust Limited in
its capacity as Trustee of the LMR Family
Trust
/s/ Fiona Barrie
----------------------------
Name: Fiona Barrie
Title:
IPC Advisors Senior Care Industry Fund, L.P. by
IPC Advisors Corp., its general partner
/s/ Manfred Walt
----------------------------
Name: Manfred Walt
Title: Signing Officer
<PAGE> 45
IPC Advisors Corp.
/s/ Manfred Walt
----------------------------
Name: Manfred Walt
Title: Signing Officer
IPC Advisors Limited
/s/ J.B. Unsworth
----------------------------
Name: J.B. Unsworth
Title: Director
<PAGE> 1
IPC ADVISORS SENIOR CARE
INDUSTRY FUND L.P.
1209 ORANGE STREET
WILMINGTON, DELAWARE
19801
c/o KAYE, SCHOLER, FIERMAN, HAYS & HANDLER LLP
425 PARK AVENUE
NEW YORK, N.Y. 10022
ATTN: MR. RORY A. GREISS
May 17, 2000
Board of Directors
Alterra Healthcare Corporation
1000 Innovation Drive
Milwaukee, WI 53005
Attention: Mr. William F. Lasky, Chairman
Dear Sirs:
As you know, we have been pursuing a transaction with Alterra for some time and
were surprised to learn from your letter dated April 26 and press release of the
same date that Alterra had executed definitive agreements with a competing party
(the "Purchasers") regarding a $138 million preferred stock and convertible debt
investment in Alterra (the "Proposed Transaction").
On May 5, 2000 we requested a meeting between IPC and Alterra to provide you
with a clear understanding of the nature and economics of the improved offer we
are prepared to make to Alterra. We understand from Cohen & Steers' May 8 letter
that you were unable to grant our request of a meeting.
We continue to be extremely interested in a transaction with Alterra. In
furtherance of this interest, and subject to the terms of the letter agreement
between Alterra and IPC dated February 1, 2000, we are submitting for your
consideration and approval a revised firm offer together with a definitive
Purchase Agreement and the exhibits thereto. We strongly believe, and hope you
will concur, that the terms of our revised offer are significantly more
advantageous to Alterra and its shareholders than the Proposed Transaction and
therefore constitute a Superior Proposal as defined in the Proposed
Transaction's Purchase Agreement dated April 26, 2000. We have attached a chart
comparing the Proposed Transaction and our proposal that clearly demonstrates
that ours is a Superior Proposal.
<PAGE> 2
To assist in your review of the enclosed documents and consideration of our
revised offer, we would like to draw your attention to the following:
1. In our effort to provide you with a superior alternative to the
Proposed Transaction we have deliberately conformed our attached
definitive Purchase Agreement to the Purchase Agreement Alterra has
entered into with the Purchasers. In other words, our offer is
virtually identical to the Proposed Transaction in terms of certainty
of closure, structure, governance and all other provisions, while the
economics are clearly better for Alterra.
2. As you know, we have completed all due diligence on Alterra. The
conditions of our offer are the same as those contained in the Proposed
Transaction. Subject to your approval, we are prepared to execute the
definitive Purchase Agreement in the form attached to the offer letter.
3. We are making the following improvements to the financial terms of the
Proposed Transaction:
a) We believe Alterra should be capitalized with sufficient funds
to complete its development program, get its properties
stabilized, buy-in some of the joint ventures and be in a
position to meet all of its obligations. Based on Alterra's
April 10 business plan, our prior discussions with you and our
financial due diligence, we believe Alterra needs
approximately $200 million in additional capital (our prior
offer of $175 million did not include the purchase of the TPI
partnerships, which is now included). To avoid the need for
additional capital at a later stage and the risk of Alterra
failing to obtain such capital, we are committing to invest
$205 million in Alterra;
Our offer has been designed to recognize the Purchasers' right
to co-invest up to $50 million. In order to accommodate a
co-investment by the Purchasers, we would be willing to reduce
our investment on a dollar for dollar basis for every dollar
the Purchasers choose to invest. However, there is absolutely
no requirement for the Purchasers to co-invest anything if
they choose not to. We are prepared to invest the entire $205
million in Alterra;
b) At the initial closing on May 31, 2000, Alterra will be
required to draw down at least $140 million and have the
option to defer, at its sole discretion, up to $65 million of
our $205 million total commitment for the period of six months
following the initial closing. There will be no conditions,
whatsoever, to draw the balance during that period.
If you choose, however, you may draw down the entire $205
million on the initial closing. This is far superior to the
Proposed Transaction, where the incremental financing above
$138 million is at the sole discretion of the Purchasers and
not Alterra;
c) The PIK interest on the Series A and B Debentures and the
Series A Preferred Stock will be at 9.00% compared to 9.75% in
the Proposed Transaction.
In addition, the conversion price of the Series A and B
Debentures and the Series A Preferred Stock will be at $4.25
for the first five years and escalate to $4.50 in the sixth
year and finally $5.00 in the seventh year. Under the Proposed
Transaction the conversion price on the Debentures and
Preferred Stock is at $4.00 throughout their respective terms,
resulting in 31.5% greater potential dilution to the current
shareholders upon conversion;
<PAGE> 3
d) Although we have improved our offer by increasing the
conversion price for the Debentures and Preferred Stock, we
have retained the threshold of $8.00 that Alterra's common
stock needs to exceed to enable it to force conversion of
those securities; and
e) Our offer does not require Alterra to pay any commitment fees,
unlike the Proposed Transaction, which requires a $3 million
commitment fee.
We are convinced that a transaction between IPC and Alterra would be beneficial
to the shareholders of Alterra. We have been very impressed with Alterra's
management team and operations and believe we can jointly create significant
added value to Alterra's business and market worth. Based on your thoughts and
recommendations, we would be prepared to discuss additional economic incentives
for the management and employees of Alterra to ensure the Company's long-term
success and their participation in this success.
As further proof of our serious commitment to consummate a transaction with
Alterra we have enlisted the additional help of Credit Suisse First Boston
("CSFB") as financial advisors to assist us on this important transaction. The
improved terms of our revised offer have been approved by our partners and we
have firm commitments in place for more than $205 million to provide for our
proposed investment in Alterra. We would be glad to make these commitment
letters available for your advisors to review, upon request.
Compared to the Proposed Transaction, without any additional conditions or
corporate governance features, we believe our revised offer provides a higher
level of guaranteed financing with superior financial terms. In addition, it
assures both speed and certainty of closing within your requisite time frame.
All in all we believe this constitutes a Superior Proposal.
We are ready to consummate the transaction contemplated by our offer and form of
agreement by May 31, 2000 and are prepared to recognize Alterra's obligations to
pay the breakup fee and purchase the TPI partnerships, as required by the
Proposed Transaction's Purchase Agreement dated April 26, 2000, in connection
with the termination of that Agreement.
We hope you accept the attached offer, which you can do by signing the attached
Agreement. If there are any issues you wish to discuss, we and our investment
bankers and other advisors are standing by to meet to resolve them speedily. In
view of the short time available, it is important that we meet as soon as
possible to discuss the way forward and how to progress towards the May 31, 2000
closing.
Yours truly,
IPC Advisors Senior Care Industry
Fund, L.P., by its general partner,
IPC Advisors Corp.
Per:
cc: Bradley G. Razook
Laurent X. de Marval
Alan C. Leet, Esq.
<PAGE> 4
IPC ADVISORS SENIOR CARE
INDUSTRY FUND L.P.
1209 ORANGE STREET
WILMINGTON, DELAWARE
19801
c/o KAYE, SCHOLER, FIERMAN, HAYS & HANDLER LLP
425 PARK AVENUE
NEW YORK, N.Y. 10022
ATTN: MR. RORY A. GREISS
-------------------
OFFER LETTER
-------------------
MAY 17, 2000
<PAGE> 5
IPC ADVISORS SENIOR CARE
INDUSTRY FUND L.P.
1209 ORANGE STREET
WILMINGTON, DELAWARE
19801
c/o KAYE, SCHOLER, FIERMAN, HAYS & HANDLER LLP
425 PARK AVENUE
NEW YORK, N.Y. 10022
ATTN: MR. RORY A. GREISS
May 17, 2000
Board of Directors of Alterra Healthcare Corporation
10000 Innovation Drive
Milwaukee, WI 53005
U.S.A.
Attention: William Lasky, Chairman
Dear Sirs:
RE: IPC ADVISORS SENIOR CARE INDUSTRY FUND L.P. (THE "INVESTOR")
AND ALTERRA HEALTHCARE CORPORATION (THE "COMPANY")
We have reviewed the form of Purchase Agreement dated as of April 26,
2000 attached as Exhibit 99.2 to the Company's Form 8-K dated May 5, 2000 (the
"April 26 Agreement"). Initial capitalized terms not otherwise defined herein
shall have the same meaning as in the April 26 Agreement.
We are pleased to submit this firm offer which is significantly more
favourable to the Company's stockholders than the transaction contemplated by
the April 26 Agreement and constitutes a "Superior Proposal" for purposes of
Section 10.1 of the April 26 Agreement.
<PAGE> 6
-3-
Attached is a purchase agreement in a form identical to the April 26
Agreement other than modifications which have been limited exclusively to those
changes necessary to reflect the undersigned as Purchaser and to conform to the
terms set out below.
1. AMOUNT OF INVESTMENT
We, or our affiliates, will invest $205,000,000 in the following
Securities on or before May 31, 2000:
<TABLE>
<S> <C>
Series A Debentures $ 31,200,000
Series B Debentures $168,800,000
Series A Stock $ 5,000,000
</TABLE>
We understand that the allocation of the investment under the April 26
Agreement was calculated so as to ensure that on the Initial Closing Date the
Purchasers held Securities (or instruments convertible into securities) with
less than 35% of the voting power of all securities of the Company and we have
calculated our allocation on the same basis.
2. DEFERRAL BY COMPANY
The Company, at its sole option, may elect to defer up to $65,000,000
of our investment in Series B Debentures and to draw, in a single tranche, any
portion (or none) of such amount at any time, on 21 days' notice, during the
six-month period from the Initial Closing Date. This deferral is intended to
permit the Company to reduce the dilution of the current shareholders if other
financing is available without dilution so that the full amount of $205,000,000
is not required by the Company.
3. CO-INVESTMENT
The "Purchasers" under the April 26 Agreement or any of them will have
the option to co-invest up to $50,000,000 with us, allocated among the
Securities pro rata to our investment, provided that (i) the proportion of our
investment in Series A Debentures will be increased to maintain our 34.9% of the
voting power of all securities of the Company, and (ii) our total investment
will be adjusted so that the aggregate of our investment and the co-investment
will equal $205,000,000. Any rights exercised from time to time in respect of
our Securities (including conversion) will be concurrently exercised in respect
of the Securities held by such co-investors.
4. FEATURES OF THE DEBENTURES
The Debentures will be unsecured and the attributes of the Debentures
will be improved for the Company as follows:
(a) 9.0% PIK interest
(b) Conversion price (subject to the adjustments provided):
<PAGE> 7
-4-
<TABLE>
<S> <C>
During first five years of the term $4.25
During the sixth year of the term 4.50
During the seventh year of the term 5.00
</TABLE>
(c) Seven-year term.
(d) All but not less than all of the Debentures may be redeemed by
the Company, at its sole option, after the third anniversary
of the date of issuance, if the average Trading Price for the
30 consecutive Trading Day period exceeds $8.00.
5. SERIES A PREFERRED STOCK
The terms of the Series A Preferred Stock will be improved in favour of
the Company as follows:
(a) 9.0% PIK interest.
(b) Same conversion prices as for the Debentures.
(c) Term and redemption rights as set out item 4 above.
6. USE OF PROCEEDS
At the Company's election, a portion of the proceeds of our investment
may be used to acquire the TPI-HCR Membership Interests and TPI Membership
Interests as contemplated by the April 26 Agreement. A portion of such proceeds
will also be used to pay the $5,000,000 liquidated damages referred to in
Section 13.2 of the April 26 Agreement and the fees and expenses referred to in
Section 13.3 of the April 26 Agreement. Since the amount of our investment is
based on the Cohen & Steers financial model dated April 10, 2000, previously
provided to us, we suggest that the use of the balance of the proceeds will be
as contemplated by that model, which use of proceeds is shown in Exhibit "A"
hereto.
The Company may adjust the amounts set out in Exhibit "A" to reflect
current circumstances.
7. CONDITIONS
Same as those set out in the April 26 Agreement.
8. REPRESENTATIONS AND WARRANTIES
Same as those set out in the April 26 Agreement.
<PAGE> 8
-5-
9. INDEMNITIES
Same as those set out in the April 26 Agreement.
10. COMMITMENT FEE
None.
11. REIMBURSEMENT OF COSTS AND EXPENSES
Same as set out in the April 26 Agreement, except that the expense
threshold subject to the company's approval, will be increased to $2,000,000,
from $750,000.
12. GOVERNANCE STRUCTURE
Same as set out in the April 26 Agreement.
13. SCHEDULES
Since the schedules to the April 26 Agreement were omitted from the
Company's Form 8-K we have assumed that the information therein (and the April
21, 2000 Financial Model) does not deviate materially from the information
previously provided by the Company to us.
If our offer is acceptable to you, please execute the attached purchase
agreement and return copies to the undersigned, to the attention of Mr. Paul
Reichmann (by facsimile at (416) 929-5314) and Goodman Phillips & Vineberg, to
the attention of Stephen Pincus (by facsimile at (416) 979-1234), as soon as
practicable.
We look forward to hearing from you.
Yours truly,
IPC ADVISORS SENIOR CARE INDUSTRY FUND L.P.
BY ITS GENERAL PARTNER, IPC ADVISORS CORP.
Per:
----------------------------------------------
<PAGE> 9
-6-
EXHIBIT "A"
USE OF PROCEEDS - APRIL 10, MODEL
('000)
<TABLE>
<S> <C>
Non-Discretionary Uses
- ----------------------
Transaction Expenses $ 16,000
Repayment of Bridge Financing, net 37,000
Remaining Company Development (Q2-Q4 2000) 47,000
TPI Acquisition and Related CapEx 22,889
DevCo II Purchase Price and Remaining CapEx (Q2-Q4 2000) 19,619
Cumulative Funds from Operations to Breakeven (Q2-Q4 2000) 5,776
Working Capital from DevCo I/Increase in Notes Receivable (Q2-Q4 2000) 3,476
Maintenance CapEx 8,784
Debt Amortization 2,859
---------
TOTAL NON-DISCRETIONARY USES $ 163,404
Discretionary Uses
JV Buyouts - G'tee Return (based on call price) $ 70,000
JV Buyouts - Fair Market Value 11,000
---------
TOTAL DISCRETIONARY USES $ 81,000
TOTAL USES $ 244,404
</TABLE>
