<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 31, 2000
---------------------------------
ALTERRA HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 1-11999 39-1771281
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
---------------------------------
10000 INNOVATION DRIVE
MILWAUKEE, WISCONSIN 53226
(Address of principal executive offices)
(414) 918-5000
(Registrant's telephone number, including area code)
================================================================================
<PAGE> 2
ITEM 5. OTHER EVENTS
On June 1, 2000, the Registrant issued a press release announcing that
it had completed a financing transaction pursuant to which it has issued
approximately $173 million of convertible debentures and convertible preferred
shares to certain investors (the "Press Release"). A copy of this Press Release
and of the principal documents relating to this financing are filed as exhibits
hereto. The text of the Press Release is incorporated herein by this reference.
Of the approximately $168 million of convertible debentures issued in this
transaction, $42.5 million are Series A 9.75% Convertible Pay-In-Kind
Debentures, $90.4 million are Series B 9.75% Convertible Pay-In-Kind Debentures
and $35.1 million are Series C 9.75% Convertible Pay-In-Kind Debentures.
Contemporaneous with the closing of this transaction: (i) William E. Colson, a
senior executive and director at Holiday Retirement Corporation, an operator of
independent living facilities, and a director of Emeritus Corporation
(AMEX:ESC), an operator of assisted living residences, was elected to the Board
of Directors of the Registrant and (ii) Jerry L. Tubergen and Robert Haveman
were elected as Chairman and Vice Chairman of the Board of Directors of the
Registrant, respectively.
ITEM 7. EXHIBITS
99.1 Press release dated June 1, 2000
99.2 Purchase Agreement dated as of April 26, 2000 between the
Registrant and 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 (schedules to this
agreement have been omitted pursuant to Item 601(b)(2) of the
Regulation S-K; the Registrant agrees to furnish
supplementally to the Commission, upon request, a copy of
these schedules) (incorporated by reference to Exhibit 99.2
of the Registrant's Form 8-K dated April 26, 2000)
99.3 First Amendment to Purchase Agreement dated as of May 31,
2000 between Registrant and RDVEPCO, L.L.C., Group One
Investors, L.L.C., Holiday Retirement 2000, LLC, the Elsa D.
Prince Living Trust and RDV Manor Care, L.L.C. (collectively,
the "Purchasers"), excluding Exhibits A, B and C thereto (the
forms of which are filed as Exhibits 99.4, 99.5 and 99.6
hereto) and excluding the schedules to this agreement, which
have been omitted pursuant to Item 601(b)(2) of Regulation
S-K (the Registrant agrees to furnish supplementally to the
Commission, upon request, a copy of these schedules)
99.4 Certificate of Designation, Rights and Preferences of the
Series A 9.75% Cumulative Convertible Pay-In-Kind Preferred
Stock and the Series B Non-Voting Participating Preferred
Stock of the Registrant filed with the Delaware Secretary of
State as of May 31, 2000
99.5 Indenture dated as of May 31, 2000 between the Registrant and
U.S. Trust Company of Texas, N.A. relating to the
Registrant's Series A 9.75%
2
<PAGE> 3
Convertible Pay-In-Kind Debentures due 2007, Series B 9.75%
Convertible Pay-In-Kind Debentures due 2007, and Series C
9.75% Convertible Pay-In-Kind Debentures due 2007
99.6 Amended and Restated Bylaws of the Registrant effective
as of May 31, 2000
99.7 Section 2.2(a) Purchase Agreement and Assignment dated as of
May 31, 2000 between the Registrant, the Purchasers and HBK
Master Fund L.P.
99.8 Registration Rights Agreement dated as of May 31, 2000
between the Registrant, the Purchasers and HBK Master Fund
L.P.
99.9 Amendment to Rights Agreement dated as of May 31, 2000
between the Registrant and American Stock Transfer & Trust
Company
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: June 8, 2000
ALTERRA HEALTHCARE CORPORATION
------------------------------
(Registrant)
By: /s/ Mark W. Ohlendorf
------------------------------------------
Mark W. Ohlendorf, Senior Vice President,
Chief Financial Officer and Treasurer
4
<PAGE> 5
EXHIBIT INDEX
99.1 Press release dated June 1, 2000
99.2 Purchase Agreement dated as of April 26, 2000 between the Registrant
and 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
(schedules to this agreement have been omitted pursuant to Item
601(b)(2) of the Regulation S-K; the Registrant agrees to furnish
supplementally to the Commission, upon request, a copy of these
schedules) (incorporated by reference to Exhibit 99.2 of the
Registrant's Form 8-K dated April 26, 2000)
99.3 First Amendment to Purchase Agreement dated as of May 31, 2000 between
Registrant and RDVEPCO, L.L.C., Group One Investors, L.L.C., Holiday
Retirement 2000, LLC, the Elsa D. Prince Living Trust and RDV Manor
Care, L.L.C. (collectively, the "Purchasers"), excluding Exhibits A, B
and C thereto (the forms of which are filed as Exhibits 99.4, 99.5 and
99.6 hereto) and excluding the schedules to this agreement, which have
been omitted pursuant to Item 601(b)(2) of Regulation S-K (the
Registrant agrees to furnish supplementally to the Commission, upon
request, a copy of these schedules)
99.4 Certificate of Designation, Rights and Preferences of the Series A
9.75% Cumulative Convertible Pay-In-Kind Preferred Stock and the
Series B Non-Voting Participating Preferred Stock of the Registrant
filed with the Delaware Secretary of State as of May 31, 2000
99.5 Indenture dated as of May 31, 2000 between the Registrant and U.S.
Trust Company of Texas, N.A. relating to the Registrant's Series A
9.75% Convertible Pay-In-Kind Debentures due 2007, Series B 9.75%
Convertible Pay-In-Kind Debentures due 2007, and Series C 9.75%
Convertible Pay-In-Kind Debentures due 2007
99.6 Amended and Restated Bylaws of the Registrant effective as of May
31, 2000
99.7 Section 2.2(a) Purchase Agreement and Assignment dated as of May 31,
2000 between the Registrant, the Purchasers and HBK Master Fund L.P.
99.8 Registration Rights Agreement dated as of May 31, 2000 between the
Registrant, the Purchasers and HBK Master Fund L.P.
99.9 Amendment to Rights Agreement dated as of May 31, 2000 between the
Registrant and American Stock Transfer & Trust Company
