UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
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 6, 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).
<PAGE>
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 1,765,100
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH __________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,765,100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,765,100
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.99%
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 1,765,100
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH __________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,765,100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,765,100
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.99%
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 1,765,100
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH __________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,765,100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,765,100
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.99%
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 1,765,100
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH __________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,765,100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,765,100
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.99%
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 1,765,100
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH __________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,765,100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,765,100
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.99%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.01 per share
(the "Common Stock") of Alterra Healthcare Corporation, a Delaware
corporation (the "Issuer"). The address of the Issuer's principal executive
offices is 450 North Sunnyslope Road, Suite 300, Brookfield, WI 53003.
Item 2. Identity and Background.
(a) The names of the persons filing this statement (the "Reporting
Persons") 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"), and HR Investments Limited, a Cayman Islands corporation
("HR Investments"). 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 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, a Guernsey Islands corporation, is the
Trustee (the "Trustee") for the Barry Trust, the Rachel Trust, the Vivian
Trust, the Lillian Trust and the Henry Trust. The 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 Trustee.
The names of the directors of AR Investments, RH Investments, VXM
Investments, LXB Investments, and HR Investments are Henry Reichmann and J.
B. Unsworth. The names of the directors and executive officers of the
Trustee are Simon Brooks, Stephen John Harlow, Simon Richard Henning,
Geoffrey Robert LePage, 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.
(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 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 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 LePage 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
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.
(c) AR Investments, RH Investments, VXM Investments, LXB Investments
and HR Investments are corporations whose principal business is to hold,
finance and participate in investments. The Trustee is a corporation 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 directors and
executive officers of the Trustee is as follows:
Simon Brooks Chartered Accountant
Stephen John Harlow Chartered Accountant
Simon Richard Henning Chartered Accountant
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.
(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
and HR Investments are organized under the laws of the Cayman Islands.
Each of the directors of AR Investments, RH Investments, VXM
Investments, LXB Investments and HR Investments is a Canadian citizen.
The Trustee is organized under the laws of Guernsey, Channel Islands.
Each of the directors and executive officers of the Trustee is a British
citizen.
Joseph Reichmann is an Israeli citizen.
Item 3. Source and Amount of Funds or Other Consideration.
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 $994,298 ($4,971,490 in the
aggregate) from their respective working capital to acquire an additional
133,020 shares of Common Stock (or 665,100 shares in the aggregate) in open
market transactions on the American Stock Exchange. See Item 5(c).
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 the Reporting Persons have requested a meeting with
an officer of the Issuer to discuss areas of potential mutual interest. The
Reporting Persons currently intend to file for clearance under the
Hart-Scott-Rodino Antitrust Improvement Act to acquire additional shares of
Common Stock.
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.
Item 5. Interest in Securities of the Issuer.
(a) At the date of this Schedule 13D, 22,084,888 shares of Common
Stock were reported by the Issuer on Form 10Q for the period ending
September 30, 1999 as outstanding at November 12, 1999. The percentages in
this Item 5 are based upon this information.
AR Investments, RH Investments, VXM Investments, LXB Investments, and
HR Investments each hold 353,020 shares of Common Stock (representing 1.6%
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 1,765,100 shares of Common Stock held by the Reporting Persons
representing 7.99% 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 $7.000 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.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
AR Investments, RH Investments, VXM Investments, LXB Investments and
HR Investments may be deemed to be a group pursuant to section 13(d)(3)(d)
and Rule 13d-5(b)(1) of the Exchange Act. However, 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 1. Joint Filing Agreement of the Reporting Parties,
dated January 17, 2000.
<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 17, 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
Exhibit 1
- ---------
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 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 17, 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
