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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
Under the Securities Exchange Act of 1934
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Kapson Senior Quarters Corp.
(Name of Subject Company)
Prometheus Acquisition Corp.
a wholly owned subsidiary of
Prometheus Senior Quarters, LLC
(Bidder)
Common Stock, $.01 Par Value
$2.00 Convertible Exchangeable Preferred Stock, $.01 Par Value
(Titles of Classes of Securities)
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(CUSIP Number of Class of Securities) (Common Stock)
Robert P. Freeman and Murry N. Gunty
c/o Lazard Freres Real Estate Investors L.L.C.
30 Rockefeller Plaza, 63rd Floor
New York, New York 10020
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of bidder)
Copies to:
Jonathan L. Mechanic, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004 - 1980
(212) 859-8000
March 16, 1998
(Date Of Event Which Requires Filing Statement On Schedule 14D-1)
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This Amendment No. 1 supplements and amends the Tender Offer Statement in
Schedule 14D-1 relating to a tender offer by Prometheus Acquisition Corp., a
Delaware corporation (the "Offeror") and a wholly owned subsidiary of
Prometheus Senior Quarters, L.L.C., a Delaware limited liability company
("Parent"), to purchase all outstanding shares of (i) Common Stock, par value
$.01 per share (the "Common Stock") and (ii) $2.00 Convertible Exchangable
Preferred Stock, par value $.01 per share (the "Preferred Stock" and, together
with the Common Stock, the "Shares"), of Kapson Senior Quarters Corp, a
Delaware corporation (the "Company").
Item 3. Past Contacts, Transactions or Negotiations With the Subject Company.
Item 3 (a) is hereby amended to read in its entirety as follows:
"(a) The information set forth in Section 9 ("Certain Information
Concerning the Offeror and Parent") and Section 11
("Background of the Offer; Past Contacts with the Company")
of the Offer to Purchase is incorporated herein by
reference."
Item 7. Contracts, Arrangements, Understandings or Relationships With Respect
to the Subject Company's Securities.
Item 7 is hereby amended to read in its entirety as follows:
"The information set forth in the Introduction, Section 9 ("Certain
Information Concerning the Offeror and Parent"), Section 11
("Background of the Offer; Past Contacts with the Company") and
Section 13 ("The Merger Agreement and Related Agreements") of the
Offer to Purchase is incorporated herein by reference."
Item 9. Financial Statements of Certain Bidders.
Item 9 is amended to read in its entirety as follows:
"Not Applicable."
Item 10. Additional Information.
Section 8 ("Certain Information Concerning the Company") of the Offer to
Purchase, incorporated by reference in Items 1 and 3 of the Schedule 14D-1, is
hereby amended as follows:
"None of Parent nor the Offeror nor any of their respective affiliates
assumes any responsibility for the validity reasonableness, accuracy or
completeness of the projections."
Item 10(b) and 10(c) are hereby amended to read in their entirety as
follows:
"(b) The information set forth in Section 16 ("Certain Legal
Matters; Required Regulatory Approvals") of the Offer to
Purchase is incorporated herein by reference.
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(c) Not Applicable."
Section 13 ("The Merger Agreement and Related Agreement") of the Offer to
Purchase, incorporated by reference in Items 5, 6, 7 of the Schedule 14D-1, is
hereby amended by adding the following sentence to the end of the first
paragraph under the caption "The Stockholder Agreement":
"Each of Glenn Kaplan, Wayne L. Kaplan and Evan A. Kaplan is the owner
of record of 1,283,333 shares of the Common Stock. Hebert and Jean
Kaplan, the parents of the Kaplans, are owners of record of 300,001
shares of the Common Stock. Each of the Kaplans is deemed be the
beneficial owner of shares of the Common Stock owned by the other
Kaplans and by their parents. Therefore, each of Glenn Kaplan, Wayne L.
Kaplan and Evan A. Kaplan is deeed to be the beneficial owner of
4,150,000 shares of the Common Stock, which constitutes approximately
54% of the total number of shares of Common Stock outstanding."
The second sentence of Section 15 ("Certain Conditions of The Offer") is
hereby amended as follows:
"Furthermore, notwithstanding any other term of the Offer, the
Offeror shall not be required to accept for payment or paid for, and
may terminate or amend the Offer if at any time on or after the date
of the Merger Agreement and prior to the expiration of the Offer, any
of the following conditions exist or shall occur and remain in
effect."
Item 11. Material to be Filed as Exhibits.
Item (c)(4) onwards in Item 11 are hereby amended to read in their
entirety as follows:
"(c)(4) Amended and Restated Employment Agreement, dated as of
February 23, 1998, between the Company and Glenn Kaplan.
(c)(5) Amended and Restated Employment Agreement, dated as of
February 23, 1998, between the Company and Wayne L. Kaplan.
(c)(6) Amended and Restated Employment Agreement, dated as of
February 23, 1998, between the Company and Evan A. Kaplan.
(c)(7) Letter Agreement, dated as of February 23, 1998 among the
Company, the Kaplans, the Offeror and Parent.
(c)(8) Letter from Lazard Freres Real Estate Investors, L.L.C. to
the Board of Directors of ARV Assisted Living Inc., dated
October 29, 1997, amending and restating the terms of the
letter agreement, dated September 30, 1997, between the same
parties.
(d) None.
(e) Not applicable.
(f) None."
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: March 16, 1998
PROMETHEUS ACQUISITION CORP.
By: /s/ Robert P. Freeman
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Name: Robert P. Freeman
Title: President
PROMETHEUS SENIOR QUARTERS, LLC
By: LF STRATEGIC REALTY INVESTORS
II L.P., its Sole Member
By: LAZARD FRERES REAL ESTATE
INVESTORS LLC, its General Partner
By: /s/ Robert P. Freeman
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Name: Robert P. Freeman
Title: Principal
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EXHIBIT INDEX
Exhibit Description Page No.
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* (a)(1) Offer to Purchase, dated March 2, 1998.
* (a)(2) Letter of Transmittal relating to Common Stock and
Preferred Stock.
* (a)(3) Letter from Lazard Freres & Co. LLC, as Dealer
Manager, to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
* (a)(4) Letter from Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees to Clients.
* (a)(5) Notices of Guaranteed Delivery relating to Common
Stock and Preferred Stock.
* (a)(6) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
* (a)(7) Press Release issued by the Parent and the Company
on February 24, 1998.
* (c)(1) Amended and Restated Agreement and Plan of Merger,
dated as of February 23, 1998, among the Company,
Parent and the Offeror.
* (c)(2) Second Amended and Restated Stockholder Agreement,
dated as of February 23, 1998, between Parent and
the Kaplans.
* (c)(3) Escrow Agreement, dated as of February 23, 1998,
among the Kaplans, the Company and the Offeror.
* (c)(4) Amended and Restated Employment Agreement, dated as
of February 23, 1998, between the Company and Glenn
Kaplan.
* (c)(5) Amended and Restated Employment Agreement, dated as
of February 23, 1998, between the Company and Wayne
L. Kaplan.
* (c)(6) Amended and Restated Employment Agreement, dated as
of February 23, 1998, between the Company and Evan
A. Kaplan.
* (c)(7) Letter Agreement, dated as of February 23, 1998
among the Company, the Kaplans, the Offeror and
Parent.
* (d) None.
* (e) Not applicable.
* (f) None.
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* Previously filed.
