UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
BALANCED CARE CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
057630-10-5
(CUSIP Number)
IPC Advisors S.A.R.L. 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)
December 21, 1999
(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 1 of 8
<PAGE>
SCHEDULE 13D
CUSIP No. 057630-10-5 Page 2 of 8 Pages
-----------
1 Names 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]
(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
Luxemburg
7 Sole Voting Power
NUMBER OF 16,700,000
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
16,700,000
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
16,700,000
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
49.97%
14 Type of Reporting Person (See Instructions)
CO
Page 2 of 8
<PAGE>
SCHEDULE 13D
CUSIP No. 057630-10-5 Page 3 of 8 Pages
-----------
1 Names 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]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
N/A
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
7 Sole Voting Power
NUMBER OF 16,700,000
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
16,700,000
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
16,700,000
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
49.97%
14 Type of Reporting Person (See Instructions)
CO
Page 3 of 8
<PAGE>
SCHEDULE 13D
CUSIP No. 057630-10-5 Page 4 of 8 Pages
-----------
1 Names 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]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
N/A
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
7 Sole Voting Power
NUMBER OF 16,700,000
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
16,700,000
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
16,700,000
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
49.97%
14 Type of Reporting Person (See Instructions)
OO
Page 4 of 8
<PAGE>
SCHEDULE 13D
CUSIP No. 057630-10-5 Page 5 of 8 Pages
-----------
1 Names 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]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
N/A
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
7 Sole Voting Power
NUMBER OF 16,700,000
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
16,700,000
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
16,700,000
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
49.97%
14 Type of Reporting Person (See Instructions)
CO
Page 5 of 8
<PAGE>
IPC Advisors S.A.R.L., a Luxemburg corporation ("IPC Advisors"), LMR
Investments Limited, a Cayman Islands corporation ("LMR Investments"), The LMR
Family Trust, a Cayman Islands trust (the "Trust") and Caledonian Bank & Trust
Limited, a Cayman Islands corporation (the "Trustee" and, collectively with IPC
Advisors, LMR Investments and the Trust, the "Reporting Persons") hereby amend
the report on Schedule 13D filed by the Reporting Persons on October 21, 1999
(the "Schedule 13D") in respect of the common stock, par value $0.001 per share
(the "Common Stock") of Balanced Care Corporation, a Delaware corporation (the
"Issuer"), as set forth below. Unless otherwise indicated, each capitalized term
used herein but not defined herein shall have the meaning ascribed to such term
in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by adding the following
paragraphs at the end thereof:
On December 21, 1999, the shareholders of the Issuer approved IPC
Advisors' purchase of 13,400,000 newly-issued shares of Common Stock for an
aggregate purchase price of $16,750,000 pursuant to the Subscription Agreement,
and IPC Advisors and the Issuer completed the approved transaction. In
connection therewith, 3,300,000 shares of Preferred Stock previously purchased
by IPC Advisors pursuant to the Subscription Agreement were converted into
3,300,000 newly-issued shares of Common Stock. As a result of these
transactions, IPC Advisors presently owns 16,700,000 shares of Common Stock,
representing approximately 49.97% of the equity interest in the Issuer.
IPC Advisors obtained the funds for the purchase of the Common Stock
from its working capital.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and restated as follows:
The Reporting Persons have acquired the Common Stock for investment
purposes. The Reporting Persons will continuously evaluate their ownership 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.
None of the Reporting Persons currently has any plans or proposals,
though each Reporting Person reserves the right, subject to the terms and
conditions of the Subscription Agreement, 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
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<PAGE>
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 Securities Exchange Act of 1934 (the "Exchange Act"); or (j) any action
similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) IPC Advisors directly holds 16,700,000 shares of Common Stock. LMR
Investments, the Trust and the Trustee may each, pursuant to Rule 13d-3 of the
Exchange Act, be deemed to be the beneficial owner of such shares.
(b) IPC Advisors, LMR Investments, the Trust and the Trustee have sole
voting and investment power with respect to the 16,700,000 shares of Common
Stock, which represent approximately 49.97% of the issued and outstanding shares
of the Common Stock.
(c) Since the most recent filing on Schedule 13D, IPC Advisors has
acquired the following shares of Common Stock:
NUMBER OF PURCHASE PRICE
DATE SHARES PER SHARE ($)
---- ------ -------------
12/21/99 13,400,000 1.25
These shares were purchased pursuant to the Subscription Agreement as described
above.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended by adding the following
paragraph at the end thereof:
On December 21, 1999, at a special meeting of the shareholders of the
Issuer, the shareholders approved the transactions contemplated by the
Subscription Agreement. At the end of such meeting, the Voting Agreement among
IPC Advisors and certain shareholders of the Issuer, which was entered into for
the purpose of approving the proposed transactions, was terminated.
Page 7 of 8
<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: December 22, 1999
IPC Advisors, S.A.R.L.
By: /s/ J.B. Unsworth
---------------------
Name: J.B. Unsworth
Title: Manager
LMR Investments Limited
By: /s/ J.B. Unsworth
---------------------
Name: J.B. Unsworth
Title: Director
LMR Family Trust by Caledonian Bank
& Trust Limited in its capacity as Trustee
By: /s/ David Sargison
----------------------
Name: David Sargison
Title: Managing Director
Caledonian Bank & Trust Limited in
its capacity as Trustee of The LMR
Family Trust
By: /s/ David Sargison
----------------------
Name: David Sargison
Title: Managing Director
Page 8 of 8
