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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ElderTrust
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(Name of Issuer)
Common shares of beneficial interest, par value $.01 per share
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(Title of Class of Securities)
284560 10 9
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(CUSIP Number)
Edward B. Romanov, Jr.
President and Chief Executive Officer
ElderTrust
101 East State Street, Suite 100
Kennett Square, Pennyslvania 19348
(610) 925-4200
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 30, 1999
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(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 Rule 13d-1(b)(3) or (4), check the following box |_|.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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).
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CUSIP No. 284560 10 9 Page 2 of 4 Pages
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Edward B. Romanov, Jr.
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
PF, SC, BK
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 689,350
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | |
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 689,350
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| |
_______________|_____|________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
689,350
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________________
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This Amendment No. 1 amends the Schedule 13D filed on February 9, 1998 by
Edward B. Romanov, Jr. relating to the common shares of beneficial interest, par
value $.01 per share (the "Common Shares") of ElderTrust, a Maryland real estate
investment trust.
Item 1. Security and Issuer
Item 1 is hereby revised to read as follows:
This statement relates to the Common Shares of Beneficial Interest, par
value $.01 per share (the "Common Shares"), of ElderTrust, a Maryland real
estate investment trust (the "Issuer"). The principal executive offices of the
Issuer are located at 101 East State Street, Suite 1000, Kennett Square,
Pennsylvania 19438.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby supplemented as follows:
On January 30, 1998, Mr. Romanov was granted an option to purchase 300,000
Common Shares at an exercise price of $18.00 per share. Of these options,
options for 150,000 Common Shares vested immediately and the remaining options
for 150,000 Common Shares vest ratably over three years commencing January 30,
1999. The number of Common Shares reported as beneficially owned by Mr. Romanov
is revised to include the options for 50,000 Common Shares that vested on
January 30, 1999 since these options are now exercisable. The options for
150,000 Common Shares that were immediately exercisable were previously reported
as beneficially owned by Mr. Romanov.
In addition, Mr. Romanov owns 118,750 units of limited partnership interest
("Units") in ElderTrust Operating Limited Partnership, a Delaware limited
partnership of which ElderTrust is the sole general partner and majority limited
partner. These Units are redeemable for cash or, at the option of ElderTrust,
for Common Shares on a one-for-one basis beginning March 30, 1999. Because Mr.
Romanov may be deemed to have the right to acquire the underlying Common Shares
within 60 days, the Common Shares issuable upon redemption of the Units also are
reported as beneficially owned by Mr. Romanov in this Amendment No. 1.
This Amendment No. 1 also includes 28,000 Common Shares acquired by Mr.
Romanov in open market purchases during the past 60 days, as follows:
Date Nature of Transaction Price Per Share
---- --------------------- ---------------
12/29/98 Purchase of 3,000 shares $10 13/16
12/29/98 Purchase of 5,000 shares 10 7/8
12/24/98 Purchase of 2,800 shares 10 3/8
12/24/98 Purchase of 200 shares 10 5/16
12/21/98 Purchase of 1,500 shares 10 1/4
12/21/98 Purchase of 3,500 shares 10 1/2
12/18/98 Purchase of 1,000 shares 10 3/8
12/17/98 Purchase of 3,000 shares 10 1/2
12/16/98 Purchase of 2,000 shares 10 7/8
12/16/98 Purchase of 2,000 shares 10 3/4
12/16/98 Purchase of 3,000 shares 11
Mr. Romonav did not effect any other transactions in the Common Shares
during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Item 6 is hereby revised to read as follows:
Mr. Romanov has unvested options for a total 100,000 Common Shares that
will vest 50% on January 30, 2000 and 50% on January 30, 2001. The option
exercise price of these options is $18.00 per share.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 to Schedule 13D
is true, complete and correct.
February 8, 1999 /s/ Edward B. Romanov, Jr.
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Date Edward B. Romanov, Jr.
