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REGISTRATION NO. 333-45419
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2/A
Registration Statement Under The Securities Act of 1933
SENIOR RETIREMENT COMMUNITIES, INC.
(Name of small business issuer in its charter)
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<S> <C> <C>
Louisiana 8261 72-1394159
- --------------- --------------- --------------
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification Number)
incorporation or Classification Code
organization) Number)
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507 Trenton Street
West Monroe, Louisiana 71291
(318) 323-2115
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(Address and telephone number
of principal executive offices)
507 Trenton Street
West Monroe, Louisiana 71291
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(Address of principal place of business
or intended principal place of business)
Joanne M. Caldwell-Bayles
507 Trenton Street
West Monroe, Louisiana 71291
(318) 323-2115
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(Name, address and telephone
number of agent for service)
Copies of communications to:
Clay Carroll, Esq.
525 East Court Avenue
Jonesboro, Louisiana 71251
(318) 259-4184
Michael G. Quinn, Esq.
154 North Topeka Street
Wichita, Kansas 67202
(316) 267-0377
William Martin
MMR Investment Bankers, Inc.
550 North 159th Street East
Suite 300
Wichita, Kansas 67230
(316) 733-5081
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Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pusuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securitis Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]
If this Form is a post-effective amendment filed purusant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Proposed
Title of Dollar maximum maximum
securities amount offering aggregate
being to be price per offering Amount of
registered registered unit price (1) registration fee
- ---------- ---------- --------- ---------- ----------
First $9,000,000 100% $9,000,000 $2,727.27
Mortgage
Bonds
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(1) The securities to be offered may be purchased in amounts of $250 or more.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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Exhibit
Number Description
1(a) * Form of Underwriting Agreement
1(b) * Form of Selling Group Agreement
1(c) * Form of Proceeds Escrow Agreement
3(a) * Articles of Incorporation
3(b) * Constitution and By-Laws
4(a) * Specimen of Bond Certificate
4(b) * Form of Trust Indenture
4(c) * Lienholders Agreement
5(a) * Opinion of Bobby L. Culpepper, Esq.
10(a) * Construction Management Contract - Ruston Facility
10(b) * Construction Management Contract - Bossier City Facility
10(c) * Construction Management Contract - Shreveport Facility
10(d) * Construction Loan Agreement - Ruston
10(e) * Management Agreement
10(f) * Construction Loan Agreement - Bossier City
10(g) * Construction Loan Agreement - Shreveport
23(a) ** Consent of William R. Hulsey, CPA
23(b) * Consent of Bobby L. Culpepper, Esq.
23(c) * Consent of Appraiser - Ruston
23(d) * Consent of Appraiser - Bossier City
23(e) * Consent of Appraiser - Shreveport
99(a) * Appraisal - Ruston
99(b) * Appraisal - Bossier City
99(c) * Appraisal - Shreveport
99(e) * Environmental Report - Ruston
99(f) * Environmental Report - Bossier City
99(g) * Environmental Report - Shreveport
* Filed previously
** Filed herewith
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant, Senior Retirement Communities, Inc., certifies that it has
reasonable grounds to believe that it meets all of the requirements of filing
on Form SB-2 and authorized this Registration Statement to be signed on its
behalf by the undersigned, in the City of West Monroe, State of Louisiana, on
this 18th day of June , 1998.
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Senior Retirement Communities, Inc.
By: /S/ JOANNE M CALDWELL-BAYLES
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Joanne. M. Caldwell-Bayles
Chief Executive Officer
In accordance with the requirement of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
indicated on June 18th , 1998.
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Signature Title
/S/JOANNE M CALDWELL-BAYLES
- --------------------------------- President, Chief Executive Officer,
Joanne M. Caldwell-Bayles Chief Financial Officer and Chairman of
the Board
/S/RAYMOND L NELSON
- ---------------------------------- Vice-President and Director
Raymond L. Nelson
/S/JEAN GAFFNEY NELSON
- ---------------------------------- Director
Jean Gaffney Nelson
WILLLAM R. HULSEY
CERTIFIED PUBLIC ACCOUNTANT
2117 FORSYTHE AVENUE
MONROE, LOUISIANA
MEMBER MAILING ADRESS
AMERICAN INSTITUTE OF P.0. BOX 2253
CERTIFIED PUBLIC ACCOUNTANTS MONROE, LOUISIANA 71207
SOCIETY OF LOUISIANA (318)362-9900
CERTIFIED PUBLIC ACCOUNTANTS FAX (318)362-9993
June 18, 1998
MMR Investment Bankers, Inc.
550 N. 159th East, Suite 300
P.O. Box 781440
Wichita, Kansas 67278-1440
Dear Sir:
I, William R. Hulsey serve as the accountant for Senior Retirement
Communities, Inc. and do hereby give permission to use my name and/or values
concerning the audited financial statements dated December 31, 1997 in the
offering circular for the Bond Issue(s) of Senior Retirement Communities, Inc.
Respectively Submitted,
/S/WM. R. HULSEY
William R. Hulsey
Certified Public Accountant
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