UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
Amendment No. 2
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 333-47411
CNL HEALTH CARE PROPERTIES , INC.
(Exact name of registrant as specified in its charter)
Maryland 59-3491443
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
450 South Orange Avenue
Orlando, Florida 32801
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (407) 650-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of exchange on which registered:
None Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days: Yes X No _____
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
Aggregate market value of the voting stock held by nonaffiliates of the
registrant: The registrant registered an offering of shares of common stock (the
"Shares") on Form S-11 under the Securities Act of 1933, as amended. Since no
established market for such Shares exists, there is no market value for such
Shares. Each Share was originally sold at $10 per Share. Based on the $10
offering price of the shares, $5,632,349 of our common stock was held by
non-affiliates as of February 7, 2000.
The number of shares of common stock outstanding as of February 7, 2000
was 583,235.
The Form 10K of CNL Health Care Properties, Inc. (the "Company") for
the year ended December 31, 1999, is being amended to include in the
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PERSUANT
SECTION 12 OF THE ACT the notice of special meeting of stockholders, letter to
stockholders, proxy card and proxy statement. At the time the Company filed its
Form 10K, it represented to the Securities and Exchange Commission (the
"Commission") that copies of such material would be furnished to the Commission
at the time it was sent to stockholders.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 2nd day of
August, 2000.
CNL HEALTH CARE PROPERTIES, INC.
By: ROBERT A. BOURNE
President (Principal Financial
and Accounting Officer)
/s/ Robert A. Bourne
ROBERT A. BOURNE
<PAGE>
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
450 South Orange Avenue
Orlando, Florida 32801
August 3, 2000
To our Stockholders:
You are cordially invited to attend a special meeting of stockholders
of CNL Health Care Properties, Inc. (the "Company") on August 22, 2000 at 11:00
a.m. at CNL Center at 450 South Orange Avenue, Orlando, Florida. Enclosed for
your review are the proxy, proxy statement and notice of meeting for the special
meeting of stockholders.
This proxy requests your vote for an amendment of the Company's Amended
and Restated Articles of Incorporation to change the name of the Company to "CNL
Retirement Properties, Inc." The proposal for the name change reflects the
Board's desire to provide better name recognition of the Company in the context
of its business. Therefore, the Board of Directors unanimously recommends that
you vote to approve the proposal presented in this proxy statement.
Your vote counts. Please complete and return the enclosed proxy today,
whether or not you plan to attend the special meeting. Thank you for your
attention to this matter.
Sincerely,
/s/ James M. Seneff, Jr. /s/ Robert A. Bourne
James M. Seneff, Jr. Robert A. Bourne
Chairman of the Board and President
Chief Executive Officer
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
450 South Orange Avenue
Orlando, Florida 32801
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
August 22, 2000
To our Stockholders:
Notice is hereby given that a special meeting of stockholders of CNL
Health Care Properties, Inc. (the "Company") will be held at CNL Center, 450
South Orange Avenue, Orlando, Florida 32801 on Tuesday, August 22, 2000, at
11:00 a.m., local time, for the following purposes:
1. to approve an amendment to the Company's Amended and Restated Articles of
Incorporation to change the name of the Company to CNL Retirement Properties,
Inc.; and
2. to transact such other business as may properly come before the meeting or
any adjournment or postponement thereof.
Only stockholders of record at the close of business on August 1, 2000,
will be entitled to notice of, and to vote at, the special meeting or any
adjournment or postponement thereof.
By Order of the Board of Directors,
/s/ Lynn E. Rose
Lynn E. Rose
Secretary
August 3, 2000
Orlando, Florida
YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE POSTAGE-PAID
ENVELOPE PROVIDED.
<PAGE>
CNL HEALTH CARE PROPERTIES, INC.
450 South Orange Avenue
Orlando, Florida 32801
PROXY STATEMENT
This proxy statement is furnished by the Board of Directors of CNL Health
Care Properties, Inc. (the "Company") in connection with the solicitation by the
Board of Directors of proxies to be voted at a special meeting of stockholders
to be held on August 22, 2000, and at any adjournment thereof, for the purposes
set forth in the accompanying notice of such meeting. All stockholders of record
at the close of business on August 1, 2000, will be entitled to vote.
Any proxy, if received in time, properly signed and not revoked, will be
voted at such meeting in accordance with the directions of the stockholder. If
no directions are specified, the proxy will be voted FOR the Proposal set forth
in this proxy statement. Any stockholder giving a proxy has the power to revoke
it at any time before it is exercised. A proxy may be revoked (1) by delivery of
a written statement to the Secretary of the Company stating that the proxy is
revoked, (2) by presentation at the special meeting of a subsequent proxy
executed by the person executing the prior proxy, or (3) by attendance at the
special meeting and voting in person.
Votes cast in person or by proxy at the special meeting will be tabulated
and a determination will be made as to whether or not a quorum is present. The
Company will treat abstentions as shares that are present and entitled to vote
for purposes of determining the presence or absence of a quorum, but as unvoted
for purposes of determining the approval of any matter submitted to the
stockholders. If a broker submits a proxy indicating that it does not have
discretionary authority as to certain shares to vote on a particular matter,
those shares will not be considered as present and entitled to vote with respect
to such matter.
Solicitation of proxies will be primarily by mail. However, directors and
officers of the Company also may solicit proxies by telephone or telegram or in
person. All of the expenses of preparing, assembling, printing and mailing the
materials used in the solicitation of proxies will be paid by the Company.
Arrangements may be made with brokerage houses and other custodians, nominees
and fiduciaries to forward soliciting materials, at the expense of the Company,
to the beneficial owners of shares held of record by such persons. It is
anticipated that this proxy statement and the enclosed proxy first will be
mailed to stockholders on or about August 3, 2000.
As of August 1, 2000, 907,876 shares of common stock of the Company were
outstanding. Each share of common stock entitles the holder thereof to one vote
on the matter to be voted upon at the special meeting. As of the record date,
officers and directors of the Company had the power to vote approximately 2.3%
of the outstanding shares of common stock.
<PAGE>
TABLE OF CONTENTS
SECURITY OWNERSHIP........................................... 3
PROPOSAL: APPROVAL OF AMENDMENT
TO THE COMPANY'S AMENDED AND RESTATED
ARTICLES OF INCORPORATION TO CHANGE THE NAME OF
THE COMPANY TO CNL RETIREMENT PROPERTIES, INC................ 4
OTHER MATTERS................................................ 4
PROPOSALS FOR NEXT ANNUAL MEETING............................ 5
<PAGE>
SECURITY OWNERSHIP
The following table sets forth, as of August 1, 2000, the number and
percentage of outstanding shares beneficially owned by all persons known by the
Company to own beneficially more than five percent of the Company's common
stock, by each director, and by all officers and directors as a group, based
upon information furnished to the Company by such stockholders, officers and
directors.
Name and Address Number of Shares Percent
of Beneficial Owner Beneficially Owned of Shares
James M. Seneff, Jr. 20,000 (1) 2.2%
Robert A. Bourne 0 --
David W. Dunbar 0 --
Timothy S. Smick 0 --
Edward A. Moses 0 --
Phillip M. Anderson, Jr. 1,075 (2)
All directors and executive 21,075 2.3%
officers as a group (9 persons)
(1) Includes 20,000 shares held by CNL Health Care Corp., the advisor to the
Company (the "Advisor") of which Mr. Seneff is director. Mr. Seneff and his
wife share beneficial ownership of the Advisor through their ownership of
CNL Financial Group, Inc. The Advisor is a wholly owned subsidiary of CNL
Financial Group, Inc.
(2) Less than one percent.
<PAGE>
PROPOSAL:
APPROVAL OF AMENDMENT TO THE COMPANY'S
AMENDED AND RESTATED ARTICLES OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY TO
CNL RETIREMENT PROPERTIES, INC.
The Board of Directors of the Company has unanimously approved and
directed that there be submitted to stockholders for their approval an amendment
to Article 1 of the Company's Amended and Restated Articles of Incorporation, as
amended (the "Articles"), which would change the name of the Company to "CNL
Retirement Properties, Inc." (the "Name Change Amendment").
The text of the proposed amendment is set forth below:
RESOLVED, that Section 1.1 of Article 1 of the Company's Articles be
amended to read as follows:
SECTION 1.1 Name. The name of the corporation (the "Company") is:
CNL Retirement Properties, Inc.
So far as may be practicable, the business of the Company shall be
conducted and transacted under that name, which name (and the word "Company"
wherever used in these Articles of Amendment and Restatement of CNL
Retirement Properties, Inc. (these "Articles of Incorporation"), except
where the context otherwise requires) shall refer to the Directors
collectively but not individually or personally and shall not refer to the
Stockholders or to any officers, employees or agents of the Company or of
such Directors.
Under circumstances in which the Directors determine that the use
of the name "CNL Retirement Properties, Inc." is not practicable, they may
use any other designation or name for the Company.
The Name Change Amendment will not change any other aspect of Article
1. The Board of Directors has taken this action in order to provide better name
recognition of the Company in the context of its business.
Approval of the Name Change Amendment requires the affirmative vote of
a majority of the outstanding shares of the Company's common stock entitled to
vote thereon. The Company's officers and directors have advised the Company that
they intend to vote their shares of common stock for the Name Change Amendment.
The Name Change Amendment, if approved by stockholders, will become
effective on the date the Name Change Amendment is filed with the Maryland
Department of Assessments and Taxation. It is anticipated that the appropriate
filing to effect the Name Change Amendment will be made soon after the special
meeting as practicable.
The Board of Directors unanimously recommends that stockholders vote
FOR the Name Change Amendment. Proxies will be voted for the Name Change
Amendment unless stockholders designate otherwise.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented at the
special meeting other than those stated above. If any other business should come
before the special meeting, the person(s) named in the enclosed proxy will vote
thereon as he or they determine to be in the best interests of the Company.
<PAGE>
PROPOSALS FOR NEXT ANNUAL MEETING
Any stockholder proposal to be considered for inclusion in the Company's
proxy statement and form of proxy for the annual meeting of stockholders to be
held in 2001 must be received at the Company's office at 450 South Orange
Avenue, Orlando, Florida 32801, no later than November 11, 2000.
Notwithstanding the aforementioned deadline, under the Company's Bylaws, a
stockholder must follow certain other procedures to nominate persons for
election as directors or to propose other business to be considered at an annual
meeting of stockholders. These procedures provide that stockholders desiring to
make nominations for directors and/or to bring a proper subject before a meeting
must do so by notice timely received by the Secretary of the Company. With
respect to proposals for the 2001 annual meeting, the Secretary of the Company
must receive notice of any such proposal no earlier than February 9, 2001, and
no later than March 11, 2001.
By Order of the Board of Directors,
/s/ Lynn E. Rose
Lynn E. Rose
Secretary
August 3, 2000
Orlando, Florida
<PAGE>
P R O X Y
CNL HEALTH CARE PROPERTIES, INC.
IMPORTANT:
Please mark this Proxy,date it, sign it exactly as your name(s) appear(s)and
return it in the enclosed postage paid envelope. Joint owners should each sign
personally. Trustees and others signing in a representative or fiduciary
capacity should indicate their full titles in such capacity.
The undersigned hereby appoints James M. Seneff, Jr. and Robert A. Bourne,
and each of them, as proxies, with full power of substitution in each, to vote
all shares of common stock of CNL Health Care Properties, Inc. (the "Company")
which the undersigned is entitled to vote, at the Special Meeting of
Stockholders of the Company to be held on August 22, 2000, at 11:00 a.m., local
time, and any adjournment thereof, on the matter set forth in the Notice of
Special Meeting and Proxy Statement, dated August 3, 2000, a copy of which has
been received by the undersigned, as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING ITEM:
1. Proposal to amend Amended and Restated Articles of Incorporation to change
the name of the Company to "CNL Retirement Properties, Inc." (see proxy
statement page 4).
|_| FOR |_| AGAINST |_| ABSTAIN
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
(PLEASE SIGN AND DATE THIS PROXY, TEAR AT THE PERFORATION,
AND RETURN IN ENCLOSED ENVELOPE)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
IF YOU SIGN, DATE AND MAIL YOUR PROXY WITHOUT INDICATING HOW YOU WANT TO VOTE,
YOUR PROXY WILL BE COUNTED AS A VOTE "FOR" THE MATTER STATED. IF YOU FAIL TO
RETURN YOUR PROXY, YOUR PROXY WILL NOT BE COUNTED. EACH STOCKHOLDER IS URGED TO
SUBMIT A SIGNED AND DATED PROXY.
Dated: ________________ , 2000 Signature(s) of Stockholder(s)
<PAGE>
SEND IN YOUR PROXY
Please Vote
o Your Vote Counts... CNL Health Care Properties, Inc. has called a special
meeting to change the name of the Company from CNL Health Care Properties, Inc.
to CNL Retirement Properties, Inc. The date of this meeting is rapidly
approaching. We encourage you to promptly cast your vote on this single
proposal, so that we can avoid the time and expense of re-soliciting your vote.
o Help Save Costs... Re-soliciting stockholders adds unnecessary costs to CNL
Health Care Properties, Inc. Help us minimize operational expenses.
o Send in Your Proxy Today... Please review the proxy card located in this
stockholder package. Simply cast your vote, sign and return the proxy in the
postage-paid envelope provided.
o Thank You! If you have any questions, please call our Investor Services
Department at 1-800-522-3863. We appreciate your participation and support.
CNL Health Care Properties, Inc.
CNL Center at City Commons
450 South Orange Avenue
Orlando, FL 32801-3336
(407) 650-1000 (800) 522-3863
<PAGE>
IF YOU WOULD RATHER FAX YOUR VOTE,
PLEASE USE THIS COVER SHEET
REMEMBER - FAX YOUR PROXY!!
TO:
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NAME: Christine Ziola
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FIRM: MAVRICC Management Systems, Inc.
FAX NO.: (248) 614-4536
RE: CNL Health Care Properties, Inc. Proxy Vote
FROM:
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NAME:
TELEPHONE:
DATE:
NUMBER OF PAGES (including cover sheet): 2, cover sheet and proxy
COMMENTS:
