As filed with the Securities and Exchange Commission on October 11, 2000
Registration No. 333-47411
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. FIVE
TO
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CNL RETIREMENT PROPERTIES, INC.
(Formerly known as CNL Health Care Properties, Inc.)
(Exact Name of Registrant as Specified in Charter)
CNL Center at City Commons
450 South Orange Avenue
Orlando, Florida 32801
Telephone: (407) 650-1000
(Address of Principal Executive Offices)
JAMES M. SENEFF, JR.
Chief Executive Officer
CNL Center at City Commons
450 South Orange Avenue
Orlando, Florida 32801
Telephone: (407) 650-1000
(Name, Address and Telephone Number
of Agent for Service)
COPIES TO:
THOMAS H. McCORMICK, ESQUIRE
JAMES A. BLALOCK III, ESQUIRE
Shaw Pittman
2300 N Street, N.W.
Washington, D.C. 20037
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant 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. [ ]
<PAGE>
On September 18, 2000, CNL Retirement Properties, Inc. (the "Company")
concluded its public offering (the "Initial Offering") of up to 15,500,000
shares of common stock (the "Shares"), including up to 500,000 Shares for
issuance pursuant to the Company's distribution reinvestment plan (the
"Reinvestment Plan"). Pursuant to Rule 429, the Company has requested that the
registration of 14,000,000 of these Shares be carried forward and that $40,920
in registration fees paid with respect to the registration of these Shares be
applied to the Company's second offering of 15,500,000 Shares, which includes
the Shares carried forward, and commenced on September 19, 2000. In connection
with the Initial Offering, the Company issued a total of 971,898 Shares,
including 5,046 Shares issued pursuant to the Reinvestment Plan. The Company
hereby withdraws the registration of the remaining 528,102 Shares registered,
but not issued in connection with the Initial Offering.
In addition, the Company registered 600,000 Soliciting Dealer Warrants
and 600,000 shares of common stock issuable upon exercise of the warrants. In
connection with the Initial Offering, the Company issued a total of 35,777
warrants. The Company hereby withdraws the registration of the remaining 564,223
warrants as well as 564,223 shares of common stock registered, but not issuable
in connection with the Initial Offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-11 and has duly caused this
Post-Effective Amendment No. Five to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Orlando, State of Florida, on September 29, 2000.
CNL RETIREMENT PROPERTIES, INC.
(Registrant)
By: /s/ James M. Seneff, Jr.
James M. Seneff, Jr.
Chairman of the Board and Chief
Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. Five to the Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C>
Signatures Title Date
/s/ James M. Seneff, Jr. Chairman of the Board and September 29, 2000
--------------------------------------- Chief Executive Officer
James M. Seneff, Jr. (Principal Executive Officer)
/s/ Robert A. Bourne Director and President September 29, 2000
--------------------------------------- (Principal Financial and
Robert A. Bourne Accounting Officer)
/s/ David W. Dunbar Independent Director September 29, 2000
---------------------------------------
David W. Dunbar
/s/ Edward A. Moses Independent Director September 29, 2000
---------------------------------------
Edward A. Moses
/s/ Timothy S. Smick Independent Director September 29, 2000
---------------------------------------
Timothy S. Smick
</TABLE>
