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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. 0)*
GREENBRIAR CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
393648-10-0
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(CUSIP Number)
VICTOR L. LUND, 816 N.E. 87TH AVENUE, VANCOUVER, WASHINGTON 98666
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
SEPTEMBER 16, 1996
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(Date of Event which Requires Filing of this Settlement
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. /_/
Check the following box if a fee is being paid with the statement. /X/ (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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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SCHEDULE 13D
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CUSIP NO. 393648-10-0 PAGE 2 OF 4 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Victor L. Lund (SS####-##-####)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
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SOLE VOTING POWER
7
NUMBER OF 1,214,961
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,214,961
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,214,961
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,214,961
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,214,961
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
23.5%
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TYPE OF REPORTING PERSON*
14
IN
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ITEM 1. SECURITY AND ISSUER.
This statement relates to common stock, par value $0.01 per share of
Greenbriar Corporation, a Nevada corporation (the "Issuer"), with principal
executive offices at 4265 Kellway Circle, Addison, Texas 75244.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed with respect to the ownership of 1,214,961
unregistered shares of the Issuer's common stock, all of which are held of
record by the undersigned.
(a) Name: Victor L. Lund
(b) Business Address: 816 N.E. 87th Avenue
Vancouver, WA 98666
(c) Principal Business: Development of assisted living projects
(d) Registrant has not, during the past five years, been convicted in any
criminal proceeding (excluding traffic violations and similar
misdemeanors):
(e) Registrant has not, during the past five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
or been subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS, OR OTHER CONSIDERATION.
Registrant acquired 1,457,953 shares of the Issuer's Series E Preferred Stock
in April 1996 in connection with the sale to the Issuer of Wedgwood Retirement
Inns, Inc., of which Registrant was majority owner. Pursuant to action by the
stockholders of the Issuer on September 16, 1996, such shares of Series E
Preferred Stock became convertible at the option of the holder into 1,214,961
shares of the Common Stock of the Issuer. On September 16, 1996, Registrant
notified the Issuer that he was converting his shares into Common Stock, subject
to their listing on the American Stock Exchange.
ITEM 4. PURPOSE OF TRANSACTION.
Registrant has acquired the shares of the Issuer for personal investment and
seeks to hold such securities for a sufficient period of time in order to
realize a significant enhancement in their value. Registrant has been elected to
the Board of Directors of the Issuer but will not be in a position to control
the management of the Issuer. Registrant has no present plan or proposal which
would relate to or result in: (a) the acquisition of additional securities of
the Issuer; (b) any extraordinary corporate transaction involving the Issuer;
(c) a sale or transfer of a material amount
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of assets of the Issuer or its subsidiaries; (d) any change in the Board of
Directors of the Issuer; (e) any material change in the Issuer's capitalization
or dividend policy; (f) any other material change in the Issuer's business or
corporate structure; (g) any change in the Issuer's Articles of Incorporation or
Bylaws which may impede the acquisition of control of the Issuer; (h) cause any
securities of the Issuer to be delisted from the American Stock Exchange; or (i)
any class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Act of 1933.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) Victor L. Lund 1,214,961 common shares (23.5%)
(b) Victor L. Lund
(c) 1,457,903 shares of Series E Preferred Stock acquired from Issuer in April
1996. All shares of Series E Preferred Stock were converted into common
stock on September 16, 1996.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Company agreed to register the shares of Common Stock into which the
Series E Preferred Stock held by Victor L. Lund is convertible under limited
circumstances, as follows: (i) commencing two years after the closing of the
Wedgwood Acquisition and upon conversion, the Company agreed to give the holders
of such shares the right to demand registration of all or a portion of the
Common Stock provided at least a majority of the shares join in such demand; and
(ii) the Company agreed to give the holders of the Common Stock "piggy-back"
registration rights to include all or a portion of the shares in any other
registration statement filed by the Company under the Securities Act (other than
on Form S-8 or Form S-4), subject to certain rights of the Company not to
include all or a portion of such shares under certain circumstances. The
Company agreed to pay all expenses of the demand or piggy-back registration,
other than underwriting fees, discounts or commissions.
Mr. Lund has pledged all shares of stock received in the Wedgwood Acquisition
to the Issuer as collateral for the representations and warranties made to the
Issuer.
In connection with the Wedgwood Acquisition, the Company entered into a
Construction Management Agreement with Victor L. Lund pursuant to which Mr. Lund
agreed to serve, for three years following closing of the Wedgwood Acquisition,
as a construction manager to oversee construction for the Company of up to 20
assisted living facilities, including those that provide Alzheimer's care,
during the term of the agreement. Mr. Lund will receive monthly fees based
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on the percentage of completion of each facility with a total fee of $150,000
for each facility successfully completed, less any distributions paid to Mr.
Lund from any partnership or limited liability company in which Mr. Lund and the
Company both own equity interests. Mr. Lund owns a 51% equity interest
and the Company owns a 49% equity interest in two limited partnerships. The
company has an option to buy Mr. Lund's interests in these partnerships for
$10,000.
Also in connection with the Wedgwood Acquisition, the Company advanced
$500,000 to Victor L. Lund to be used for operating Wedgwood and the Predecessor
Entities through the closing date. Pursuant to the terms of such loan, the
principal and interest were forgiven as of the closing of the Wedgwood
Acquisition.
Victor L. Lund and another Wedgwood officer have made loans to Wedgwood of
$880,158 during the past several years to partially fund construction and
acquisition of facilities, and for working captial. The unpaid balances of such
loans at September 1, 1996 aggregated $352,915 to Mr. Lund and $289,582 to Mr.
Hall. The notes bear interest at rates ranging from 9.25% to 10.50% and are due
on demand. In addition, Mr. Lund has guaranteed repayment of approximately
$43,200,000 of Wedgwood indebtedness and leases for Wedgwood's facilities, and
the Company has agreed to indemnify Mr. Lund against any liability under his
guarantees.
Until August 1996 Victor L. Lund subleased to the Company the regional offices
located at 816 NE 87th Avenue, in Vancouver, Washington. The lease covers
approximately 6,000 square feet of office space for $6,194 per month. This
lease expires during December 1996, and in August 1996 Mr. Lund assigned the
lease to the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my information and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
September 20, 1996 /s/ Victor L. Lund
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Victor L. Lund
