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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. 14)*
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)
JAMES R. GILLEY, 4265 KELLWAY CIRCLE, ADDISON, TEXAS 75244 (214) 407-8400
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
FEBRUARY 1, 1997
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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. [_] (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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CUSIP NO. 393648-10-0 13D 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
James R. Gilley (SS# ###-##-####)
JRG Investments Co., Inc. and one revocable grantor trust
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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
United States, Nevada
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SOLE VOTING POWER
7
NUMBER OF 1,511,563
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,347,363
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,511,563
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,347,363
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
400,000 - James R. Gilley
1,111,563 - JRG Investments
835,800 - Grantor trust
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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
32.1%
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TYPE OF REPORTING PERSON*
14
IN,CO
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ITEM 1. SECURITY AND ISSUER.
This statement relates to common stock, $.01 par value per share (the
"Shares"), of Greenbriar Corporation (the "Issuer"). The Issuer's principal
executive offices are located at 4265 Kellway Circle, Addison, Texas 75244.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed with respect to the acquisition of the right to
convert 675,000 shares of the Issuer's Series D Preferred Stock into 337,500
unregistered shares of the Issuer's common stock. Such shares of common stock
are beneficially owned due to the right exercisable on April 1,1997 to acquire
them upon conversion, which conversion right was approved by the stockholders of
the Issuer at a special meeting on September 30, 1996. Such shares are owned by
The April Trust, a grantor trust established June 15, 1993, of which James R.
Gilley and his wife, Sylvia M. Gilley are the grantors, trustees and
beneficiaries. In addition, this statement reports the disposition of 9,700
shares of common stock from The April Trust to trusts for two of the Gilley's
grandchildren. Finally, this statement is filed with respect to the beneficial
ownership of a total of 2,347,363 shares of common stock, consisting of (i) the
337,500 shares of common stock issuable upon conversion of the Series D
Preferred Stock described above; (ii) 400,000 shares issuable upon exercise of
stock options by James R. Gilley, (iii) 1,111,563 shares held of record and
beneficially by JRG Investment Co., Inc., (iv) 390,300 shares held of record and
beneficially of The April Trust, and (v) 108,000 shares subject to a Stock
Purchase Warrant held by The April Trust.
In accordance with the instructions to this Item 2, the following
information is hereby provided with respect to Mr. Gilley: There is no change in
Item 2(a) through (f).
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
Shares of Series D Preferred Stock are convertible into Common Stock at
the rate of two shares of Series D Preferred Stock for one share of Common
Stock. No additional payment is required.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Series D Preferred Stock were acquired in April 1996 by the
registrants in connection with the contribution to the Issuer of a shopping
center property in exchange for the shares. Such contribution was made in order
to enable the acquisition by the Issuer of Wedgwood Retirement Inns, Inc. on a
nontaxable basis to Wedgwood and its stockholders.
The Trust has no present intention to convert the Series D Preferred
Stock into Common Stock.
Other than as set out herein, Mr. Gilley has no current plans or
proposals which relate or would result in any of the matters listed in Items
4(a) through 4(j), inclusive, of Schedule 13D.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Gilley, JRG and The April Trust for which he is trustee and
beneficially own or have the right to acquire, an aggregate of
2,347,363 Shares (approximately 32.1% of the all Shares outstanding
plus the shares issuable upon exercise of warrants or convertible
securities held by them). All such shares are owned of record by JRG,
Mr. Gilley and the Trust. Mr. Gilley's spouse also owns of record and
beneficially or has the right to acquire an additional 536,000 shares
of Common Stock. Except for the 835,800 shares owned beneficially by
the trust, the registrant and his spouse disclaim any beneficial
ownership in the shares owned of record by the other.
(b) Mr. Gilley has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of all 1,511,563 Shares which
are owned of record by JRG and Mr. Gilley.
(c) None.
(d) No person other than Mr. Gilley, JRG or the trusts have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any of the Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 6, 1997 /s/ James R. Gilley
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James R. Gilley, Individually,
on behalf of JRG Investments and as trustee
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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