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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. 15)*
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)
MARCH 31, 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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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
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) [X]
(b) [_]
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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 1,372,851
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,208,651
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,372,851
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,208,651
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
400,000 - James R. Gilley
972,851 - 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
30.2%
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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 disposition of 138,712 shares of
Common Stock made effective March 31, 1997 by JRG Investment Co., Inc. as a
reduction of $2,496,816 of the principal amount of a promissory note in the
original principal amount of $5,700,000 payable to Institutional Capital
Corporation (formerly known as MS Holding Inc.). This statement is also filed
with respect to the beneficial ownership of a total of 2,208,651 shares of
common stock, consisting of (i) 337,500 shares of common stock issuable upon
conversion of Series D Preferred Stock; (ii) 400,000 shares issuable upon
exercise of stock options by James R. Gilley, (iii) 972,851 shares held of
record and beneficially by JRG Investment Co., Inc., (iv) 390,300 shares held of
record and beneficially by 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.
None.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the disposition was to make a substantial reduction in the
indebtedness incurred in connection with the acquisition of a block of common
stock of the Issuer. Such debt was to become due in full in May 1997, and with
such reduction, the maturity date has been extended to December 31, 1998.
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.
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 2,208,651
Shares (approximately 30.2% 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.
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(b) Mr. Gilley has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of all 1,372,851 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.
Letter Agreement effective March 31, 1997.
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: April 9, 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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EXHIBIT A
JRG INVESTMENT CO., INC.
4265 Kellway Circle
Addison, Texas 75244
Fax (972) 407-8400
Telephone (972) 407-8400
VIA FAX
March 10, 1997
F. Terry Shumate
Institutional Capital Corporation ("ICC")
10670 North Central Expressway
Suite 501
Dallas, TX 75231
RE: $5,700,000 Loan From ICC To JRG Investment Co., Inc.
(the "Loan")
Dear Terry,
Pursuant to our discussions, Institutional Capital Corporation, formerly MS
Holding Co., Inc., will accept 138,712 shares of common stock of Greenbriar
Corporation as a principal reduction of $2,496,816 to the Loan (the "Principal
Reduction"). As you know JRG Investment Co., Inc. had prepaid all interest
expected to accrue in 1997 for the Loan. With the payment of the Principal
Reduction the interest expected to accrue in 1997 has been reduced by $206,811
which will now be a principal reduction. The new balance of the Loan will be
$2,996,373 upon receipt by you of the Principal Reduction.
In addition ICC agrees to extend the due date of the Loan to December 31, 1998
and on January 1, 1998 JRG Investment Co., Inc. agrees to prepay ICC for
interest that will be due pursuant to the Loan for 1998.
Please note your acceptance of this amendment to the terms of the Loan below.
The effective date of this transaction is March 31, 1997.
Sincerely,
/s/ James R. Gilley
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James R. Gilley
cc: Mark E. Bennett, Esq.
Ronald L. Brown, Esq.
AGREED & ACCEPTED:
Institutional Capital Corporation
(formerly MS Holding Co., Inc.)
/s/ F. Terry Shumate
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F. Terry Shumate
Vice President
