UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
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)
December 31, 1999
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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).
<PAGE>
SCHEDULE 13D
CUSIP No. G 733,599 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
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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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States, Nevada
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7 SOLE VOTING POWER
Number of 500,000
Shares
Beneficially ------------------------------------------------------------
Owned by
Each
Reporting 8 SHARED VOTING POWER
Person
With 2,678,351
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9 SOLE DISPOSITIVE POWER
500,000
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10 SHARED DISPOSITIVE POWER
2,678,351
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 - James R. Gilley
500,000 - JRG Investments
1,178,351 - Grantor trust
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7%
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14 TYPE OF REPORTING PERSON*
IN, CO
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<PAGE>
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 options to
acquire 200,000 shares of Common Stock, the gift of 130,300 shares of common
stock and to the beneficial ownership of a total of 2,678,351 shares of common
stock, consisting of (i) 337,500 shares of common stock issuable upon conversion
of Series D Preferred Stock; (ii) 1,000,000 shares issuable upon exercise of
stock options by James R. Gilley, (iii) 500,000 shares held of record and
beneficially by JRG Investment Co., Inc., (iv) 732,851 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.
1. The Compensation Committee of the Board of Directors, and the Board
of Directors with James R. Gilley absent and not voting, approved the grant
(effective December 31, 1999) of a non-qualified stock option to Mr. Gilley to
purchase 200,000 shares of Common Stock at an exercise price of $0.69 per share,
which was the average closing price of the Company's Common Stock on the ten
trading days prior to the date of grant of such option, conditioned upon listing
of the shares on the American Stock Exchange. The option was granted to Mr.
Gilley in recognition of his performance on behalf of the Company during 1999
and may be exercised by him in whole or in part at any time prior to the
expiration of ten years.
2. On December 31, 1999, The April Trust made gifts of common stock
totaling 130,300 shares to five trusts the beneficiaries of which are children
and grandchildren of Mr.
Gilley.
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 2,678,351 Shares (approximately 32.7% of the all
Shares outstanding plus the shares issuable upon exercise of
warrants or convertible securities held by them). All such
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<PAGE>
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 1,178,351 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 1,500,000
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.
Stock Option Agreement dated December 31, 1999.
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: January 10, 2000 /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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<PAGE>
GREENBRIAR CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
Optionee: James R. Gilley
Number of Shares: 200,000
Option Exercise Price: $0.69
Effective Date of Grant: December 31, 1999
1. Grant of Options. Greenbriar Corporation ("Company") hereby grants
to the above-named optionee ("Optionee"), Non-Qualified Stock Options
(collectively, "Options") to purchase at the Option Exercise Price (set forth
above) per share and on the terms and conditions set forth in this agreement
("Agreement") that number of shares, as adjusted as herein provided (as so
adjusted, "Option Shares"), of its common stock, $.01 par value per share
("Common Stock"), as is set forth above. The exercise price is the fair market
value per share of the Common Stock as reflected by the closing price of the
Common Stock on the American Stock Exchange on the ten trading days preceeding
December 31, 1999, pursuant to a grant by the Compensation Committee of the
Company that was approved by the Board of Directors.
2. Term of Options and Limitations on Right to Exercise. The Options
shall become exercisable in full on the date hereof and listing of the shares of
Common Stock on the American Stock Exchange, and shall expire at 5:00 p.m.,
Dallas, Texas time, on December 31, 2009, unless sooner terminated pursuant
hereto.
3. Exercise of Options. Other terms, times and conditions of exercise
of the Options are as follows:
a. Prior to the Expiration Date, the Options shall be fully
exercisable in whole or in part for a number of shares up to the
aggregate number of all of the Option Shares.
b. Upon the death or Disability of the Optionee, the Optionee
or the personal representative of the Optionee, as applicable, may
exercise the Options to the extent not previously exercised (and, in
the case of death, to the extent the Options could have been exercised
by the Optionee on the date of death) subject to the terms set forth in
this Agreement, until their termination as provided by Section 2
hereof.
c. The Options shall be exercised by written notice directed
to the Secretary of the Company. Such written notice shall be
accompanied by full payment in cash for the number of Option Shares
specified in such written notice.
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d. If the Optionee is subject to restrictions regarding the
Optionee's right to sell shares of Common Stock under applicable
securities laws and as a consequence exercise of the Options would not
be taxable under the provisions of Section 83(c) of the Code, the
Optionee, upon exercise of the Options, shall be authorized to make an
election to be taxed upon exercise of the Options under Section 83(b)
of the Code. To effect such election, the Optionee may file an
appropriate election with the Internal Revenue Service within thirty
(30) days after exercise of the Options and otherwise in accordance
with applicable Treasury Regulations.
e. The Optionee recognizes that the Committee may make such
provisions and take such steps as it may deem necessary or appropriate
for the withholding of any taxes that the Company or any subsidiary of
the Company is required by any law or regulation or any governmental
authority, whether federal, state or local, domestic or foreign, to
make in connection with the Optionee's exercise of the Options.
f. Subject to the terms of this Agreement, the Options may be
exercised at any time and without regard to any other option to
purchase stock of the Company held by the Optionee.
g. In the event the outstanding shares of Common Stock are
increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of the Company or of any
other corporation by reason of any merger, sale of stock,
consolidation, liquidation, recapitalization, reclassification, stock
split up, combination of shares, stock dividend, or transaction having
similar effect, the total number of shares subject to this Option shall
be proportionately and appropriately adjusted. Following a transaction
described above, if the Company continues in existence, the number and
kind of shares that are subject to any Option and the option price per
share shall be proportionately and appropriately adjusted without any
change in the aggregate price to be paid therefor upon exercise of the
Option. If the Company will not remain in existence or substantially
all of its voting Common Stock and Common Stock will be purchased by a
single purchaser or group of purchasers acting together, then the
Company may (i) declare that all Options shall terminate 30 days after
the Committee gives written notice to all Optionee's of their immediate
right to exercise all Options then outstanding (without regard to
limitations on exercise otherwise contained in the Options), or (ii)
notify the Optionee that the Options shall apply with appropriate
adjustments as determined by the Company to the securities of the
successor corporation to the Optionee would have been entitled, or
(iii) take action that is some combination of aspects of (i) and (ii).
The determination by the Company as to the terms of any of the
foregoing adjustments shall be conclusive and binding. Any fractional
shares resulting from any of the foregoing adjustments under this
section shall be disregarded and eliminated.
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4. Nontransferability. The Options are not transferable except by will
or by the laws of descent and distribution and are subject to the provisions of
Section 7 hereof. The Options may be exercised during the lifetime of the
Optionee only by the Optionee.
5. Limitation of Rights. The Optionee shall have no rights as a
stockholder with respect to the Option Shares until the Optionee shall become
the holder of record of such Option Shares. Neither the Plan, the granting of
the Options nor this Agreement shall impose any obligation on the Company or any
subsidiary of the Company to continue the employment of the Optionee.
6. Optionee's Best Efforts Covenant. The Optionee hereby agrees to use
the Optionee's best efforts to provide services to the Company in a workmanlike
manner and to promote the Company's interests.
7. Restrictions on Transfer and Pledge. Except as otherwise provided
herein, the Options and all rights and privileges granted hereunder shall not be
transferred, assigned, pledged or hypothecated in any way, whether by operation
of law or otherwise, and shall not be subject to execution, attachment or
similar process.
8. Restrictions on Issuance of Option Shares. If at any time the Board
of Directors or the Committee determines, in its discretion, that listing,
registration or qualification of the Option Shares covered by the Options upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition to the exercise of the Options, the Options may not be exercised in
whole or in part unless and until such listing, registration, qualification,
consent or approval has been effected or obtained free of any conditions not
acceptable to the Board of Directors or the Committee. The Board or Committee,
as the case may be, shall make such a determination, and notify the Optionee of
its determination, within two (2) days after receiving the Optionee's written
notice of exercise of his Options. In the event of any such determination by the
Board or the Committee, the Company shall use its best efforts to effect or
obtain such listing, registration, qualification, consent or approval.
9. Successors. This Agreement shall be binding upon any successor of
the Company, in accordance with the terms of this Agreement and the Plan.
10. Stock Reserve. The Company shall at all times during the term of
this Agreement reserve and keep available such number of shares of Common Stock
as shall be sufficient to satisfy the requirements of this Agreement. The
Company shall pay all original issue taxes (if any) on the exercise of the
Options, and all other fees and expenses necessarily incurred by the Company in
connection therewith.
11. Listing Approval. This Agreement shall be subject to the listing of
the shares underlying the options on the American Stock Exchange.
12. Investment Intent. The Optionee hereby represents and warrants as
follows:
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a. The Shares will be acquired for the Optionee's own account
without the participation of any other person, with the intent of
holding the Shares for investment and without the intent of
participating, directly or indirectly, in a distribution of the Shares
and not with a view to, or for resale in connection with, any
distribution of the Shares or any portion thereof.
b. The Optionee, through the Optionee's position with the
Company, has access to all material information with regard to the
Company.
c. The Optionee will not acquire the Shares based upon any
representation, oral or written, by any person with respect to the
future value of or income from the Shares but rather upon an
independent examination and judgment as to the prospects of the
Company.
d. The Shares were not offered to the Optionee by means of
publicly disseminated advertisements or sales literature, nor is the
Optionee aware of any offers made to other persons by such means.
e. The Optionee acknowledges that the Optionee must continue
to bear the economic risk of the investment in the Shares for an
indefinite period and recognizes that the Shares will be: (i)
transferred without registration under any state or federal law
relating to the registration of securities for sale; and (ii) issued
and transferred in reliance on the exemption from registration provided
by Section 4(2) of the United States Securities Act of 1933, as amended
(the "1933 Act").
IN WITNESS WHEREOF, Greenbriar Corporation acting by and through its
duly authorized officers, has caused this Agreement to be executed, and the
Optionee has executed this Agreement, effective this 31st day of December, 1999.
GREENBRIAR CORPORATION
By: /s/ Gene S. Bertcher
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Name: Gene S. Bertcher
Title: Executive Vice President
/s/ James R. Gilley
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OPTIONEE - James R. Gilley
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