<PAGE> 1
<TABLE>
<S> <C>
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB NUMBER 3235-0145
Washington, D.C. 20549 Expires: October 31, 1994
Estimated average burden
Schedule 13D hours per form.......14.90
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Under the Securities Exchange Act of 1934
(Amendment No. 7)*
CARE ENTERPRISES, INC.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value Per Share
- ------------------------------------------------------------------------------
(Title of Class of Securities)
141649-30-1
--------------------------------------------------------
(CUSIP Number)
<TABLE>
<S> <C>
Henry K. Jordan Paul Bernstein, Esq.
Chief Financial Officer Riordan & McKinzie
The Foothill Group, Inc. 300 South Grand Avenue
11111 Santa Monica Blvd., Suite 1500 Los Angeles, California 90071
Los Angeles, California 90025 (213) 629-4824
(310) 478-8383
- ------------------------------------------------------------------------------
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 4, 1994
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
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 1 of 21 SEC 1746 (12-91)
<PAGE> 2
Schedule 13D
CUSIP No. 141649-30-1 Page 2 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
The Foothill Group, Inc.
94-1663353
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC,OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0- (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0- (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0- (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
-0- (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
Schedule 13D
CUSIP No. 141649-30-1 Page 3 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
The Foothill Fund, a California Limited Partnership
95-4153040
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC,OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
-0- (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0- (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0- (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
-0- (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
Schedule 13D
CUSIP No. 141649-30-1 Page 4 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Foothill Capital Corporation
95-2689288
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0- (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0- (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
Schedule 13D
CUSIP No. 141649-30-1 Page 5 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Foothill Partners, L.P., a Delaware Limited Partnership
95-4291521
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0- (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0- (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0- (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
-0- (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
Schedule 13D
CUSIP No. 141649-30-1 Page 6 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Foothill Managers Limited II, a California Limited Partnership
95-4166745
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC,00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
-0- (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0- (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0- (See Item 5)
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0- (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 7
Schedule 13D
CUSIP No. 141649-30-1 Page 7 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Don L. Gevirtz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
-0- (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0- (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0- (See Item 5)
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0- (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 8
Schedule 13D
CUSIP No. 141649-30-1 Page 8 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
John F. Nickoll
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
-0- (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0- (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0- (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
-0- (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 9
Schedule 13D
CUSIP No. 141649-30-1 Page 9 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Dennis R. Ascher
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
-0- (See Item 5)
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0- (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0- (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
-0- (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 10
Schedule 13D
CUSIP No. 141649-30-1 Page 10 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey T. Nikora
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
-0- (See Item 5)
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0- (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0- (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
-0- (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 11
The statement on Schedule 13D, filed February 6, 1991, as
amended (i) by Amendment No. 1, filed October 7, 1991, (ii) by Amendment No. 2,
filed February 14, 1992, (iii) by Amendment No. 3, filed August 10, 1992, (iv)
by Amendment No. 4, filed December 28, 1992, (v) by Amendment No. 5, filed
February 23, 1993 and (vi) by Amendment No. 6, filed April 19, 1993 (as
amended, the "Initial Filing"), relating to the common stock, $.01 par value
per share, CUSIP No. 141649-30-1 (the "Common Stock"), of Care Enterprises,
Inc., a Delaware corporation ("Issuer"), and filed by The Foothill Group, Inc.,
a Delaware corporation ("Group"), The Foothill Fund, a California limited
partnership ("Fund"), Foothill Capital Corporation, a California corporation
("Capital"), Foothill Partners, L.P., a Delaware limited partnership
("Partners"), Foothill Managers Limited II, a California limited partnership
("Managers"), Don L. Gevirtz, John F. Nickoll, Dennis R. Ascher and Jeffrey T.
Nikora (collectively, the "Managing General Partners") (Group, Fund, Capital,
Partners, Managers and the Managing General Partners are collectively referred
to hereinafter as the "Filing Persons") is amended and restated as follows:
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock. The Issuer has
its principal executive offices at 2742 Dow Avenue, Tustin, California
92680-7245. Pursuant to the Agreement and Plan of Merger dated as of December
20, 1993 by and between the Issuer and Regency Health Services, Inc.
("Regency"), (i) each of the outstanding shares of Common Stock was exchanged
for 0.71 of a share of common stock of Regency and (ii) the Issuer became a
wholly-owned subsidiary of Regency (collectively, the "Merger"). Following the
Merger, the Common Stock was deregistered under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Act").
Item 2. Identity and Background.
This Schedule 13D is filed on behalf of the Filing Persons.
Group is the general partner of Partners and Managers and the general partner
and a limited partner of Fund. Capital is a wholly-owned subsidiary of Group.
Under the definition of "beneficial owner" ("Beneficial Owner
Definition") provided in Rule 13d-3 promulgated under the Act, Group and the
Managing General Partners may be deemed to beneficially own the shares of
Common Stock owned by Partners by virtue of the fact that Group and the
Managing General Partners, as the general partners of Partners, share with
Partners the voting and dispositive power with respect to shares of Common
Stock held or acquired by Partners.
Page 11 of 21 pages.
<PAGE> 12
Under the Beneficial Owner Definition, Group may be deemed to
beneficially own the shares of Common Stock owned by Fund and Managers by
virtue of the fact that Group, as general partner of each of Fund and Managers,
shares with Fund and Managers, respectively, the voting and dispositive power
with respect to shares of Common Stock held by Fund and Managers. Also under
the Beneficial Owner Definition, Group may be deemed to beneficially own the
shares of Common Stock owned by Capital by virtue of the fact that Group, as
the parent of Capital, has voting or dispositive power with respect to shares
of Common Stock held by Capital.
Group has its principal business address and its principal
business office at 11111 Santa Monica Boulevard, Suite 1500, Los Angeles,
California 90025. The principal business of Group is that of a financial
services holding company.
Fund has its principal business address and principal business
office at 11111 Santa Monica Boulevard, Suite 1500, Los Angeles, California
90025. The principal business of Fund is to engage in the business of
investment in various financial assets.
Capital has its principal business address and principal
business office at 11111 Santa Monica Boulevard, Suite 1500, Los Angeles,
California 90025. The principal business of Capital is to engage in
asset-based financing to businesses.
Managers has its principal business address and its principal
business office at 11111 Santa Monica Boulevard, Suite 1500, Los Angeles,
California 90025. As of December 31, 1993, Managers was liquidated and ceased
operations. The principal business of Managers was to engage in the business
of investment in various financial assets.
Partners has its principal business address and its principal
business office at 11111 Santa Monica Boulevard, Suite 1500, Los Angeles,
California 90025. The principal business of Partners is to engage in the
business of investment in various financial assets.
Each of the Managing Partners has his principal business
address and his principal business office at 11111 Santa Monica Boulevard,
Suite 1500, Los Angeles, California 90025. The principal business of each
Managing Partner is to engage in the business of investment in various
financial assets.
The names of the directors and executive officers of Group and
Capital, their business addresses, their present
Page 12 of 21 pages.
<PAGE> 13
principal occupations and the principal addresses of their respective employers
are as follows:
THE FOOTHILL GROUP, INC.
<TABLE>
<CAPTION>
Principal
Name Business Address Occupation
---- ---------------- ----------
<S> <C> <C>
Don L. Gevirtz 11111 Santa Monica Blvd. Chief Executive Officer
Suite 1500 and Chairman of the
Los Angeles, CA 90025 Board
John F. Nickoll 11111 Santa Monica Blvd. President, Vice
Suite 1500 Chairman of the Board,
Los Angeles, CA 90025 Co-Chief Executive
Officer, Chief
Operating Officer and
Director
David C. Hilton 11111 Santa Monica Blvd. Executive Vice
Suite 1500 President
Los Angeles, CA 90025
Peter E. Schwab 11111 Santa Monica Blvd. Executive Vice
Suite 1500 President
Los Angeles, CA 90025
Henry K. Jordan 11111 Santa Monica Blvd. Senior Vice President,
Suite 1500 Chief Financial Officer
Los Angeles, CA 90025 and Corporate Secretary
Steven L. Volla American Healthcare Director; Chairman of
Management, Inc. the Board and Chief
660 American Avenue Executive Officer
Suite 200
King of Prussia, PA 19406
</TABLE>
Page 13 of 21 pages.
<PAGE> 14
<TABLE>
<S> <C> <C>
Warren Bennis, Ph.D. USC School of Business Director; Professor
Administration
300-A Bridge Hall
901 Exposition Blvd.
Los Angeles, CA 90089
Arthur Malin, M.D. 606 No. Foothill Road Director; Professor
Beverly Hills, CA 90201
Jeffrey A. Lipkin Recovery Equity Partners, Director; General Partner
L.P.
901 Marina Island Blvd.
Suite 555
San Mateo, CA 94404
Joseph J. Finn-Egan Recovery Equity Partners, Director; General Partner
L.P.
901 Marina Island Blvd.
Suite 555
San Mateo, CA 94404
</TABLE>
FOOTHILL CAPITAL CORPORATION
<TABLE>
<CAPTION>
Principal
Name Business Address Occupation
---- ---------------- ----------
<S> <C> <C>
John F. Nickoll 11111 Santa Monica Blvd. Chairman of the Board
Suite 1500 and Director
Los Angeles, CA 90025
Don L. Gevirtz 11111 Santa Monica Blvd. Vice President
Suite 1500
Los Angeles, CA 90025
Peter E. Schwab 11111 Santa Monica Blvd. President, Chief
Suite 1500 Operating Officer and
Los Angeles, CA 90025 Director
David C. Hilton 11111 Santa Monica Blvd. Executive Vice
Suite 1500 President, Chief
Los Angeles, CA 90025 Financial Officer,
Chief Credit Officer
and Director
</TABLE>
Page 14 of 21 pages.
<PAGE> 15
<TABLE>
<S> <C> <C>
Henry K. Jordan 11111 Santa Monica Blvd. Senior Vice President/
Suite 1500 Finance and Corporate
Los Angeles, CA 90025 Secretary
Ellyn Norwood 11111 Santa Monica Blvd. Senior Vice President/
Suite 1500 Human Resources
Los Angeles, CA 90025
</TABLE>
During the last five years, to the knowledge of the Filing
Persons, neither any of the Filing Persons nor any of the above-named directors
or executive officers of Group or Capital has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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. To the knowledge of the Filing
Persons, all of Group's and Capital's directors and executive officers are
citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
As reported on a Schedule 13D, filed by Group, Fund and
Managers on January 23, 1989, as amended on June 20, 1989, and on November 6,
1989, relating to the Class A common stock of the Issuer, CUSIP Number
141649-20-2, and on a Schedule 13D relating to the Class B common stock of the
Issuer, CUSIP Number 141649-10-3, also filed by the foregoing parties and
amended on the foregoing dates, Group, Fund and Managers previously acquired
and held certain Class A common stock and Class B common stock of the Issuer
(collectively, the "Old Common Stock"), and certain 9% Convertible Senior
Subordinated Debentures, due June 1, 2005 (the "Debentures"), of the Issuer,
convertible into Class A common stock and Class B common stock of the Issuer.
As reported in the Form 10-Ks of the Issuer for the years ended December 31,
1988 and December 31, 1989, the Issuer and certain of its subsidiaries filed
voluntary petitions with the Bankruptcy Court for relief under Chapter 11 of
the United States Bankruptcy Code. As reported in the Issuer's Form 8-K dated
April 20, 1990, on April 20, 1990, the Bankruptcy Court entered an Order
confirming the Issuer's plan of reorganization (the "Plan"). As reported in
the Issuer's Form 8-K dated January 14, 1991, on December 31, 1990 (the
"Effective Date"), the Plan became effective.
The Plan provided for the Issuer to issue shares of Common
Stock on the Effective Date to (i) holders of the Issuer's
Page 15 of 21 pages.
<PAGE> 16
outstanding Debentures, (ii) holders of 16% subordinated notes of the Issuer
(the "Subordinated Notes"), (iii) certain large unsecured creditors of the
Issuer that elected to receive Common Stock and (iv) holders of Old Common
Stock of the Issuer, all in full satisfaction of their respective claims and
interests in the Issuer. According to the Issuer's Form 8-K dated January 14,
1991, on the Effective Date, the Issuer issued an aggregate of 8,494,276 shares
of its Common Stock. The Issuer also reserved an aggregate of 1,222,225 shares
of Common Stock for issuance upon resolution of disputed claims against the
Issuer. In accordance with the Plan, the Debentures and Old Common Stock held
by Group, Fund and Managers were canceled, and Group, Fund and Managers each
became entitled to receive certain newly-issued shares of Common Stock.
As provided in the Plan, on the Effective Date (i) 85,800
shares of Class A common stock of the Issuer, held by Group, were canceled, and
29,000 shares of Class B common stock of the Issuer, held by Group, were
canceled, (ii) 15,000 shares of Class B common stock of the Issuer, held by
Fund, were canceled, (iii) $9,299,000 par value of the Debentures, held by
Fund, was canceled, and (iv) $150,000 par value of the Debentures, held by
Managers, was canceled. In addition, $4,550,000 par value of the Subordinated
Notes, held by Fund, was canceled. On January 23, 1991, Group, Fund and
Managers received, respectively, 6,435; 988,855; and 15,951 newly-issued shares
of Common Stock in respect of the Class A common stock and Debentures which
were canceled. In addition, Group and Fund received, respectively, 2,175 and
1,125 shares of Common Stock in respect of the Class B common stock which was
canceled, and Fund received 316,680 shares of Common Stock in respect of the
Subordinated Notes which were canceled.
On January 18, 1991, Capital purchased, in a privately
negotiated transaction, using cash from working capital, $1,200,000 par value
of secured convertible exchangeable notes (the "Notes") of the Issuer from
Solvation Inc., a Delaware corporation, doing business as Smith Management
Company, at a price equal to the par value of the Notes. On the same date,
Capital sold to Fund $400,000 par value of the Notes at a price equal to the
par value of the Notes. The Notes purchased by Fund were acquired with the
proceeds of a margin loan in the amount of $400,000.
Page 16 of 21 pages.
<PAGE> 17
On July 7, 1992, Partners and Group purchased on the open
market, using cash from working capital, 45,000 and 15,000 shares of Common
Stock, respectively, at a price per share of $2.04.
On December 21, 1992, Partners and Group, using cash from
working capital, purchased from the Issuer in a private placement, 489,796 and
163,265 shares of Common Stock, respectively, at a price per share of $2.45.
As of December 31, 1993, Managers was liquidated and ceased
operations. Prior to its liquidation, Managers distributed to Group and its
limited partners all of the shares of Common Stock which it owned.
On March 3, 1994, Fund distributed to Group and to its limited
partners all of the shares of Common Stock which it then owned. In the
distribution, Group and Mr. Nickoll received 108,161 and 1,928 shares of Common
Stock, respectively.
On April 4, 1994, the Merger was approved by the shareholders
of the Issuer and of Regency. In the Merger, each share of Common Stock was
exchanged for 0.71 of a share of common stock of Regency.
Item 4. Purpose of Transaction.
The Filing Persons have disposed of all of their shares of
Common Stock pursuant to the Merger.
Item 5. Interest in Securities of The Issuer.
(a) As of the date of their execution hereof, each of the
Filing Persons was the direct owner of -0- shares of Common Stock.
(b) As of the date of their execution hereof, each of the
Filing Persons had the sole or shared power to vote or dispose of -0- shares of
Common Stock.
(c) As of December 31, 1993, Managers was liquidated and
ceased operations. Prior to its liquidation, Managers distributed to Group and
its limited partners all of the shares of Common Stock which it owned.
On March 3, 1994, Fund distributed to Group and to its limited
partners all of the shares of Common Stock which it then owned.
Page 17 of 21 pages.
<PAGE> 18
On April 4, 1994, the Merger was approved by the shareholders
of the Issuer and of Regency. In the Merger, each share of Common Stock was
exchanged for 0.71 of a share of common stock of Regency.
(d) not applicable.
(e) On April 4, 1994, the Filing Persons ceased to be the
beneficial owners of more than five percent of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of The Issuer.
Group is the sole general partner and a limited partner of
Fund under an Agreement of Limited Partnership dated as of March 1, 1988, as
amended (the "Fund Agreement"). The Fund Agreement provides for the formation
of the Fund as a partnership to invest the funds of the partnership in
securities of, and claims or other rights against, companies in financial
distress, companies in the process of financial reorganization and companies in
distressed industries. Group, as general partner of Fund, has the exclusive
right and power to manage the business and affairs of the partnership,
including the power to purchase and dispose of the Common Stock and Notes owned
by Fund, as well as securities of the type described above. The general
partner and limited partners of the Fund have certain rights to receive the
proceeds of the sales of securities, including the Common Stock and Notes, if
any, in accordance with the Fund Agreement.
Group is the sole general partner of Managers under an
Agreement of Limited Partnership, dated as of June 1, 1988, as amended (the
"Managers Agreement"). The Managers Agreement provides for the formation of
Managers as a partnership to invest the funds of the partnership in equity
securities or securities evidencing the right to acquire equity securities of
companies. Group, as general partner of Managers, has the exclusive right and
power to manage the business and affairs of the partnership, including the
power to purchase and dispose of the Common Stock owned by Managers, as well as
securities of the type described above. The partners of Managers have certain
rights to receive the proceeds of the sales of securities, including the Common
Stock, if any, in accordance with the Managers Agreement. Certain executive
officers of Group, Don L. Gevirtz, John F. Nickoll, David C. Hilton, Peter E.
Schwab and Henry K. Jordan are limited partners of Managers.
Group, Don L. Gevirtz, John F. Nickoll, Dennis R. Ascher and
Jeffrey T. Nikora are the general partners of Partners under an Amended and
Restated Limited Partnership Agreement, dated as of October 10, 1990, as
amended (the "Partners
Page 18 of 21 pages.
<PAGE> 19
Agreement"). The Partners Agreement provides for the formation of Partners as
a partnership to invest the funds of Partners in secured or unsecured notes,
debentures, trust receipts and other debt instruments, all of which by their
terms at the time of issuance must be senior in right of payment to all other
debt obligations of the issuer and all rights and options relating to any of
the foregoing which can be purchased at a discount to claim amount, and to
engage in all activities reasonably necessary and incidental to the foregoing.
The general partners of Partners have the exclusive right and power to manage
the business and affairs of the partnership including the power to purchase and
dispose of the Common Stock owned by Partners as well as securities of the type
described above. The general partners of Partners have certain rights to
receive the proceeds of the sales of securities, including the Common Stock, if
any, in accordance with the Partners Agreement.
Pursuant to Section 9.7(b) of the Partners Agreement, and as
acknowledged in a letter dated October 10, 1990, Capital has an obligation to
co-invest with Partners by purchasing 33% of prospective portfolio securities
purchased by Partners. In addition, Capital is obligated to dispose of a
pro-rata amount of such securities at the same time, in the same manner and at
the same price as Partners, and Capital my not dispose of such securities prior
to Partners. Group may fulfill the obligations of Capital described above
under certain circumstances.
Group, Capital, Fund, Partners, Managers and the Managing
General Partners have executed a joint reporting agreement dated August 7, 1992
which was attached to Amendment No. 3 to the Initial Filing as Exhibit A
thereto, pursuant to which they have agreed to file one joint statement on
behalf of all of them with respect to the subject matter of this Schedule 13D.
Item 7. Material to be Filed as Exhibits.
The joint reporting agreement dated August 7, 1992 referred
to in Item 6 of this Schedule 13D is incorporated herein by reference.
Page 19 of 21 pages.
<PAGE> 20
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.
Dated: April 13, 1994
THE FOOTHILL GROUP, INC.
By: /s/ Dennis R. Ascher
-----------------------
Name: Dennis R. Ascher
Title: Vice President
FOOTHILL CAPITAL CORPORATION
By: /s/ Dennis R. Ascher
------------------------
Name: Dennis R. Ascher
Title: Vice President
THE FOOTHILL FUND
a California Limited Partnership
By: The Foothill Group, Inc.
General Partner
By: /s/ Dennis R. Ascher
------------------------
Name: Dennis R. Ascher
Title: Vice President
FOOTHILL MANAGERS LIMITED II
a California Limited Partnership
By: The Foothill Group, Inc.
General Partner
By: /s/ Dennis R. Ascher
------------------------
Name: Dennis R. Ascher
Title: Vice President
Page 20 of 21 pages.
<PAGE> 21
FOOTHILL PARTNERS, L.P.
a Delaware Limited Partnership
By: The Foothill Group, Inc.
General Partner
By: /s/ Dennis R. Ascher
------------------------
Name: Dennis R. Ascher
Title: Vice President
MANAGING GENERAL PARTNERS
/s/ Don L. Gevirtz
------------------------
Don L. Gevirtz
/s/ John F. Nickoll
------------------------
John F. Nickoll
/s/ Dennis R. Ascher
------------------------
Dennis R. Ascher
/s/ Jeffrey T. Nikora
------------------------
Jeffrey T. Nikora
Page 21 of 21 pages.
