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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. 1)*
REGENCY HEALTH SERVICES, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value Per Share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
758934-10-3
--------------------------------------------------------
(CUSIP Number)
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Henry K. Jordan with a copy to:
Chief Financial Officer Raymond M. Bukaty, Esq.
The Foothill Group, Inc. Riordan & McKinzie
11111 Santa Monica Blvd., Suite 1500 611 Anton Blvd., Suite 1160
Los Angeles, California 90025 Costa Mesa, California 92626
(310) 966-7000 (714) 433-2627
- -------------------------------------------------------------------------------
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 26, 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 17 SEC 1746 (12-91)
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Schedule 13D
CUSIP No. 758934-10-3 Page 2 of 17 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
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
272,686 (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,075,176 (See Item 5)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 272,686 (See Item 5)
10 SHARED DISPOSITIVE POWER
1,075,176 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,347,862
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
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. 758934-10-3 Page 3 of 17 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
OWNED BY 507,143 (See Item 5)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
507,143 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
507,143 (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)
3.1%
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> 4
Schedule 13D
CUSIP No. 758934-10-3 Page 4 of 17 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
OWNED BY 568,033 (See Item 5)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0- (See Item 5)
10 SHARED DISPOSITIVE POWER
568,033 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
568,033
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
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> 5
Schedule 13D
CUSIP No. 758934-10-3 Page 5 of 17 Pages
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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
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
OWNED BY 568,033 (See Item 5)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0- (See Item 5)
10 SHARED DISPOSITIVE POWER
568,033 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
568,033
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
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> 6
Schedule 13D
CUSIP No. 758934-10-3 Page 6 of 17 Pages
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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
26,789 (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 568,033 (See Item 5)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 26,789 (See Item 5)
10 SHARED DISPOSITIVE POWER
568,033 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
594,822
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
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. 758934-10-3 Page 7 of 17 Pages
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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
1,010 (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 568,033 (See Item 5)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,010 (See Item 5)
10 SHARED DISPOSITIVE POWER
568,033 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
569,043
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
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. 758934-10-3 Page 8 of 17 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
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 568,033 (See Item 5)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0- (See Item 5)
10 SHARED DISPOSITIVE POWER
568,033 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
568,033
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
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
Introduction
- ------------
The reporting persons named in Item 2 below are hereby jointly
filing this statement on Schedule 13D because they may be deemed a "group"
within the meaning of Rule 13d-5(b)(1) promulgated by the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), by virtue of their affiliated status
and/or action in concert with respect to the acquisition of shares of Common
Stock (as hereinafter defined in Item 1 below). Each of the reporting persons
named in Item 2 disclaims beneficial ownership of the Common Stock held on
behalf of the other reporting persons.
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, $.01 par value
per share, CUSIP No. 758934-10-3 (the "Common Stock"), of Regency Health
Services, Inc., a Delaware corporation ("Issuer"), having its principal
executive offices at 2742 Dow Avenue, Tustin, CA 92680.
Item 2. Identity and Background.
This Schedule 13D is filed on behalf of The Foothill Group,
Inc., a Delaware corporation ("Group"), Foothill Capital Corporation, a
California corporation ("Capital"), Foothill Partners, L.P., a Delaware limited
partnership ("Partners") and Don L. Gevirtz, John F. Nickoll, Dennis R. Ascher
and Jeffrey T. Nikora (collectively, the "Managing General Partners"); Group,
Capital, Partners and the Managing General Partners collectively referred to
hereinafter as the "Filing Persons"). Group and the Managing General Partners
are the general partners of Partners. Capital is a wholly-owned subsidiary of
Group.
Under the definition of "beneficial owner" ("Beneficial Owner
Definition") provided in Rule 13d-3 of the Exchange 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.
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.
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 providing
asset-based financing to businesses.
Partners has its principal business address and its principal
business office at 11111 Santa Monica Boulevard, Suite 1500, Los Angeles,
California 90025. The principal
Page 9 of 17 pages.
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business of Partners is to engage in the business of investment in various
financial assets.
Each of the Managing General 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 General 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 principal occupations and the
principal addresses of their respective employers are as follows:
THE FOOTHILL GROUP, INC.
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<CAPTION>
Principal
Name Business Address Occupation
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Don L. Gevirtz 11111 Santa Monica Blvd. Chief Executive Officer
Suite 1500 and Chairman of the Board
Los Angeles, CA 90025
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. Vice President, Chief
Suite 1500 Financial Officer and
Los Angeles, CA 90025 Corporate Secretary
Steven L. Volla Primary Health Systems, L.P. Director; Chairman of the
1275 Drummers Lane Board and Chief Executive
Suite 102 Officer
Wayne, PA 19087
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Page 10 of 17 pages.
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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
L.P. Partner
901 Marina Island Blvd.
Suite 555
San Mateo, CA 94404
Joseph J. Finn-Egan Recovery Equity Partners, Director; General
L.P. Partner
901 Marina Island Blvd.
Suite 555
San Mateo, CA 94404
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FOOTHILL CAPITAL CORPORATION
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<CAPTION>
Principal
Name Business Address Occupation
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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
</TABLE>
Page 11 of 17 pages.
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Credit Officer and
Director
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 have 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.
This Amendment Number 1 is filed to reflect that during the
period beginning July 13, 1994 and ending July 26, 1994, Group and
Partners purchased an aggregate of 233,000 shares of the Common Stock of Issuer
at prices ranging from $7.75 per share to $8.625 per share. Specifically, on
July 13, 1994, Group purchased 5,000 and 3,250 shares at $7.875 and $7.750 per
share, respectively. On July 13, 1994, Partners purchased 15,000 and 9,750
shares at $7.875 and $7.750 per share, respectively. On July 25, 1994, Group
purchased 17,500 and 12,500 shares at $8.50 and $8.625, per share,
respectively. On July 25, 1994, Partners purchased 52,500 and 37,500 shares at
$8.50 and $8.625 per share, respectively. On July 26, 1994, Group purchased
10,000 and 10,000 shares at $8.50 and $8.625 per share, respectively. On July
26, 1994, Partners purchased 30,000 and 30,000 shares at $8.50 and $8.625 per
share, respectively. All shares were purchased with funds from working capital
of Group and Partners.
Item 4. Purpose of Transaction.
Group and Partners acquired their shares of Common Stock for
investment pursuant to purchases on the open market.
None of the Filing Persons presently has any plans or
proposals which relate to or would result in:
(a) The acquisition of additional securities, or
disposition of securities, of the Issuer;
Page 12 of 17 pages.
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<PAGE> 13
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) The sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or
instruments corresponding thereto or any actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing any class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any similar action to any of those enumerated above.
Each of the Filing Persons intends to continually review the
Issuer's business affairs and financial position, as well as conditions in the
securities markets and general economic and industry conditions. Based on such
evaluation and review, each of the Filing Persons will continue to consider
various alternative courses of action and will in the future take such actions
with respect to the Issuer as it deems appropriate in light of the
circumstances existing from time to time. Such actions may include, but are
not limited to, purchasing additional shares of Common Stock, or debt
securities of the Issuer, either in the open market or in privately negotiated
transactions, or selling its shares of Common Stock, either in the open market
or in privately negotiated transactions. The foregoing actions may be taken by
each of the Filing Persons alone or with other persons.
Page 13 of 17 pages.
----
<PAGE> 14
Item 5. Interest in Securities of The Issuer.
(a) The percentages of outstanding Common Stock reported
in this Item 5(a) are based on the assumption that there are 16,334,481 shares
of Common Stock outstanding, which is the number of outstanding shares
confirmed by the Chief Financial Officer of the Issuer as of June 30, 1994.
As of the date of its execution hereof, Partners was the
direct owner of 568,033 shares, or 3.5%, of Common Stock.
As of the date of its execution hereof, Capital was the direct
owner of 507,143 shares, or 3.1%, of Common Stock.
As of the date of its execution hereof, Group was the direct
owner of 272,686 shares, or 1.7%, of Common Stock. Under the Beneficial
Ownership Definition, Group may be deemed beneficially to own the shares of
Common Stock owned directly by Partners and Capital. Accordingly, Group owns
directly or beneficially 1,347,862 shares, or 8.3%, of Common Stock.
As of the date of their execution hereof, each of the
Managing General Partners was the direct owner of -0- shares of
Common Stock, except for Mr. Nickoll, who was the direct owner of
26,789 shares, or 0.2%, of Common Stock, and Mr. Ascher, who was the
direct owner of 1,010 shares, or .01%, of Common Stock. Under the
Beneficial Ownership Definition, each of the Managing General
Partners is deemed beneficially to own the shares of Common Stock owned by
Partners. Accordingly, each of the Managing General Partners other than Mr.
Ascher and Mr. Nickoll is deemed beneficially to own 568,033 shares, or 3.5%,
of Common Stock, Mr. Nickoll is deemed beneficially to own 594,822 shares, or
3.6%, of Common Stock and Mr. Ascher is deemed beneficially to own 569,043
shares, or 3.5%, of Common Stock.
(b) Group has sole voting and sole dispositive power with
respect to the 272,686 shares of Common Stock directly owned by it. Group may
be deemed to have shared voting and dispositive power with Capital, with
respect to the 507,143 shares directly owned by Capital, by virtue of the fact
that Capital is a wholly-owned subsidiary of Group. Each of Group and the
Managing General Partners has shared power with Partners, in its capacity as a
general partner of Partners, to vote and direct the disposition of the 568,033
shares of Common Stock directly owned by Partners.
(c) On July 13, 1994, Group and Partners purchased an
aggregate of 20,000 shares of Issuer's Common Stock at a price of $7.875 per
share and an aggregate of 13,000 shares of Issuer's Common Stock at a price of
$7.75 per share, on the open market. On July 25, 1994, Group and Partners
purchased an aggregate of 70,000 shares of the Issuer's Common Stock at a
purchase price of $8.50 per share and an aggregate of 50,000 shares of the
Issuer's Common Stock at a purchase price of $8.625 per share, on the open
market. On July 26, 1994, Group and Partners purchased an aggregate of 40,000
shares of the Issuer's Common Stock at a purchase price of $8.50 per share
and an aggregate of 40,000 shares of the Issuer's Common Stock at a purchase
price of $8.625 per share, on the open market.
(d) not applicable.
(e) not applicable.
Page 14 of 17 pages.
----
<PAGE> 15
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of The Issuer.
Group and the Managing General Partners are the general
partners of Partners under an Amended and Restated Limited Partnership
Agreement, dated as of October 10, 1990, as amended (the "Partners 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 may not dispose of such securities prior
to Partners. Group may fulfill the obligations of Capital described above
under certain circumstances.
Group, Capital, Partners and the Managing General Partners
have executed a joint reporting agreement (the "Joint Reporting Agreement")
dated April 13, 1994 which was filed April 14, 1994 with the Schedule 13D on
behalf of the Filing Persons pursuant to which they have agreed to file one
joint statement on behalf of all of them with respect to the subject matter
of the Schedule 13D and any amendments thereto.
Item 7. Material to be Filed as Exhibits.
None.
Page 15 of 17 pages.
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<PAGE> 16
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: July 29, 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
-------------------------
Page 16 of 17 pages.
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<PAGE> 17
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 17 of 17 pages.
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