<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
of
Tweedy, Browne Company L.P.
SCHEDULE 13D
(Amendment No. 1)*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. 1)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
REGENCY HEALTH SERVICES INC.
(Name of Issuer)
Common Stock, Par Value $.01 per Share
(Title of Class of Securities)
758934103
(CUSIP Number)
John D. Spears
52 Vanderbilt Avenue
New York, New York 10017
(212) 916-0600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
FEBRUARY 18, 1997
(Date of Event which Required Filing of this Statement)
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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 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.)
* 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 the provisions of the Act (however, see the Notes).
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 758934103 Page of Pages
------ ------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tweedy, Browne Company L.P. ("TBC")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
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
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER. TBC has sole voting power with
respect to 907,630 shares held in certain TBC Accounts
(as hereinafter defined). Additionally, certain of
the general partners of TBC may be deemed to have
NUMBER OF sole power to vote certain shares as more fully set
SHARES forth herein.
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0 shares
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0 shares, except that certain of the general
partners of TBC may be deemed to have sole power
to dispose of certain shares as more fully set
forth herein.
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,001,237 shares held in accounts of TBC
(as hereinafter defined)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,001,237 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.98%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD, IA & PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 OF 7
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 758934103 Page of Pages
------ ------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TBK Partners, L.P. ("TBK")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
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
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER. 35,100 shares, except that the
general partners in TBK, solely by reason of their
NUMBER OF positions as such, may be deemed to have shared
SHARES power to vote these shares.
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0 shares
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
35,100 shares, except that general partners in
TBK, solely by reason of their positions as such,
may be deemed to have shared power to vote these
shares.
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,100 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.21%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 758934103 Page of Pages
------ ------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanderbilt Partners, L.P. ("Vanderbilt")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
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
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER. 10,000 shares, except that the
general partners in Vanderbilt, solely by reason of
NUMBER OF their positions as such, may be deemed to have shared
SHARES power to vote these shares.
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0 shares
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
10,000 shares, except that the general partners
in Vanderbilt, solely by reason of their
positions as such, may be deemed to have shared
power to vote these shares.
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
PRELIMINARY NOTE
The persons filing this Amendment No. 1 are (i) Tweedy, Browne Company
L.P. ("TBC"), a Delaware limited partnership, (ii) TBK Partners, L.P. ("TBK"), a
Delaware limited partnership and (iii) Vanderbilt Partners, L.P. ("Vanderbilt"),
a Delaware limited partnership. This Amendment No. 1 amends a Statement on
Schedule 13D filed by TBC, TBK and Vanderbilt dated August 5, 1996 ( the
"Statement"). The filing of this Amendment No. 1 should not be deemed an
admission that TBC, TBK and Vanderbilt comprise a group within the meaning of
Section 13(d) (3) of the Securities and Exchange Act of 1934, as amended (the
"Act").
This Amendment No. 1 relates to the Common Stock, $.01 par value (the
"Common Stock"), of Regency Health Services Inc. (The "Company"), which, to the
best knowledge of the persons filing this Amendment No. 1, is a company
organized under the laws of Delaware, with its principal executive offices at
2742 Dow Avenue, Tustin, CA 92680.
This Amendment No. 1 contains information regarding shares of Common
Stock that may be deemed to be beneficially owned by TBC. Such shares are held
in the accounts of various customers of TBC, with respect to which it has
obtained sole or shared voting power.
Other than as set forth below, to the best knowledge of TBC, TBK and
Vanderbilt, there has been no material change in the information set forth in
response to Items 1,2,4,6 and 7 of the Statement, as amended.
Accordingly, those Items are omitted from this Amendment No. 1.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, the number of shares with respect to which TBC
may be deemed to be the beneficial owner is 1,001,237 shares of Common Stock
(the "TBC Shares"), all of which shares were purchased in open market
transactions. The aggregate cost of the TBC Shares, including brokerage
commissions, was $10,138,485.
The TBC Shares are held in the TBC Accounts, the funds therefor coming
from the funds on hand in each individual managed account and in certain
instances from standard margin account borrowings from brokerage accounts
maintained at Fleet Clearing Corporation. It is expected that funds used by the
TBC Accounts to purchase additional shares of Common Stock, if additional shares
are purchased by the TBC Accounts (see Item 4 of the Statement), will come from
the funds on hand for each individual managed account, which funds on hand at
any time and from time to time may include, among others, funds borrowed
pursuant to margin accounts maintained at Fleet Clearing Corporation. Borrowings
made by certain TBC Accounts pursuant to such margin accounts are secured by
margin securities owned by the respective accounts, including some of the TBC
Shares. Interest on outstanding borrowings under such margin accounts ranges
from 1/2% to 2% over the brokers' call rate in effect from time to time at
Chemical Bank, New York, New York, depending upon the amount of outstanding
borrowings at any given time.
As of the date hereof, TBK beneficially owns directly 35,100 shares of
Common Stock (the "TBK Shares"), all of which shares were purchased in open
market transactions. The aggregate cost of the TBK Shares, including brokerage
commissions, was $366,413.
It is expected that funds used by TBK to purchase additional shares of
Common Stock, if additional shares are purchased by TBK (see Item 4 of the
Statement), will come from TBK's general funds, which include cash and cash
equivalents on hand and in banks.
<PAGE> 7
TBK's general funds have included, and it is expected that they will
from time to time include, funds borrowed by it pursuant to an understanding
with Chemical Bank. As of the date hereof, TBK has a loan outstanding with
Chemical Bank in the amount of $20,000.00. Borrowings made by TBK pursuant to
that understanding bear interest at the brokers' call rate in effect from time
to time at Chemical Bank. TBK's funds on hand have also included, and it is
expected that they will from time to time include, funds borrowed by it pursuant
to an understanding with The Bank of New York, New York, New York. Pursuant to
that understanding, TBK may borrow funds at the brokers' call rate charged from
time to time by The Bank of New York. As of the date hereof, TBK has a loan
outstanding with The Bank of New York in the amount of $10,000.00. Borrowings
made by TBK pursuant to its understandings with Chemical Bank and The Bank of
New York are secured by securities owned by TBK; such borrowings are not secured
by any TBK Shares. No borrowings from Chemical Bank or The Bank of New York were
made for the purpose of acquiring the TBK Shares. TBK reserves the right to
include all or any of the shares of Common Stock owned by it at any time or from
time to time, among the securities that serve as collateral for such borrowings,
subject to compliance with any applicable statutes and regulations.
As of the date hereof, Vanderbilt beneficially owns directly 10,000
shares of Common Stock (the "Vanderbilt Shares"), all of which shares were
purchased in open market transactions. The aggregate cost of the Vanderbilt
Shares, including brokerage commissions, was $105,732.
It is expected that funds used by Vanderbilt to purchase additional
shares of Common Stock, if additional shares are purchased by Vanderbilt (see
Item 4 of the Statement), will come from Vanderbilt's general funds, which
include cash and cash equivalents on hand and in banks.
Vanderbilt's general funds have included, and it is expected that they
will from time to time include, funds borrowed by it pursuant to an
understanding with Chemical Bank. No borrowings from Chemical Bank were made by
Vanderbilt for the purpose of acquiring the Vanderbilt Shares. Vanderbilt
reserves the right to include all or any of the shares of Common Stock owned by
it at any time or from time to time, among the securities that serve as
collateral for such borrowings, subject to compliance with any applicable
statutes and regulations.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, TBC may be deemed to be the beneficial owner
of an aggregate of 1,001,237 shares of Common Stock, which constitutes
approximately 5.98% of the 16,732,000 shares of Common Stock which TBC believes
to be the total number of shares of Common Stock outstanding. The TBC Shares are
held in the TBC Accounts.
Also included in the TBC shares are 250 shares of Common Stock held in
a TBC Account for a charitable foundation of which Christopher H. Browne is a
trustee. Mr. Browne is a general partner in TBC, TBK and Vanderbilt.
As of the date hereof, TBK beneficially owns directly 35,100 shares of
Common Stock, which constitutes approximately 0.21% of the 16,732,000 shares of
Common Stock which TBK believes to be the total number of shares of Common Stock
outstanding.
As of the date hereof, Vanderbilt beneficially owns directly 10,000
shares of Common Stock, which constitutes approximately 0.06% of the 16,732,000
shares of Common Stock which Vanderbilt believes to be the total number of
shares of Common Stock outstanding.
Each of TBC, TBK and Vanderbilt disclaims that it is the beneficial
owner of any of the shares of Common Stock held in the TBC Accounts. The
aggregate number of shares of Common Stock with respect to which TBC, TBK and
Vanderbilt could be deemed to be the beneficial owner as of the date hereof, is
1,046,337 shares, which constitutes approximately 6.25% of the 16,732,000 shares
of Common Stock, which the filing persons believe to be the total number of
shares of Common Stock outstanding, but nothing contained herein shall be
construed as an admission that TBC is the beneficial owner of any of the TBC
Shares.
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The aggregate number of shares and percentage of Common Stock with
respect to which each of the General Partners may be deemed to be the beneficial
owner by reason of his being a general partner of TBC, TBK and Vanderbilt,
respectively, is 1,046,337 shares, which constitutes approximately 6.25% of the
16,732,000 shares of Common Stock outstanding. The aggregate number of shares
and percentage of Common Stock with respect to which Thomas P. Knapp may be
deemed to be a beneficial owner by reason of his being a general partner of TBK
is 35,100 shares of Common Stock which constitutes approximately 0.21% of the
16,732,000 shares of Common Stock outstanding. However, nothing contained herein
shall be construed as an admission that any of the General Partners or Thomas P.
Knapp is the beneficial owner of any shares of Common Stock, except as set forth
herein as expressly and admittedly being beneficially owned by a particular
General Partner or Thomas P. Knapp.
Each of TBC, TBK and Vanderbilt disclaims beneficial ownership of
Common Stock held by the other. Except as described herein, to the best
knowledge of TBC, TBK and Vanderbilt, no person who may be deemed to comprise a
group with any of TBC, TBK, Vanderbilt, or any other person named in Item 2 of
the Statement, beneficially owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 1,001,237 shares of
Common Stock held by the TBC Accounts and has sole power to dispose or direct
the disposition of all of such shares. Of these shares of Common Stock, TBC has
sole power to vote or to direct the voting of 907,630 shares of Common Stock
held in certain TBC Accounts.
Each of the General Partners of TBC, solely by reason of their
positions as such, may be deemed to have (i) shared power to dispose of or to
direct the disposition of all of the shares of Common Stock held in the TBC
Accounts; and (ii) shared power to vote or direct the vote of 907,630 shares of
Common Stock held in certain TBC Accounts.
TBK has the sole power to vote or direct the voting of and dispose or
direct the disposition of the TBK Shares. Each of the General Partners and
Thomas P. Knapp, solely by reason of their positions as general partners, may be
deemed to have shared power to vote or direct the vote of and to dispose or
direct the disposition of the TBK Shares.
Vanderbilt has the sole power to vote or direct the voting of and
dispose or direct the disposition of the Vanderbilt Shares. Each of the General
Partners of Vanderbilt, solely by reason of their positions as such, may be
deemed to have shared power to vote or direct the vote of and to dispose or
direct the disposition of the Vanderbilt Shares.
(c) No transactions in Common Stock were effected by TBK and Vanderbilt
during the sixty-day period ended as of the date hereof. During the sixty-day
period ended as of the date hereof, TBC has purchased and sold shares of the
Common Stock in open market transactions, as follows:
<TABLE>
<CAPTION>
REPORTING NO. OF SHARES NO. OF SHARES PRICE
PERSON DATE PURCHASED SOLD PER SHARE
<S> <C> <C> <C> <C>
TBC Accounts 12/20/96 100 $10 1/8
12/27/96 1,730 $9 7/8
01/15/97 110 $9 7/8
01/28/97 82,000 $9 3/4
01/31/97 3,075 $9 7/8
02/07/97 3,100 $9 7/8
02/10/97 25,000 $9 3/4
02/11/97 1,000 $9 3/4
02/18/97 1,400 $10
02/18/97 1,065 $10
</TABLE>
<PAGE> 9
(d) To the best knowledge of TBC, each of the persons maintaining an
account with TBC has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common Stock
held in said person's TBC Account.
To the best knowledge of TBK, no person other than TBK has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the TBK Shares, except that the General Partners and Thomas P.
Knapp may be deemed to have such rights and powers solely by reason of being
general partners in TBK.
To the best knowledge of Vanderbilt, no person other than Vanderbilt
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Vanderbilt Shares, except that the General
Partners in Vanderbilt may be deemed to have such rights and powers solely by
reason of being general partners in Vanderbilt.
(e) Not applicable.
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SIGNATURE
Each of Tweedy, Browne Company L.P., TBK Partners, L.P. and Vanderbilt
Partners, L.P., after reasonable inquiry and to the best of its knowledge and
belief, hereby certifies that the information set forth in this Statement is
true, complete and correct.
TWEEDY, BROWNE COMPANY L.P.
By__________________________
Christopher H. Browne
General Partner
TBK PARTNERS, L.P.
By__________________________
Christopher H. Browne
General Partner
VANDERBILT PARTNERS, L.P.
By__________________________
Christopher H. Browne
General Partner
Dated: February 19, 1997
