SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
HEALTHCARE PROPERTIES, L.P.
(Name of Issuer)
DEPOSITARY UNITS
(Title of Class of Securities)
NONE
(CUSIP Number)
Winston W. Walp II, Esq.
Jenkens & Gilchrist, a Professional Corporation
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202-2799
(214) 855-4500
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
various dates
(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 that is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d--
l(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with this
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 less than five percent
of such class.) (See Rule 13d-7.)
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CUSIP No.
NONE 13D Page 2 of
13 Pages
1 NAME OF REPORTING PERSON: Capital Realty Group Senior
Housing, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Not
given
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
instructions) (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions): WC and AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Texas
NUMBER OF
SHARES
BENEFICIAL
LY OWNED
BY EACH
REPORTING
PERSON
WITH 7 SOLE VOTING POWER:
8 SHARED VOTING POWER: 390,485
9 SOLE DISPOSITIVE POWER:
10 SHARED DISPOSITIVE POWER: 390,485
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 390,485
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See instructions)
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CUSIP No.
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13 Pages
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
9.36%
14 TYPE OF REPORTING PERSON (See instructions): CO
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CUSIP No.
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13 Pages
1 NAME OF REPORTING PERSON: Capital Senior Living
Communities, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Not
given
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
instructions) (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions): 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
NUMBER OF
SHARES
BENEFICIA
LLY OWNED
BY EACH
REPORTING
PERSON
WITH 7 SOLE VOTING POWER:
8 SHARED VOTING POWER: 294,613
9 SOLE DISPOSITIVE POWER:
10 SHARED DISPOSITIVE POWER: 294,613
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 294,613
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See instructions)
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CUSIP No.
NONE 13D Page 5 of
13 Pages
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
7.06%
14 TYPE OF REPORTING PERSON (See instructions): PN
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CUSIP No.
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13 Pages
1 NAME OF REPORTING PERSON: Jeffrey L. Beck
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Not
given
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
instructions) (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions): Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: USA
NUMBER OF
SHARES
BENEFICIA
LLY OWNED
BY EACH
REPORTING
PERSON
WITH 7 SOLE VOTING POWER:
8 SHARED VOTING POWER: 685,098
9 SOLE DISPOSITIVE POWER:
10 SHARED DISPOSITIVE POWER: 685,098
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 685,098
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See instructions)
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CUSIP No.
NONE 13D Page 7 of
13 Pages
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
16.42%
14 TYPE OF REPORTING PERSON (See instructions): IN
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CUSIP No.
NONE 13D Page 8 of
13 Pages
1 NAME OF REPORTING PERSON: James A. Stroud
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Not
given
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
instructions) (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions): Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: USA
NUMBER OF
SHARES
BENEFICIA
LLY OWNED
BY EACH
REPORTING
PERSON
WITH 7 SOLE VOTING POWER:
8 SHARED VOTING POWER: 685,098
9 SOLE DISPOSITIVE POWER:
10 SHARED DISPOSITIVE POWER: 685,098
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 685,098
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See instructions)
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CUSIP No.
NONE 13D Page 9 of
13 Pages
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
16.42%
14 TYPE OF REPORTING PERSON (See instructions): IN
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CUSIP No.
NONE 13D Page 10 of
13 Pages
Item (a) Security and Issuer.
(b) Title of the class of equity securities:
Depositary Units (the "Units")
(c) Name and address of the principal executive office
of the issuer:
Healthcare Properties, L.P. (the "Issuer")
14160 Dallas Parkway, Suite 300
Dallas, Texas 75240
Item (d) Identity and Background.
This statement is filed on behalf of Capital Realty Group
Senior Housing, Inc., a Texas corporation ("Senior Housing"),
Capital Senior Living Communities, L.P., a Delaware limited
partnership ("Senior Living"), Jeffrey L. Beck ("Mr. Beck") and
James A. Stroud ("Mr. Stroud") (Senior Housing, Senior Living,
Mr. Beck and Mr. Stroud are referred to herein collectively as
the "Registrants").
Senior Housing. Senior Housing is the sole general partner
of the Issuer. Senior Housing specializes in the health care
industry as an asset manager and general partner of partnerships
similar to the Issuer.
Senior Living. Senior Living owns and operates properties
primarily in the health care industry. Retirement Living
Communities, L.P. ("RLC"), an Indiana limited partnership, is the
sole general partner of Senior Living. Capital Retirement Group,
Inc., a Texas corporation ("Retirement"), is the sole general
partner of RLC.
Mr. Beck. Mr. Beck is a director and the Chief Executive
Officer and Assistant Secretary of each of Senior Housing and
Retirement and a shareholder or ultimate beneficial owner of both
Senior Housing and Retirement. Mr. Beck also serves as an
executive officer and director of certain affiliates of Senior
Housing and Retirement engaged in the healthcare and real estate
industries. Mr. Beck owns limited partnership interests in
Senior Living and RLC.
Mr. Stroud. Mr. Stroud is a director and the Chief
Operating Officer and Secretary of each of Senior Housing and
Retirement and an ultimate beneficial owner of both Senior
Housing and Retirement. Mr. Stroud also serves as an executive
officer and director of certain affiliates of Senior Housing and
Retirement engaged in the health care and real estate industries.
Mr. Stroud owns limited partnership interests in Senior Living
and RLC.
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CUSIP No.
NONE 13D Page 11 of
13 Pages
Each of Mr. Beck and Mr. Stroud is a citizen of the United
States of America. The business address of each of the
Registrants is 14160 Dallas Parkway, Suite 300, Dallas, Texas
75240.
Information as to the names, residence or business
addresses, present principal occupation or employment, and
citizenship of the executive officers and directors of each of
Senior Housing and Retirement is set forth in Appendix I, which
is incorporated herein by reference.
During the last five years, none of the Registrants and none
of the persons named in Appendix I have been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors and except that Mr. Stroud pleaded guilty to driving
under the influence charges in August 1992, in Dallas County
Criminal Court and in June 1994, in Dallas County District Court,
receiving probation, minor fines and community service, education
and after care obligations) or has been 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.
Item (e) Source and Amount of Funds or Other
Considerations.
Senior Housing has purchased 390,485 Units of the Issuer for
$390,485. Such purchases were effected with working capital
funds internally generated by Senior Housing.
Senior Living has purchased 294,613 Units of the Issuer for
$402,811.75. Such purchases were effected with working capital
funds internally generated by Senior Living.
Item (f) Purpose of Transaction.
The Registrants believe that the Units represent an
attractive investment at the acquisition price paid for such
investment. Consequently, the acquisition by Registrants of the
Units has been made for investment purposes. However, each of
the Registrants will continually evaluate the business, financial
condition, and prospects of the Issuer, the price for Units,
return on its investment, alternative investments, and conditions
in the economy and in the industry in which the Issuer is
engaged, with a view toward determining whether to hold,
decrease, or increase its investment in Units. From time to time
on or after the date of this statement, based upon its
evaluation, the Registrants may sell all or a portion of their
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CUSIP No.
NONE 13D Page 12 of
13 Pages
Units or may purchase additional Units, at varying prices in
privately negotiated transactions and/or in other transactions.
The Registrants have no current definitive plans,
arrangement, or understanding to gain voting control of the
Issuer or to seek to cause the Issuer to be merged, reorganized,
or liquidated, to sell or transfer any assets of the Issuer, to
cause the Issuer to change its current management,
capitalization, distribution policy, business, structure,
partnership agreement or to cause the Units to become eligible
for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended.
Item (g) Interest in Securities of the Issuer.
Senior Housing owns in its own name and for its own account
and has the power to vote and dispose of 390,485 Units of the
Issuer or 9.36% of the outstanding Units. However, because
Mr. Beck and Mr. Stroud are the ultimate beneficial owners and
sole directors of Senior Housing (see Item 2 hereof), Mr. Beck
and Mr. Stroud may be deemed to be beneficial owners of these
Units and to have shared power to vote and dispose of the Units
owned by Senior Housing.
Senior Living owns in its own name and for its own account
and has the power to vote and dispose of 294,613 Units of the
Issuer or 7.06% of the outstanding Units. However, because
Mr. Beck and Mr. Stroud are the ultimate beneficial owners and
sole directors of Retirement, which is the sole general partner
of the sole general partner of Senior Living, Mr. Beck and
Mr. Stroud may be deemed to be beneficial owners of these Units
and to have shared power to vote and dispose of the Units owned
by Senior Living.
The original Schedule 13D dated December 8, 1993 filed by
Senior Housing and Mr. Beck and Mr. Stroud reported purchase by
Senior Housing of 376,869 Units at $1.00 per Unit pursuant to a
tender offer. Subsequently, a purchase of 6,586 Units was
rescinded. Thereafter, Senior Housing acquired the Units
indicated at the price and on the dates shown on Appendix II in
privately negotiated transactions.
Senior Living acquired the Units indicated at the prices and
on the dates shown on Appendix III in privately negotiated
transactions.
Each of Senior Housing, Senior Living, Mr. Beck and Mr.
Stroud disclaims beneficial ownership of the Units owned by the
other. The filing of this statement shall not be construed as an
admission that any of the Registrants is the beneficial owner of
Units with respect to which beneficial ownership is disclaimed.
Each Registrant disclaims the existence of a "group" with any
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CUSIP No.
NONE 13D Page 13 of
13 Pages
person as contemplated by Rule 13d-5(b) of the Securities
Exchange Act of 1934, as amended.
Item (h) Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except as set forth herein, there are no contracts,
arrangements, understandings, agreements or relationships (legal
or otherwise) among the persons named in Item 2 and between such
persons and any person with respect to Units of the Issuer.
Item (i) Material to Be Filed as Exhibits.
Exhibit A - Joint Filing Agreement
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CUSIP No.
NONE 13D Page 14 of
13 Pages
SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Date: January 24, 1996 CAPITAL REALTY GROUP SENIOR
HOUSING, INC.
a Texas corporation
By: /s/ Jeffrey L. Beck
Jeffrey L. Beck, Chief Executive Officer
Date: January 24, 1996 CAPITAL SENIOR LIVING COMMUNITIES, L.P.
a Delaware limited partnership
By: Retirement Living Communities,L.P.,
an Indiana limited partnership
its sole general partner
By: Capital Retirement Group, Inc.,
a Texas corporation,
its sole general partner
By: /s/ Jeffrey L. Beck
Jeffrey L. Beck,
Chief Executive Officer
Date: January 24, 1996 /s/ Jeffrey L. Beck
Jeffrey L. Beck
Date: January 24, 1996 /s/ James A. Stroud
James A. Stroud
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CUSIP No.
NONE 13D Page 15 of
13 Pages
APPENDIX I
Executive Officers and Directors of Senior Housing and Retirement
Name and
Business or
Residence
Address Positions and Principal Occupation
Jeffrey L. Beck Director, Chief Executive Officer and
Assistant Secretary of Senior Housing
and Retirement
James A. Stroud Director, Chief Operating Officer and
Secretary of Senior Housing and
Retirement
Keith N.
Johannessen President of Senior Housing and
Retirement
Fred W. Tanner Executive Vice President of Senior
Housing and Retirement
David R.
Brickman Vice President of Senior Housing and
Retirement
Rob L.
Goodpaster National Director of Marketing of Senior
Housing and Retirement
Robert F.
Hollister Controller of Senior Housing and
Retirement
Each of the persons listed above is a citizen of the United
States and, unless otherwise noted, has a business address of
14160 Dallas Parkway, Suite 300, Dallas, Texas 75240.
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CUSIP No.
NONE 13D Page 16 of
13 Pages
<TABLE>
APPENDIX II
Additional Unit Purchases by Senior Housing
<CAPTION>
Number of
Units Date
Purchased Purchase
Price per
Unit
<C> <C> <C>
5,000 12/21/93 $1.00
500 02/01/94 $1.00
6,406 05/01/94 $1.00
1,000 08/01/94 $1.00
6,596 09/01/94 $1.00
700 10/01/94 $1.00
</TABLE>
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CUSIP No.
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<TABLE>
APPENDIX III
Additional Unit Purchases by Senior Living
Number of
Units Date
Purchased Purchase
Price per
Unit
<C> <C> <C>
7,658 02/28/95 $1.25
11,730 03/01/95 $1.25
3,666 03/30/95 $1.25
500 03/31/95 $1.00
512 03/31/95 $1.25
8,373 04/01/95 $1.25
26,038 04/06/95 $1.25
1,089 04/15/95 $1.25
1,645 04/22/95 $1.25
14,745 05/01/95 $1.25
1,600 05/10/95 $1.25
15,295 06/01/95 $1.25
1,026 06/01/95 $1.00
40,136 07/01/95 $1.25
48,297 10/01/95 $1.25
77,376 01/01/96 $1.25
34,927 01/01/96 $2.25
</TABLE>
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CUSIP No.
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EXHIBIT A
Joint Filing Agreement
In accordance with Rule 13d-1(f) promulgated under the
Securities Exchange Act of 1934, as amended, the persons named
below agree to the joint filing on behalf of each of them of a
statement on Schedule 13D (including amendments thereto) with
respect to the depositary units of Healthcare Properties, L.P.,
and further agree that this Joint Filing Agreement be included as
an exhibit to such joint filing. Each party to this Joint Filing
Agreement expressly authorizes each other party to file on its
behalf any and all amendments to such statement.
Date: January 24, 1996 CAPITAL REALTY GROUP SENIOR
HOUSING, INC.
a Texas corporation
By: /s/ Jeffrey L. Beck
Jeffrey L. Beck, Chief Executive
Officer
Date: January 24, 1996 CAPITAL SENIOR LIVING COMMUNITIES,
L.P.
a Delaware limited partnership
By: Retirement Living Communities, L.P.,
an Indiana limited partnership
its sole general partner
By: Capital Retirement Group, Inc.,
a Texas corporation,
its sole general partner
By: /s/ Jeffrey L. Beck
Jeffrey L. Beck,
Chief Executive Officer
Date: January 24, 1996 /s/ Jeffrey L. Beck
Jeffrey L. Beck
Date: January 24, 1996 /s/ James A. Stroud
James A. Stroud
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