SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3 TO SCHEDULE 13D
Under the Securities Exchange Act of 1934
HEALTHCARE PROPERTIES, L.P.
(Name of Issuer)
DEPOSITARY UNITS
(Title of Class of Securities)
NONE
(CUSIP Number)
David R. Brickman, Esq.
Capital Realty Group
14160 Dallas Parkway, Suite 300
Dallas, Texas 75240
(214) 770-5600
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
June 1, 1996
(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.)
Page 1 of 11 sequentially numbered pages.
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CUSIP No. NONE 13D Page 2 of 11 Pages
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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 7 SOLE VOTING POWER:
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,107,466
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,107,466
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,107,466
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 26.54%
14 TYPE OF REPORTING PERSON (See instructions): PN
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CUSIP No. NONE 13D Page 3 of 11 Pages
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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 7 SOLE VOTING POWER:
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,107,466
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,107,466
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,107,466
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 26.54%
14 TYPE OF REPORTING PERSON (See instructions): IN
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CUSIP No. NONE 13D Page 4 of 11 Pages
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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 7 SOLE VOTING POWER:
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,107,466
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER: 1,107,466
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 1,107,466
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 26.54%
14 TYPE OF REPORTING PERSON (See instructions): IN
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CUSIP No. NONE 13D Page 5 of 11 Pages
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Item 1. Security and Issuer.
(a) Title of the class of equity securities:
Depositary Units (the "Units")
(b) 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 2. 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.
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.
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CUSIP No. NONE 13D Page 6 of 11 Pages
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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 3. Source and Amount of Funds or Other Considerations.
Senior Housing had previously purchased 390,485 Units of the Issuer for
$390,485. Such purchases were effected with working capital funds internally
generated by Senior Housing. As reported herein, Senior Housing has sold all of
the Units which Senior Housing owned in the Issuer to Senior Living.
Senior Living has purchased 1,107,466 Units of the Issuer for
$2,938.998.84. Such purchases were effected with working capital funds
internally generated by Senior Living.
Item 4. 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 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.
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CUSIP No. NONE 13D Page 7 of 11 Pages
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Item 5. Interest in Securities of the Issuer.
Senior Housing previously owned in its own name and for its own account
and had the power to vote and dispose of 390,485 Units of the Issuer or 9.36% of
the outstanding Units. However, effective May 1, 1996, Senior Housing sold all
390,485 Units which Senior Housing owned in the Issuer to Senior Living for
$1,269,076.30. Senior Housing no longer owns any Units in the Issuer.
Senior Living owns in its own name and for its own account and has the
power to vote and dispose of 1,107,466 Units of the Issuer or 26.54% 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 (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 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 in
privately negotiated transactions the Units indicated at the price and on the
dates shown on Appendix II to Amendment No. 1 to Schedule 13D. Effective May 1,
1996, Senior Housing sold all 390,485 Units which Senior Housing owned in the
Issuer to Senior Living for $1,269,076.30. Senior Housing no longer owns any
Units in the Issuer.
Amendment No. 1 to Schedule 13D dated January 24, 1996 filed by Senior
Housing, Mr. Beck, Mr. Stroud and Senior Living reported purchases by Senior
Living of 294,613 Units in privately negotiated transactions at the prices and
on the dates shown on Appendix III to Amendment No. 1 to Schedule 13D.
Thereafter, Senior Living acquired 77,649 Units at $3.00 per Unit on February 1,
1996 in privately negotiated transactions, which purchases were reported in
Amendment No. 2 to Schedule 13D. Subsequent to Amendment No. 2 to Schedule 13D,
Senior Living has acquired the following number of Units, on the dates and at
the prices indicated below, in privately negotiated transactions which are
reported hereby:
Date Number of Units Purchased Price Per Unit
March 1, 1996 100,298 $3.00
April 1, 1996 107,207 $3.00
316 $3.35
May 1, 1996 390,485* $3.25
66,289 $3.00
1,156 $2.65
June 1, 1996 65,156 $3.00
4,297 $3.07
*Acquired from Senior Housing
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CUSIP No. NONE 13D Page 8 of 11 Pages
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Each of 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 person as contemplated
by Rule 13d-5(b) of the Securities Exchange Act of 1934, as amended.
Item 6. 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 7. Material to Be Filed as Exhibits.
Exhibit A - Joint Filing Agreement
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CUSIP No. NONE 13D Page 9 of 11 Pages
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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: July 31, 1996 CAPITAL REALTY GROUP SENIOR HOUSING, INC.
a Texas corporation
By: /s/ Jeffrey L. Beck
Jeffrey L. Beck, Chief Executive Officer
Date: July 31, 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: July 31, 1996 /s/ Jeffrey L. Beck
--------------------
Jeffrey L. Beck
Date: July 31, 1996 /s/ James A. Stroud
--------------------
James A. Stroud
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CUSIP No. NONE 13D Page 10 of 11 Pages
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APPENDIX I
Executive Officers and Directors of Senior Housing and Retirement
Name and Business or
Residence Address Positions and Principal Operation
- ----------------- -----------------------------------------------
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 11 of 11 Pages
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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: July 31, 1996 CAPITAL REALTY GROUP SENIOR HOUSING, INC.
a Texas corporation
By: /s/ Jeffrey L. Beck
Jeffrey L. Beck, Chief Executive Officer
Date: July 31, 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: July 31, 1996 /s/ Jeffrey L. Beck
--------------------
Jeffrey L. Beck
Date: July 31, 1996 /s/ James A. Stroud
--------------------
James A. Stroud
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