<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(Amendment No. 5)
Tender Offer Statement
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(Amendment No. 5)
Under the Securities Exchange Act of 1934
REGENCY HEALTH SERVICES, INC.
(Name of Subject Company)
SUNREG ACQUISITION CORP.
SUN HEALTHCARE GROUP, INC.
(Bidders)
Common Stock, $.01 par value
(Title of Class of Securities)
758934-10-3
(CUSIP Number of Class of Securities)
Robert Murphy, Esq.
Sun Healthcare Group, Inc.
101 Sun Lane NE
Albuquerque, New Mexico 87109
Telephone: (505) 821-3355
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copy to:
Michael Kennedy, Esq.
Steve Camahort, Esq.
Brobeck, Phleger & Harrison LLP
One Market - Spear Street Tower
San Francisco, California 94105
Telephone: (415) 442-0900
Page 1 of 6 Pages
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CUSIP NO. 758934-10-3
<TABLE>
<C> <S>
NAME OF REPORTING PERSONS:
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
Sunreg Acquisition Corp.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[_]
(b)[_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF and BK
- -------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
5 2(e) OR 2(f) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,074,913
- -------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [_]
- -------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
25.6% (based on 15,935,300 shares outstanding)
- -------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
</TABLE>
Page 2 OF 6 Pages
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CUSIP NO. 758934-10-3
<TABLE>
<C> <S>
NAME OF REPORTING PERSONS:
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
Sun Healthcare Group, Inc.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[_]
(b)[_]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF and BK
- -------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
5 2(e) OR 2(f) [_]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,074,913
- -------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [_]
- -------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
25.6% (based on 15,935,300 shares outstanding)
- -------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
HC
</TABLE>
Page 3 OF 6 Pages
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Amendment No. 5 to the Tender Offer Statement on Schedule 14D-1 (the
"Statement") and Amendment No. 5 to Schedule 13D relating to the offer by Sunreg
Acquisition Corp., a corporation organized and existing under the laws of the
State of Delaware ("Purchaser") and a wholly owned subsidiary of Sun Healthcare
Group, Inc., a Delaware corporation ("Parent"), to purchase all outstanding
shares of Common Stock, par value $.01 per share (the "Shares"), of Regency
Health Services, Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Company"), at a price of $22.00 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
Purchaser's Offer to Purchase dated August 1, 1997 (the "Offer to Purchase") and
in the related Letter of Transmittal (which together constitute the "Offer"),
copies of which were attached to the Statement as Exhibits (a)(1) and (a)(2),
respectively.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by adding thereto the
following:
On September 23, 1997, Parent issued a press release announcing that
it had extended the Consent Date for the Debt Tender Offer and Consent
Solicitation. The new Consent Date is 5 p.m., Eastern Standard Time, on
Friday, September 26, 1997 unless further extended in the manner described
in the related Offer to Purchase and Consent Solicitation Statement. Parent
also announced that the total amount payable for the Senior Securities and
the Junior Securities is $1,105.16 per $1,000 principal amount and
$1,191.37 per $1,000 principal amount, respectively, plus, in each case,
accrued interest. The full text of the press release is set forth in
Exhibit (a)(11) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding the following exhibit:
(a)(11) Press Release issued by Sun Healthcare Group, Inc. on
September 23, 1997.
Page 4 of 6 Pages
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SIGNATURE
After due 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.
September 24, 1997 SUNREG ACQUISITION CORP.
By: /s/ Robert D. Woltil
-----------------------
Name: Robert D. Woltil
Title: Vice President
SUN HEALTHCARE GROUP, INC.
By: /s/ Robert D. Woltil
-----------------------
Name: Robert D. Woltil
Title: Senior Vice President for
Financial Services & Chief
Financial Officer
Page 5 of 6 Pages
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EXHIBIT INDEX
Exhibit
No. Item
--- ----
(a)(11) Press Release issued by Sun Healthcare Group, Inc. on September
23, 1997.
Page 6 of 6 Pages
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EXHIBIT (a)(11)
Contact: Marjorie Goldstein (investors)
Phyllis Goodman (media)
505-821-3355
SUN HEALTHCARE GROUP EXTENDS CONSENT DATE FOR REGENCY HEALTH SERVICES
DEBT TENDER OFFER AND CONSENT SOLICITATION
Albuquerque, N.M., Sept. 23, 1997 -- Sun Healthcare Group, Inc. (NYSE:SHG) has
announced that Sunreg Acquisition Corp., a wholly owned subsidiary of Sun
Healthcare Group, Inc., has amended its offer to purchase for cash (the "Debt
Tender Offer and Consent Solicitation") all of Regency's outstanding (i) $110
million principal amount of 9-7/8% Senior Subordinated Notes due 2002 (the
"Senior Securities") and (ii) $50 million principal amount of 12-1/4%
Subordinated Notes due 2003 (the "Junior Securities," and, together with the
Senior Securities, the "Securities"), and its solicitation for consents to amend
the indentures pursuant to which the Securities were issued.
As amended today, (i) the Consent Date for each issue of Securities
has been extended to 5 p.m., Eastern Standard Time, on Sept. 26, 1997, unless
extended and (ii) the total amount payable for the Senior Securities and the
Junior Securities is $1,105.16 per $1,000 principal amount and $1,191.37 per
$1,000 principal amount, respectively, plus, in each case, accrued interest. The
total amount payable by Sun for the Securities was calculated so as to result in
a yield to (A) in the case of the Senior Securities, Oct. 15, 1999, the earliest
redemption date for the Senior Securities, equal to the sum of (1) the yield on
the 7-1/2% United States Treasury Note due October 1999 as displayed by the
Bloomberg Government Pricing Monitor on page "PX5" (the "Reference Source") at 2
p.m., Eastern Standard Time, on Sept. 23, 1997, which at such time was 110.516%,
and (2) 75 basis points and (B) in the case of the Junior Securities, July 15,
2000, the earliest redemption date for the Junior Securities, equal to the sum
of (1) the yield on the 6-1/8% United States Treasury Note due July 2000 as
displayed by the Reference Source at 2 p.m., Eastern Standard Time, on Sept. 23,
1997, which at such time was 119.137%, and (2) 75 basis points. The Consent
Payment for each issue of Securities remains unchanged at $17.50 per $1,000
principal amount of Securities.
For each issue of Securities, the Debt Tender Offer and Consent
Solicitation remain conditioned upon, among other things, (i) the valid tender
of at least a majority of the aggregate outstanding principal amount of each
issue of Securities, (ii) the receipt of consents from the holders of at least a
majority of the aggregate outstanding principal amount of each issue of
Securities (excluding any Securities owned by Regency or any affiliate of
Regency) to eliminate substantially all of the restrictive covenants and delete
or amend certain events of default and related provisions of the indentures and
(iii) the satisfaction or waiver by Sunreg of all of the conditions with respect
to its cash tender offer to purchase all Outstanding Shares of Common Stock of
Regency at $22 per Share.
The Debt Tender Offer and Consent Solicitation will expire at 12
midnight, Eastern Standard Time, on Oct. 7, 1997, unless extended. Holders of
Securities may participate in the Debt Tender Offer and Consent Solicitation
only through the completion of a Consent and Letter of Transmittal, copies of
which may be obtained from Morrow & Co., Inc. or Innisfree M&A Incorporated, the
Information Agents, at (800)866-9061.
Headquartered in Albuquerque, N.M., Sun Healthcare Group, Inc. is a
diversified international long-term care provider. Sun companies operate
long-term care facilities and pharmacy services across the United States and in
the United Kingdom. Sun subsidiaries also provide therapy services in the United
States, fulfill the medical supply needs of nursing homes, and offer a
comprehensive array of ancillary services for the healthcare industry.
Except for historical information, all other matters in this press
release are forward-looking statements that involve risks and uncertainties
including, but not limited to, those detailed from time to time in the company's
SEC filings, which include Sun's annual report on Form 10-K for the fiscal year
ended Dec. 31, 1996.
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