<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(Amendment No. 7-Final Amendment)
Tender Offer Statement
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(Amendment No. 7-Final Amendment)
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.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[_]
(b)[_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF and BK
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
5 2(e) OR 2(f) [_]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [_]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
100%
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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
1,000
- -------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [_]
- -------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
100%
- -------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
HC
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</TABLE>
Page 3 of 6 Pages
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Amendment No. 7 (Final Amendment) to the Tender Offer Statement on Schedule
14D-1 (the "Statement") and Amendment No. 7 (Final Amendment) 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of the Statement is hereby amended by adding thereto the following:
At 12:00 midnight, Eastern Daylight Time, on Tuesday, October 7, 1997, the
Offer expired. Based on a preliminary count, 15,736,828 Shares were tendered
pursuant to the Offer, of which 693,312 Shares were tendered pursuant to
notices of guaranteed delivery. Such Shares (including Shares tendered pursuant
to notices of guaranteed delivery) constituted approximately 98.7% of the
Shares. On October 8, 1997, effective as of 12:01 a.m., all Shares validly
tendered and not withdrawn prior to the expiration of the Offer were accepted
for payment. Subsequently, also on October 8, 1997 (the "Effective Time"), the
Merger was consummated. Pursuant to the Merger, Purchaser was merged with an
into the Company and Parent became the owner of all of the shares of the
Company's common stock outstanding after the Effective Time (consisting of 1,000
shares). Each Share issued and outstanding immediately prior to the Effective
Time (other than Shares held in the treasury of the Company, or owned by
Purchaser, Parent or any direct or indirect subsidiary of Parent or Purchaser,
all of which were cancelled without any payment, and any Shares that were held
by stockholders who properly demand in writing appraisal for such Shares in
accordance with Delaware Law) were cancelled and converted automatically into
the right to receive $22.00 per Share in cash, without interest. A copy of a
press release announcing the expiration of the Offer and the acceptance of
validly tendered Shares is attached hereto as Exhibit (a)(13) and is
incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Statement is hereby amended by adding thereto the
following:
On October 8, 1997, Parent issued a press release announcing that, at
12:00 midnight, Eastern Daylight Time, on October 7, 1997, the Debt Tender Offer
expired. Purchaser has assigned to the Company all of Purchaser's right and
obligation to make the Consent Payments and to purchase the Securities tendered
pursuant to the Debt Tender Offer and Consent Solicitation. Based on a
preliminary count, approximately 99.9% and 100% of the aggregate outstanding
principal amount (excluding any Securities owned by the Company or any affiliate
of the Company, but including the receipt of notices of guaranteed delivery) of
the Senior Securities and the Junior Securities, respectively, were tendered
pursuant to the Debt Tender Offer. On October 8, 1997, effective as of 12:01
a.m., all Securities validly tendered and not withdrawn prior to the expiration
of the Debt Tender Offer and all Consents validly delivered and not withdrawn
prior to the Consent Date, were accepted for payment by the Company. The full
text of the press release is set forth in Exhibit (a)(13) 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)(13) Press Release issued by Sun Healthcare Group, Inc. on
October 8, 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.
October 8, 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)(13) Press Release issued by Sun Healthcare Group, Inc. on October
8, 1997.
Page 6 of 6 Pages
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Exhibit: (a)(13)
SUN HEALTHCARE GROUP COMPLETES ACQUISITION OF
REGENCY HEALTH SERVICES, INC.
$1.2 Billion Bank Credit Facility Also Established
Albuquerque, N.M., Oct. 8, 1997--Sun Healthcare Group, Inc. (NYSE:SHG) announced
today it has completed the acquisition of Regency Health Services, Inc. (NYSE:
RHS) for approximately $367 million in cash. The total value of the transaction,
including debt, is approximately $625 million.
In a separate announcement the company also said that it has
successfully expanded its existing bank credit facility, led by NationsBank of
Texas, N.A., to $1.2 billion. The expanded credit facility is being used to
provide partial financing for the Regency acquisition, to satisfy outstanding
credit obligations and to provide for the company's ongoing capital needs.
Additional funding for the Regency acquisition was obtained through a
sale-leaseback transaction involving 31 Regency facilities for approximately $94
million in cash.
The completion of the Regency acquisition adds 110 long-term care
facilities to Sun's U.S. operations. Sun now operates a total of 446 long-term
care facilities with 43,551 beds in the United States, the United Kingdom and
Spain. The Regency merger also expands Sun's rehabilitation therapy and pharmacy
operations.
Sun's tender offer to purchase all of the outstanding shares of common
stock of Regency Health Services, Inc. expired as scheduled at 12 midnight,
eastern daylight time, on Oct. 7, 1997. Based on preliminary count, a total of
15,736,828 shares were tendered (including 693,312 shares subject to notices of
guaranteed delivery) and accepted for payment at a price of $22 per share,
representing approximately 98.7 percent of the outstanding shares of common
stock of Regency. Pursuant to a merger of a subsidiary of Sun into Regency that
was completed today, shares of Regency which were not tendered, and for which
appraisal rights are not properly demanded, will be canceled and converted
automatically into the right to receive $22 per share in cash.
Sun also announced that it had accepted for payment approximately $160
million principal amount of Regency's subordinated debt, and related consents to
amend the indentures pursuant to which the subordinated debt was issued.
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 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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