<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(Amendment No. 2)
Tender Offer Statement
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(Amendment No. 2)
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 7 Pages
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CUSIP NO. 758934-10-3
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<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)[_]
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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
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,074,913
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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)
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10 TYPE OF REPORTING PERSON*
CO
</TABLE>
PAGE 2 OF 7 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 7 PAGES
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Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1 (the
"Statement") and Amendment No. 2 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(b) is hereby amended and supplemented by adding thereto the
following:
Parent had previously been advised that West Virginia's Health Care
Cost Recovery Authority (the "Authority") recently concluded that a stock
transfer which does not change the provider or have any effect on the
administrators, key management staff or licensure status of the facilities
located in West Virginia is reviewable under West Virginia's Certificate of
Need ("CON") law but that no substantive review is required if appropriate
financial information is submitted with respect to the acquiring entity.
Parent has subsequently learned that the Authority has decided to no longer
take this position with respect to the foregoing and substantive CON review
may be required in West Virginia.
Item 10(f) is hereby amended and supplemented by adding thereto the
following:
As of August 21, 1997, Parent and Retirement Care amended their merger
agreement to, among other things, provide for an exchange ratio of 0.52
shares of Parent common stock for each share of Retirement Care common
stock.
On August 27, 1997, Parent issued a press release announcing that it
had extended the period during which the Offer will remain open. The Offer
will now expire at 12:00 midnight, Eastern Standard Time, on Tuesday,
October 7, 1997, unless further extended in the manner described in the
related Offer to Purchase. In the same press release, Parent also announced
that in connection with the extension of the Offer it had extended the
Price Determination Date, the Consent Date and the Expiration Date for the
Debt Tender Offer and Consent Solicitation. The new Price Determination
Date is 2:00 p.m., Eastern Standard Time, on Wednesday, September 23, 1997,
the new Consent Date is 5:00 p.m., Eastern Standard Time, on Wednesday,
September 23, 1997, and the new Expiration
Page 4 of 7 Pages
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Date is 12:00 midnight, Eastern Standard Time, on Tuesday, October 7, 1997,
in each case unless further extended in the manner described in the related
Offer to Purchase and Consent Solicitation Statement. Parent also announced
that no record date will be set with respect to the Debt Tender Offer and
Consent Solicitation. The full text of the press release is set forth in
Exhibit (a)(10) and is incorporated herein by reference.
Notwithstanding any other term of the Offer or the Merger Agreement,
Purchaser shall not be required to accept payment or, subject to the
aforesaid, to pay for any shares of Common Stock not theretofore accepted
for payment or paid for, and (subject to certain provisions of the Merger
Agreement) may terminate the Offer if, at any time on or after the date of
the Merger Agreement and before the Expiration Date, there exists any of
the conditions set forth in subparagraphs (a) through (h) of the Offer to
Purchase.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding the following exhibit:
(a)(10) Press Release issued by Sun Healthcare Group, Inc. on August
27, 1997.
Page 5 of 7 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.
August 28, 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 6 of 7 Pages
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EXHIBIT INDEX
Exhibit
No. Item
--- ----
(a)(10) Press Release issued by Sun Healthcare Group, Inc. on August
27, 1997.
Page 7 of 7 Pages
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EXHIBIT (a)(10)
Contact: Marjorie Goldstein (investors)
Phyllis Goodman (media)
505-821-3355
SUN HEALTHCARE GROUP EXTENDS REGENCY HEALTH SERVICES TENDER OFFER
Related Debt Tender Offer and Consent Solicitation Also Extended
Albuquerque, N.M., Aug. 27, 1997 -- Sun Healthcare Group, Inc. (NYSE:SHG) has
announced that Sunreg Acquisition Corp., a wholly owned subsidiary of Sun
Healthcare Group, Inc., has extended its cash tender offer (the "Equity Offer")
to purchase all outstanding shares of common stock of Regency Health Services,
Inc. at $22 per share, in order to allow additional time to obtain required
state regulatory approvals for the transfer of nursing home licenses. The Equity
Offer will now expire at 12 midnight, Eastern Standard Time, on Tuesday, Oct.
7, 1997, unless further extended in the manner described in the related Offer to
Purchase.
Sun has been informed by the Depositary that approximately 233,959
Regency shares had been tendered as of 5 p.m., Eastern Standard Time, on Aug.
26, 1997.
The Equity Offer remains conditioned upon, among other things (i) the
valid tender of at least a majority of the shares outstanding on a fully diluted
basis and (ii) the satisfaction or waiver by Sunreg of all of the conditions
with respect to the Debt Tender Offer and Consent Solicitation.
Sun also announced today that in connection with the extension of the
Equity Offer it has extended the Price Determination Date, the Consent Date and
the Expiration Date with respect to 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.
The new Price Determination Date is 2 p.m., Eastern Standard Time, on
September 23, 1997; the new Consent Date is 5 p.m., Eastern Standard Time, on
September 23, 1997; and the new Expiration Date is 12 midnight, on October 7,
1997, in each case, unless extended in the manner described in the related Offer
to Purchase and Consent Solicitation Statement.
Sun also announced that no record date will be set with respect to the
Debt Tender Offer and Consent Solicitation.
Sun has been informed by the Depositary that as of 12 noon, Eastern
Standard Time, on Aug. 27, 1997, approximately 12.9% of the outstanding
principal amount of the Senior Securities had been tendered and related consents
delivered, and none of the outstanding principal amount of the Junior Securities
had been tendered and related consents delivered.
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 the Equity Offer.
Headquartered in Albuquerque, N.M., Sun 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 December 31, 1996.
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