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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No. 1)
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REGENCY HEALTH SERVICES, INC.
(Name of Subject Company)
REGENCY HEALTH SERVICES, INC.
(Name of Person(s) Filing Statement)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
758934-103
(CUSIP Number of Class Securities)
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David A. Grant, Esq.
Senior Vice President and General Counsel
Regency Health Services, Inc.
2742 Dow Avenue
Tustin, California 92780
(714) 544-4443
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
with a copy to:
Judith R. Thoyer, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
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This is Amendment No. 1 ("Amendment No. 1") to the original
statement on Schedule 14D-9 filed by Regency Health Services, Inc. (the
"Company"), dated August 1, 1997 (the "Schedule 14D-9"). This Amendment No. 1
amends Items 8 and 9 of the Schedule 14D-9.
Item 8. Additional Information to be Furnished.
Item 8 is amended as follows:
On August 22, 1997, the Company mailed to holders of its 9-7/8% Senior
Subordinated Notes due 2003 and its 12-1/4% Subordinated Notes due 2003, a
letter disclosing its position with respect to the tender offers commenced for
such securities by Offeror in connection with the Offer. A copy of such letter
is filed as Exhibit 5 hereto and is incorporated herein by reference in its
entirety.
Item 9. Material to be Filed as Exhibits.
Item 9 is amended by adding the following:
Exhibit 5 Letter from the Company to the holders of its 9-7/8% Senior
Subordinated Notes due 2003 and 12-1/4% Subordinated Notes due
2003, dated August 22, 1997*
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*Not included in copies mailed to stockholders.
SIGNATURE
After reasonable 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.
By: /s/ David A. Grant
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Name: David A. Grant
Title: Senior Vice President and
General Counsel
Dated: August 22, 1997
EXHIBIT 5
[LETTERHEAD OF REGENCY HEALTH SERVICES, INC.]
August 22, 1997
To the holders of:
Regency Health Services, Inc. 9-7/8% Senior Subordinated
Notes due 2003 (the "Senior Notes")
and
Regency Health Services, Inc. 12-1/4% Subordinated
Notes due 2003 (the "Junior Notes" and, together with the Senior Notes, the
"Securities")
Ladies and Gentlemen:
Sunreg Acquisition Corp. (the "Purchaser"), a wholly owned
subsidiary of Sun Healthcare Group, Inc. ("Sun"), has commenced an offer to
purchase for cash all of the outstanding Senior Notes and all of the outstanding
Junior Notes (the "Offers") pursuant to that certain Offer to Purchase and
Consent Solicitation Statement, dated August 18, 1997, and Consent and Letter of
Transmittal (collectively, the "Tender Offer Documents"). The Tender Offer
Documents were mailed to each of you on August 18, 1997, and we direct you to
the Tender Offer Documents for a complete description of the terms and
conditions of the Offers and consent solicitations. The Offers are being made in
connection with an Agreement and Plan of Merger, dated as of July 26, 1997, by
and among Regency Health Services, Inc. (the "Company"), Sun and the Purchaser.
Rule 14e-2 promulgated pursuant to the Securities Exchange Act of
1934, as amended, requires the Company to publish, send or give to the holders
of the Securities a statement disclosing that it either (i) recommends
acceptance or rejection of the Offers, (ii) expresses no opinion and is
remaining neutral toward the Offers or (iii) is unable to take a position with
respect to the Offers, and including the reasons for the position disclosed. The
Board of Directors of the Company is not making any recommendation to the
holders of the Securities as to whether to tender or refrain from tendering all
or any portion of such holder's Securities. The Company believes that it is not
appropriate to make a recommendation to the holders of the Securities as to
whether to accept the Offers because the terms and conditions of the Offers were
established by Sun without consultation or negotiation with the Company, and the
Company has neither evaluated the Offers itself nor engaged financial or legal
advisors to independently evaluate the terms and conditions thereof. Each holder
of Securities must make such holder's own decision whether to tender such
holder's Securities or furnish or withhold the requested consent and, in either
case, the amount of Securities to tender or with respect to which consents are
furnished. Holders of Securities are urged to carefully review all of the
information contained or incorporated by reference in the Tender Offer
Documents.
Sincerely,
REGENCY HEALTH SERVICES, INC.
By: /s/ David A. Grant
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David A. Grant
Senior Vice President and General Counsel
