<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
REGENCY HEALTH SERVICES, INC.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
758934-103
(CUSIP Number)
David A. Persing
885 Third Avenue
New York, NY 10022
(212) 888-5500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices & Communications)
March 10, 1997
(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 which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box. [ ]
1<PAGE>
SCHEDULE 13D
CUSIP No. 758934-103
1. NAME OF REPORTING PERSON Energy Management Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Not furnished
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS 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 Colorado
__________________
| 7. SOLE VOTING POWER 1,120,011
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER --
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 1,120,011
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER --
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,120,011
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) 6.7%
14. TYPE OF REPORTING PERSON CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2<PAGE>
SCHEDULE 13D
CUSIP No. 758934-103
1. NAME OF REPORTING PERSON The Durian Trust
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Not furnished
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
__________________
| 7. SOLE VOTING POWER 222,204
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER --
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 222,204
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER --
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 222,204
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) 1.3%
14. TYPE OF REPORTING PERSON OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3<PAGE>
SCHEDULE 13D
CUSIP No. 758934-103
1. NAME OF REPORTING PERSON SEGA ASSOCIATES, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Not furnished
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS 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 New Jersey
__________________
| 7. SOLE VOTING POWER 45,564
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER --
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 45,564
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER --
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
45,564
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)
Less than 1%
14. TYPE OF REPORTING PERSON LP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4<PAGE>
SCHEDULE 13D
CUSIP No. 758934-103
1. NAME OF REPORTING PERSON Smith Management Company
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Not furnished
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS 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
__________________
| 7. SOLE VOTING POWER 2,261,082
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER --
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 2,261,082
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER --
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 2,261,082
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) 13.5%
14. TYPE OF REPORTING PERSON CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5<PAGE>
SCHEDULE 13D
CUSIP No. 758934-103
1. NAME OF REPORTING PERSON Randall D. Smith
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Not furnished
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION United States
__________________
| 7. SOLE VOTING POWER 4,006,520
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER --
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 4,006,520
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER --
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 4,006,520
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) 23.9%
14. TYPE OF REPORTING PERSON IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6<PAGE>
SCHEDULE 13D
CUSIP No. 758934-103
1. NAME OF REPORTING PERSON John W. Adams
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Not furnished
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION United States
__________________
| 7. SOLE VOTING POWER 81,564
NUMBER OF | (including options to acquire 12,000 shares)
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER --
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 81,564
PERSON | (including options to acquire 12,000 shares)
WITH |
__________________| 10. SHARED DISPOSITIVE POWER --
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 81,564
(including options to acquire 12,000 shares)
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) Less than 1%
14. TYPE OF REPORTING PERSON IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7<PAGE>
SCHEDULE 13D
CUSIP No. 758934-103
1. NAME OF REPORTING PERSON PENGO SECURITIES CORP.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Not furnished
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS 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 New York
__________________
| 7. SOLE VOTING POWER 1,286,993
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER --
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 1,286,993
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER --
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,286,993
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) 7.7%
14. TYPE OF REPORTING PERSON CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
8<PAGE>
This Amendment No. 5 amends the Schedule 13D filed on April14, 1994, as
amended by Amendment No. 1 to Schedule 13D filed on April 28, 1994, Amendment
No. 2 to Schedule 13D filed on July 20, 1994, Amendment No. 3 to Schedule 13D
filed on April 3, 1995 and Amendment No. 4 to Schedule 13D dated October 25,
1995.
Item 5 is hereby amended and restated as follows:
Item 5. Interest in Securities of the Issuer.
Group members actually own and beneficially own the following securities:
ACTUAL OWNERSHIP OF COMMON STOCK
Smith Management Company 1,141,071
Randall D. Smith 236,241(1)
John W. Adams 36,000
EMC 1,120,011
SEGA 45,564
Durian 222,204
Pengo 1,286,993
_________
TOTAL 4,088,084
=========
_______________________
(1) Includes shares held as custodian or trustee for the benefit of family
members.
BENEFICIAL OWNERSHIP OF COMMON STOCK
Smith Management Company 2,261,082(1)
Randall D. Smith 4,006,520(2)
John W. Adams 81,564(3)
EMC 1,120,011
SEGA 45,564
Durian 222,204
Pengo 1,286,993
The Group 4,088,084
_______________________
(1) Includes EMC.
(2) Includes Smith Management Company, EMC, Durian and Pengo.
(3) Includes SEGA.
9<PAGE>
Each of the above persons or entities may be regarded as possessing the
sole power to vote or direct the vote of or the sole power to dispose or direct
the disposition of the indicated shares.
There have been no transactions by Group members in the Issuer's
securities within the last sixty (60) days except for the purchase by Pengo of
478,593 shares in a private transaction on March 10, 1997 at a price of $10.00
per share.
10<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, correct and complete.
SMITH MANAGEMENT COMPANY
Dated: March 17, 1997 By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Senior Vice President
SEGA ASSOCIATES, L.P.
Dated: March 17, 1997 By: JOHN W. ADAMS
________________________________
Name: John W. Adams
Title: General Partner
ENERGY MANAGEMENT CORPORATION
Dated: March 17, 1997 By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Senior Vice President
THE DURIAN TRUST
Dated: March 17, 1997 By: JEFFREY A. SMITH
________________________________
Name: Jeffrey A. Smith
Title: Trustee
PENGO SECURITIES CORP.
Dated: March 17, 1997 By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Senior Vice President
RANDALL D. SMITH
Dated: March 17, 1997 _______________________________
Randall D. Smith
JOHN W. ADAMS
Dated: March 17, 1997 ________________________________
John W. Adams
11
