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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(Amendment No. 1)
Tender Offer Statement
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(Amendment No. 1)
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
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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
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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)
- -------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON*
CO
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PAGE 2 OF 6 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:
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
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PAGE 3 OF 6 PAGES
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Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1 (the
"Statement") and Amendment No. 1 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:
Purchaser has commenced an offer to purchase for cash all of Regency
Health Services, Inc.'s outstanding (i) $110 million principal amount of 9-
7/8% Senior Subordinated Notes due 2002 (the "Senior Notes") and (ii) $50
million principal amount of 12-1/4% Subordinated Notes due 2003 (the
"Junior Notes" and, together with the Senior Notes, the "Securities"), and
a solicitation for consents to amend the indentures pursuant to which the
Securities were issued (collectively, the "Debt Tender Offer and Consent
Solicitation").
A press release issued by Parent on August 21, 1997 relating to the
Debt Tender Offer and Consent Solicitation is hereby filed as Exhibit
(a)(9) to the Statement 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)(9) Press Release issued by Sun Healthcare Group, Inc.
on August 21, 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.
August 21, 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)(9) Press Release issued by Sun Healthcare Group, Inc. on
August 21, 1997.
PAGE 6 OF 6 PAGES
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Exhibit (a)(9)
Contact: Warren McInteer
505-821-3355
SUN HEALTHCARE GROUP, INC. COMMENCES CASH TENDER OFFER FOR
REGENCY HEALTH SERVICES SUBORDINATED NOTES
Albuquerque, N.M., Aug. 21, 1997 -- Sun Healthcare Group, Inc. (NYSE:SHG) has
announced that Sunreg Acquisition Corp., a wholly owned subsidiary of Sun
Healthcare Group, has commenced an offer to purchase for cash all of Regency
Health Services, Inc.'s outstanding (i) $110 million principal amount of 9-7/8%
Senior Subordinated Notes due 2002 (the "Senior Notes") and (ii) $50 million
principal amount of 12-1/4% Subordinated Notes due 2003 (the "Junior Notes")
and, together with the Senior Notes, the "Securities"), and a solicitation for
consents to amend the indentures pursuant to which the Securities were issued.
Subject to the terms and conditions set forth in the Offer to Purchase
and Consent Solicitation Statement and the Consent and Letter of Transmittal,
the total amount payable by Sunreg for Senior Notes or Junior Notes validly
tendered and consents properly delivered will be equal to an amount calculated
in a manner intended to result in a yield to October 15, 1999 or July 15, 2000,
the respective first redemption dates for the Securities, equal to the sum of
the comparable treasury yield and 75 and 100 basis points, respectively, plus
accrued interest.
The Offer and Consent Solicitation are 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 pending offer to purchase all outstanding shares
of common stock of Regency.
The close of business on August 15, 1997 has been established as the
record date for the Offer and Consent Solicitation. The Offer and Consent
Solicitation will expire at 12 midnight, Eastern Standard Time, on September 15,
1997, unless such date is extended by Sunreg. Tenders may not be withdrawn and
consents may not be revoked subsequent to the later of the receipt of the
requisite consents and 5 p.m., Eastern Standard Time, on August 29, 1997, unless
such date is extended. The comparable treasury yields for the Senior Notes and
the Junior Notes will be the
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yield on the 7-1/2% U.S. Treasury Note due October 1999, and the yield on the
6-1/8% U.S. Treasury Note due July 2000, respectively, each at 2 p.m., Eastern
Standard Time, on August 29, 1997, unless such date is extended.
Holders of Securities may participate in the Offer only through the
completion of a Consent and Letter of Transmittal. Copies of the Consent and
Letter of Transmittal may be obtained from Innisfree M&A Incorporated and Morrow
& Co., Inc., the Information Agents, at 800-566-9061.
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.
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