<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 3, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
LIVING CENTERS OF AMERICA, INC.
TO BE RENAMED PARAGON HEALTH NETWORK, INC. UPON CONSUMMATION OF THE
RECAPITALIZATION MERGER DESCRIBED HEREIN
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 8051 74-2012902
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
15415 KATY FREEWAY, SUITE 800
HOUSTON, TEXAS 77094
(281) 578-4600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
SUSAN THOMAS WHITTLE, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
15415 KATY FREEWAY, SUITE 800
HOUSTON, TEXAS 77094
(281) 578-4600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
RICHARD H. MILLER, ESQ. JEFF C. DODD, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
MAYOR, DAY, CALDWELL & KEETON, L.L.P.
191 PEACHTREE STREET N.E. 700 LOUISIANA, SUITE 1900
ATLANTA, GEORGIA 30303 HOUSTON, TEXAS 77002-2778
(404) 572-6600 (713) 225-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective and all other
conditions to the recapitalization of Living Centers of America, Inc. ("LCA")
by the merger of an affiliate of Apollo Management, L.P. ("Apollo Sub") with
and into LCA and the merger of GranCare, Inc. ("GranCare") with a wholly owned
subsidiary of Paragon pursuant to the Merger Agreements described herein have
been satisfied or waived.
If the securities being registered on this form are offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] 333-36525.
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, $.01 par
value....................... 117,300(1) $1,316,106(2) $400
- ------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
(1) Based on the number of additional shares of Paragon Common Stock (defined
hereinafter) over and above those shares registered pursuant to that
certain Securities Act registration statement number 333-36525, to be
issued to the stockholders of GranCare upon consummation of the GranCare
Merger (defined hereafter).
(2) Estimated solely for the purpose of calculating the registration fee
required by Section 6(b) of the Securities Act and computed pursuant to
Rule 457(f) under the Securities Act using the average of the high and low
sales prices of GranCare's common stock on October 30, 1997, as reported on
the New York Stock Exchange (with respect to the additional shares to be
registered hereby).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-4, REGISTRATION
NO. 333-36525
LCA hereby incorporates by reference into this Registration Statement on
Form S-4 in its entirety the Registration Statement on Form S-4 (Registration
No. 333-36525), including each of the documents filed by the Company with the
Commission and incorporated or deemed to be incorporated by reference therein.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Houston, State of Texas,
on the 3rd day of November, 1997.
Living Centers of America, Inc.
/s/ Edward L. Kuntz
By: ___________________________________
Edward L. Kuntz Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Edward L. Kuntz and Susan Thomas Whittle, and
each of them, each with full power to act without such person and in his name,
place and stead, in any and all capacities, to sign any or all further
amendments or supplements (including post-effective amendments) to this Form S-
4 Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or his substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
Signatures Title Date
/s/ Edward L. Kuntz Chief Executive November 3,
- ------------------------------------ Officer, Chairman 1997
Edward L. Kuntz and Director
(Principal
Executive Officer)
/s/ Leroy D. Williams (President, Chief November 3,
- ------------------------------------ Operating Officer 1997
Leroy D. Williams and Director)
/s/ Charles B. Carden Executive Vice November 3,
- ------------------------------------ President and 1997
Charles B. Carden Chief Financial
Officer (Principal
Financial and
Accounting
Officer)
/s/ Donald C. Beaver Vice Chairman and November 3,
- ------------------------------------ Director 1997
Donald C. Beaver
/s/ Roger J. Bulger Director November 3,
- ------------------------------------ 1997
Roger J. Bulger, M.D. FACP
II-1
<PAGE>
Signatures Title Date
/s/ Anthony M. Frank Director November 3,
- ------------------------------------- 1997
Anthony M. Frank
/s/ Eddy J. Rogers, Jr. Director November 3,
- ------------------------------------- 1997
Eddy J. Rogers, Jr.
/s/ Robert H. Hurlbut Director
November 3,
- ------------------------------------- 1997
Robert H. Hurlbut
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S> <C>
Opinion of Mayor, Day, Caldwell & Keeton, L.L.P. regarding
5.1* securities being issued
23.1* Consent of Ernst & Young LLP, independent auditors (Atlanta)
23.2* Consent of Ernst & Young LLP, independent auditors (Houston)
23.3* Consent of KPMG Peat Marwick LLP, independent auditors
24.1 Power of Attorney (included as part of the signature page hereto.)
Consent of Mayor, Day, Caldwell & Keeton, L.L.P. (contained
99.1 in Exhibit 5.1 hereto)
</TABLE>
- --------
*Filed herewith.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF MAYOR, DAY, CALDWELL & KEETON, L.L.P.]
November 3, 1997
Living Centers of America, Inc.
15415 Katy Freeway
Houston, Texas 77094
Ladies and Gentlemen:
We have acted as counsel for Living Centers of America, Inc., a Delaware
corporation (the "Company"), in connection with the registration and proposed
issuance of up to an aggregate of 117,300 shares (the "Shares") of Common
Stock, par value $0.01 per share, of the Company ("Common Stock"), to be
issued as described in the Company's Registration Statement on Form S-4, filed
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended ("Registration Statement"). In such capacity, we have familiarized
ourselves with the Articles of Incorporation, as amended to date, and Bylaws
of the Company, as amended to date, and have examined all statutes and other
records, instruments and documents pertaining to the Company that we have
deemed necessary to examine for the purposes of this opinion.
Based upon our examination as aforesaid, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware; and
2. Upon the issuance of the Shares by the Company in accordance with the
terms of the Merger Agreements (as defined in the Registration
Statement), such Shares will be duly authorized, validly issued, fully
paid and nonassessable shares of Common Stock.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of our name in the Registration Statement at each place in which it appears.
Sincerely,
/s/ Mayor, Day Caldwell & Keeton,
L.L.P.
Mayor, Day, Caldwell & Keeton,
L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 25, 1997 (except for Note 13 as to which
the date is March 6, 1997) with respect to the consolidated financial
statements of GranCare, Inc. included in the Living centers of America, Inc.
Registration Statement on Form S-4 (Registration No. 333-36525) and
incorporated by reference in this Registration Statement.
We also consent to the incorporation by reference herein of our report dated
February 25, 1997 (except for Note 13 as to which the date is March 6, 1997)
with respect to the financial statement schedule of GranCare, Inc. included in
the Living Centers of America, Inc. Registration Statement on Form S-4
(Registration No. 333-36525) and incorporated by reference in this
Registration Statement.
ERNST & YOUNG LLP
Atlanta, Georgia
November 3, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and
"Selected Historical Consolidated Financial Information" in the Registration
Statement (Form S-4) and related Prospectus of Living Centers of America, Inc.
for the registration of 117,300 shares of its common stock and to the
incorporation by reference therein of our report dated November 25, 1996, with
respect to the consolidated financial statements and schedule of Living
Centers of America, Inc. included in its Annual Report (Form 10-K/A) for the
year ended September 30, 1996, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
_____________________________________
ERNST & YOUNG LLP
Houston, Texas
November 3, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS
The Board of Directors
Evergreen Healthcare, Inc.
We consent to incorporation by reference in the registration statement on Form
S-4 of Living Centers of America, Inc. filed with the Securities and Exchange
Commission on November 4, 1997 of our report dated August 17, 1995 relating to
the Evergreen Healthcare, Inc. and subsidiaries consolidated statements of
operations, stockholders' equity and cash flows for the year ended December
31, 1994, which report appears in the Registration Statement on Form S-4 (No.
333-36525) of Living Centers of America, Inc.
Indianapolis, Indiana
November 3, 1997
