<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 33-65948
ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION
(Exact name of Registrant as specified in its charter)
(See table of Co-Registrants)
MISSOURI 43-1623171
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11701 BORMAN DRIVE, SUITE 315
ST. LOUIS, MISSOURI 63146
(Address of principal executive offices) (Zip Code)
Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
Registrant was required to file such reports), (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
INDICATE THE NUMBER OF SHARES OF STOCK OF EACH OF THE ISSUER'S CLASSES
OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE: N/A
CERTAIN INFORMATION CALLED FOR ON ITEM 6 OF PART II OF THIS FORM 10-Q
IS INCORPORATED BY REFERENCE TO REGISTRANTS' REGISTRATION STATEMENT (NO.
33-65948) DATED JULY 13, 1993 WHICH WAS DECLARED EFFECTIVE OCTOBER 14, 1993,
REGISTRANTS' FORM 10-Q FILED NOVEMBER 29, 1993, REGISTRANTS' FORM 10-Q FILED
FEBRUARY 11, 1994, REGISTRANTS' FORM 10-K FILED SEPTEMBER 28, 1994,
REGISTRANTS' FORM 10-Q FILED FEBRUARY 14, 1995, REGISTRANTS' FORM 10-Q FILED
MAY 15, 1995, REGISTRANTS' FORM 10-Q FILED FEBRUARY 13, 1996, REGISTRANTS'
FORM 10-Q FILED MAY 14, 1996 AND REGISTRANTS' FORM 10-K FILED SEPTEMBER 26,
1996.
Index to Exhibits is on Page 31.
<PAGE> 2
CO-REGISTRANTS
Rosewood Care Center, Inc. of Swansea
Rosewood Care Center, Inc. of Galesburg
Rosewood Care Center, Inc. of East Peoria
Rosewood Care Center, Inc. of Peoria
Rosewood Care Center, Inc. of Alton
Rosewood Care Center, Inc. of Moline
Swansea Real Estate, Inc.
Galesburg Real Estate, Inc.
East Peoria Real Estate, Inc.
Peoria Real Estate, Inc.
Alton Real Estate, Inc.
Moline Real Estate, Inc.
(Exact names of Co-Registrants as specified in their charters)
No separate periodic or annual reports are filed for each of the
co-registrants and no separate financial statements are included for each of
the co-registrants because the co-registrants are effectively jointly and
severally liable with respect to the Notes and because such separate
periodic or annual reports and such separate financial statements are not
deemed material to investors.
2
<PAGE> 3
ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION
<TABLE>
INDEX
<CAPTION>
PART I FINANCIAL INFORMATION Page
- ----------------------------- ----
<S> <C>
Item 1. Financial Statements 4
Rosewood Care Centers Capital Funding Corporation:
Balance Sheet 4
Statement of Operations 5
Statement of Cash Flows 6
Notes to Financial Statement 7
Rosewood Care Center Obligated Companies:
Rosewood Care Center, Inc. of Swansea
Rosewood Care Center, Inc. of Galesburg
Rosewood Care Center, Inc. of East Peoria
Rosewood Care Center, Inc. of Peoria
Rosewood Care Center, Inc. of Alton
Rosewood Care Center, Inc. of Moline
Swansea Real Estate, Inc.
Galesburg Real Estate, Inc.
East Peoria Real Estate, Inc.
Peoria Real Estate, Inc.
Alton Real Estate, Inc.
Moline Real Estate, Inc.
Combined Balance Sheet 8
Combined Statement of Operations 10
Combined Statement of Cash Flows 11
Notes to Combined Financial Statements 12
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 14
PART II OTHER INFORMATION
- --------------------------
Item 1. Legal Proceedings 17
Item 2. Changes in Securities 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURES 18
- ----------
INDEX TO EXHIBITS 31
- -----------------
</TABLE>
3
<PAGE> 4
PART I FINANCIAL INFORMATION
---------------------
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION
BALANCE SHEET
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<CAPTION>
June 30, Sept. 30,
ASSETS 1996 1996
------ -------- ---------
<S> <C> <C>
Cash $ 262 $ 262
Mortgage notes receivable, Rosewood Companies 29,280 29,026
-------- --------
$ 29,542 $ 29,288
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
First mortgage redeemable bonds $ 29,363 $ 29,111
Accrued interest 178 176
Stockholders' equity:
Common stock, $1 par value
Authorized - 30,000 shares
Issued and outstanding - 500 shares,
at issue price 1 1
Retained earnings - -
-------- --------
$ 29,542 $ 29,288
======== ========
The accompanying notes are an integral part of this financial statement.
</TABLE>
4
<PAGE> 5
<TABLE>
ROSEWOOD CARE CENTER CAPITAL FUNDING CORPORATION
STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<CAPTION>
Three Months
Ended
September 30,
----------------------------------
1995 1996
-------- --------
<S> <C> <C>
Interest Income $ 560 $ 529
Interest expense $ 560 $ 529
-------- --------
Net Income $ 0 $ 0
======== ========
The accompanying notes are an integral part of this financial statement.
</TABLE>
5
<PAGE> 6
<TABLE>
ROSEWOOD CARE CENTER CAPITAL FUNDING CORPORATION
STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<CAPTION>
Three Months
Ended
September 30,
----------------------------
1995 1996
---- ----
<S> <C> <C>
Cash flow from operating activities:
Net income $ 0 $ 0
Increase (decrease) in accrued interest (2) (2)
-------- --------
Net cash provided by operating activities (2) (2)
-------- --------
Cash flow from investing activities:
Collections on notes receivable 223 254
-------- --------
Net cash used by investing activities 223 254
-------- --------
Cash flow from financing operations:
Reduction of redeemable bonds (221) (252)
-------- --------
Net cash provided by financing (221) (252)
-------- --------
Net increase (decrease) in cash 0 0
Cash, beginning 262 262
-------- --------
Cash, ending 262 262
======== ========
Cash paid for interest $ 560 $ 529
======== =======
The accompanying notes are an integral part of this financial statement.
</TABLE>
6
<PAGE> 7
ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. Interim Financial Statements
----------------------------
In the opinion of the Company, these unaudited financial statements include
all adjustments necessary for a fair presentation of its financial position
as of June 30, 1996 and September 30, 1996 and the results of its
operations and its cash flows for the three month period ended September
30, 1995 and 1996. Such adjustments were of a normal recurring nature.
The results of operations for the three months ended September 30, 1995
and 1996 are not necessarily indicative of the results for the full year.
It is suggested that these financial statements be read in conjunction
with the financial statements, accounting policies and financial notes
thereto included in the Form 10K Annual Report (No. 33-65948), which has
previously been filed with the Commission.
2. Issuance of Bonds
-----------------
On October 21, 1993, the Company issued $33,000,000 of its 7-1/4% First
Mortgage Redeemable Bonds due November 1, 2013.
Of the ending cash balance, $ 260,000 represents the note receivable
payment on the 25th of the month which is held in the Bond Payment Fund -
Principal and Interest accounts until it is disbursed to the Bond Holders
on the 1st of the following month.
7
<PAGE> 8
<TABLE>
ROSEWOOD CARE CENTER
FACILITY COMPANIES AND REAL ESTATE COMPANIES
COMBINED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<CAPTION>
June 30, Sept. 30,
ASSETS 1996 1996
------ -------- ---------
<S> <C> <C>
Current assets:
Cash $ 2,237 $ 1,091
Accounts receivable - residents, net of allowance
for doubtful accounts of $206 and $206,
respectively 1,257 1,684
Accounts receivable - third party payor 3,001 3,511
Interest receivable 326 166
Prepaid insurance and other prepaids 74 81
Deferred income tax benefits 65 65
-------- --------
Total current assets 6,960 6,598
-------- --------
Property, plant and equipment:
Land 943 943
Site improvements 2,101 2,101
Building 17,830 17,830
Equipment 3,636 3,646
Leasehold improvements 272 290
-------- --------
24,782 24,810
Less accumulated depreciation 6,435 6,669
-------- --------
18,347 18,141
-------- --------
Other assets:
Notes receivable from Rosewood Care Center
Holding Company 8,056 8,440
Amortizable Costs, Net 1,094 1,062
-------- --------
9,150 9,502
-------- --------
$ 34,457 $ 34,241
======== ========
The accompanying notes are an integral part of these financial statements.
</TABLE>
8
<PAGE> 9
<TABLE>
ROSEWOOD CARE CENTER
FACILITY COMPANIES AND REAL ESTATE COMPANIES
COMBINED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<CAPTION>
June 30, Sept. 30,
LIABILITIES AND STOCKHOLDERS' EQUITY 1996 1996
------------------------------------ -------- ---------
<S> <C> <C>
Current liabilities:
Current portion of long-term debt $ 1,792 $ 1,825
Accounts payable - trade 1,136 729
Accrued expenses:
Salaries and payroll taxes 438 635
Vacation and employee fringes 124 106
Real estate taxes 480 366
Management fees - affiliate 464 526
Income taxes 88 118
Dividends payable 614 840
-------- --------
Total current liabilities 5,136 5,145
-------- --------
Long-term debt:
Notes payable - Rosewood Care Center
Capital Funding Corporation 29,279 29,026
-------- --------
29,279 29,026
Less current maturities 1,792 1,825
-------- --------
27,487 27,201
-------- --------
Stockholders' equity:
Common stock 65 65
Paid-in capital 481 481
Retained earnings 1,288 1,349
-------- --------
1,834 1,895
-------- --------
$ 34,457 $ 34,241
======== ========
The accompanying notes are an integral part of these financial statements.
</TABLE>
9
<PAGE> 10
<TABLE>
ROSEWOOD CARE CENTER
FACILITY COMPANIES AND REAL ESTATE COMPANIES
COMBINED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<CAPTION>
Three Month
Ended
September 30,
-------------------------------
1995 1996
------- -------
<S> <C> <C>
Patient service revenue:
Private $ 4,186 $ 4,561
Medicare 2,348 2,477
Medicaid 362 328
Other patient revenues, net of expenses 20 15
------- -------
6,916 7,381
------- -------
Operating expenses:
Facility expenses:
Administrative expense 193 211
Employee fringe benefits 453 454
Dietary 444 464
Nursing 1,596 1,728
Ancillary Services 1,022 1,251
Plant utilities and maintenance 288 319
Housekeeping and laundry 200 228
Social Services and activities 132 153
------- -------
4,328 4,808
------- -------
Income after facility expenses 2,588 2,573
------- -------
Nonfacility expenses:
Real estate taxes and insurance 136 145
Base management fees 198 198
Illinois Medicaid assessments 99 99
Depreciation and amortization 262 266
------- -------
695 708
------- -------
Income before incentives 1,893 1,865
Incentive management fees (548) (526)
Officers' bonuses - -
------- -------
Income from operations 1,345 1,339
------- -------
Other income (expense):
Interest income 220 188
Interest expense (560) (529)
------- -------
(340) (341)
------- -------
Income before income taxes 1,005 998
Income tax expense (102) (97)
------- -------
Net income 903 901
Retained earnings, beginning 1,032 1,288
Dividends declared (682) (840)
------- -------
Retained earnings, ending $ 1,253 $ 1,349
======= =======
The accompanying notes are an integral part of these financial statements.
</TABLE>
10
<PAGE> 11
<TABLE>
ROSEWOOD CARE CENTER
FACILITY COMPANIES AND REAL ESTATE COMPANIES
COMBINED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<CAPTION>
Three Months
Ended
September 30,
-------------------------------
Cash flow from operating activities: 1995 1996
------- -------
<S> <C> <C>
Net income $ 903 $ 901
Adjustments:
Depreciation 229 233
Amortization 33 32
Decrease (increase) in:
Accounts receivable - residents (177) (428)
Accounts receivable - third party payors 520 (510)
Other receivables and prepaids 127 154
Increase (decrease) in:
Accounts payable - trade 21 (407)
Accrued salaries, taxes and fringes 150 180
Accrued real estate taxes (215) (114)
Accrued management fees 11 62
Other payables and accruals (47) 30
------- -------
Net cash provided by operating activities 1,555 133
------- -------
Cash flow from investing activities:
Purchase of property and equipment (13) (27)
Loans and deposits with affiliate (641) (385)
------- -------
Net cash (used) by investing activities (654) (412)
------- -------
Cash flow from financing activities:
Reduction of long-term debt (223) (253)
Dividends paid (703) (614)
------- -------
Net cash (used) by financing activities (926) (867)
------- -------
Net increase (decrease) in cash (25) (1,146)
Cash, beginning 2,522 2,237
------- -------
Cash, ending $ 2,497 $ 1,091
======= =======
Cash paid for:
Interest $ 560 $ 529
======= =======
Income taxes $ 170 $ 88
======= =======
The accompanying notes are an integral part of these financial statements.
</TABLE>
11
<PAGE> 12
ROSEWOOD CARE CENTER
FACILITY COMPANIES AND REAL ESTATE COMPANIES
NOTES TO COMBINED FINANCIAL STATEMENTS
1. Interim Financial Statements
----------------------------
In the opinion of the Companies, these unaudited combined financial
statements include all adjustments necessary for a fair presentation of
their financial position as of June 30, 1996 and September 30, 1996 and the
results of their operations and their cash flows for the three month
periods ended September 30, 1995 and 1996. Such adjustments were of a
normal recurring nature.
The results of operations for the three month periods ended September 30,
1995 and 1996 are not necessarily indicative of the results for the full
years.
It is suggested that these financial statements be read in conjunction with
the financial statements, accounting policies and financial notes thereto
included in the Form 10K Annual Report (No. 33-65948), which has previously
been filed with the Commission.
2. Litigation
----------
The Companies, from time to time, are involved in litigation in the
ordinary course of business including disputes involving management
contracts, patient services, employment services, employment claims and
construction matters. The Companies are also involved in routine
administrative and judicial proceedings regarding permits and expenses. The
Companies are not a party to any lawsuit or proceeding which, in the
opinion of management, is individually or in the aggregate, likely to have
a material adverse effect on the combined financial position or results of
operations of the Companies.
3. Refinancing of Long-Term Debt
-----------------------------
On October 21, 1993, the Companies refinanced their long-term debt with
Rosewood Care Centers Capital Funding Corporation, which issued $33,000,000
of its 7-1/4% First Mortgage Redeemable Bonds due November 1, 2013.
Remaining loan proceeds were loaned to Rosewood Care Center Holding Company
under unsecured promissory notes bearing interest at 7-1/4% per annum and
having maturities from October to December 1999.
12
<PAGE> 13
ROSEWOOD CARE CENTER
FACILITY COMPANIES AND REAL ESTATE COMPANIES
NOTES TO COMBINED FINANCIAL STATEMENTS
3. Refinancing of Long-Term Debt (Continued)
-----------------------------------------
Loan costs of $609,000 and underwriter's discount of $841,500 are being
amortized over the term of the long-term debt, on the interest method.
4. Dividends
---------
Dividends in the amount of $ 840.00 were declared during the three months
ended September 30, 1996.
13
<PAGE> 14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED WITH
THREE MONTHS ENDED SEPTEMBER 30, 1995
ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION
The Corporation is a pass through entity. Interest income and expenses
offset, resulting in no income or loss.
THE COMBINED FACILITY COMPANIES AND REAL ESTATE COMPANIES
Overview
--------
The Companies have continued their marketing emphasis on short-term
convalescent care while continuing to provide long-term care. The number of
short-term care patients and demand for ancillary rehabilitative and therapy
services has continued to increase. Revenues and expenses associated with
rehabilitative and therapy services have continued to increase through
September 30, 1996.
The Medicare program and various forms of private payment are principal
payors for short-term nursing home care and rehabilitative services. All
six of the facilities participate in the federally administered Medicare
program. All six of the facilities also participate in the Medicaid program
for a distinct number of beds in each facility.
Operating Results
-----------------
Net revenues have increased to $7,381,000 for the three months ended
September 30, 1996 from $6,916,000 for the three months ended September 30,
1995, an increase of $465,000 or 6.7%. Private revenues have increased
$375,000 from $4,186,000 for the three months ended September 30, 1995 to
$4,561,000 for the three months ended September 30, 1996. Revenue generated
from ancillary services increased $58,000 while revenue from room charges
increased $317,000 when compared to the same period last year. The average
room rates for the current period aggregated $107 per patient day compared
to $98 per patient day for the same period last year. Private census has
increased from 41,559 patient days for 1995 to 42,484 patient days for the
current period ended September 30, 1996.
Net revenues for Medicare has increased from $2,348,000 for the three
months ended September 30, 1995 to $2,477,000 for the three months ended
September 30, 1996 an increase of $129,000 or 5.5%. The Medicare census has
increased to 10,333 from 10,103 compared to the same period last year. The
Medicare reimbursement rate has increased approximately $8 per day which is
the result of an increase in ancillary services provided to Medicare
qualified residents.
Medicaid revenue has decreased from $362,000 to $328,000 when compared
to the same period last year. The decrease is the result of a decrease in
census from 5,698 patient days for the three months ended September 30, 1995
to 5,070 patient days for the three months ended September 30, 1996.
14
<PAGE> 15
The occupancy of the facilities continues to remain strong with a 91.0%
occupancy rate for the current three month period compared to 89.5% for the
same period last year.
Facility operating expenses increased to $4,808,000 (or $83.06 per
patient day) for the current three month period ended September 30, 1996,
from $4,328,000 (or $75.45 per patient day) for the three months ended
September 30, 1995.
Administrative expenses have increased $18,000 when compared to the same
period last year. The majority of the increase can be accounted for by the
increase in new employee training cost and the increase in the cost of
continuing education of employees reimbursed by the company for eligible
employees.
The cost of employee fringe benefits is basically unchanged when
compared to the same period last year.
Dietary expenses have increased approximately $20,000 when compared to
the same period last year. Wages have increased approximately $14,000 while
the balance of the increase can be accounted for by the increase in raw food
costs.
Nursing costs have increased from $1,596,000 for the three months ended
September 30, 1995 to $1,728,000 for the three months ended September 30,
1996, an increase of $132,000 or 8.3%. Labor costs have increased $108,000
when compared to the same period last year with the balance of the increase
accounted for by the increase in the cost of medical supplies.
Ancillary services costs have increased from $1,022,000 for the three
months ended September 30, 1995 to $1,251,000 for the three months ended
September 30, 1996 an increase of $229,000 or 22.9%.
Plant utilities and maintenance have increased $31,000 from $288,000 for
the three months ended September 30, 1995 to $319,000 for the three month
period ended September 30, 1996. The majority of the increase can be
accounted for by an increase of $8,000 in the cost of utilities with the
balance accounted for by repairs to the heat pump system and water heaters
at three of the facilities.
Housekeeping and laundry have increased $28,000 when compared to the
same three month period last year. Labor costs have increased $12,000 while
the balance of the increase can be accounted for by the increase in the cost
of supplies for both departments.
Social Services and Activities have increased $21,000 when compared to
the same period last year. The increase can be accounted for by the
increase in staffing for the departments.
Interest income has decreased $32,000 when compared to the same period
last year as a result of the decrease in the notes receivable outstanding
during the three month period from the affiliated company, Rosewood Care
Center Holding Co.
Interest expense decreased $31,000 when compared to the same period last
year. The decrease is the result of the decrease in the long term debt of
the facility from $29,279,000 to $29,026,000 as of September 30, 1996.
15
<PAGE> 16
The Facility Companies file a consolidated income tax return with their
parent company, Rosewood Care Center Holding Co. The income of the Real
Estate Companies is taxed at the individual shareholder level, as each real
estate company is an S corporation. The amount reflected as income taxes is
the facility companies' portion of federal and state taxes calculated for
the three months ended September 30, 1996 and 1995 on an annualized basis.
Liquidity and Capital Resources
-------------------------------
As of September 30, 1996, the Companies had approximately $1,091,000 in
cash and cash equivalents and net working capital of approximately
$1,453,000. There was a net decrease in cash of $1,146,000 since June 30,
1996. For the three months ended September 30, 1996, net cash provided by
operations was $133,000. Net cash used in investing activities was
$412,000, of which $385,000 was loaned to Rosewood Care Center Holding Co.
and $27,000 was used by the Companies for the purchase of personal property
and equipment. Net cash used in financing activities aggregated $867,000,
of which $253,000 was used to retire debt and $614,000 was used for the
payment of dividends. The Companies believe they have adequate capital for
operations and replacements for the coming year and the foreseeable future.
Accounts receivable from private paying patients increased to $1,684,000
as of September 30, 1996 compared to $1,257,000 as of June 30, 1996. These
accounts receivable increased significantly due to delayed billing and
collection procedures at three (3) of the facilities. Accounts receivable
from the third party payors increased to $3,511,000 as of September 30, 1996
compared to $3,001,000 as of June 30, 1996. $2,086,000 of this amount is
due from Medicare for unsettled cost reports through September 30, 1996
which are subject to audit. $435,000 of this amount was received subsequent
to September 30, 1996 as an interim settlement until the audits are
completed by the intermediary. With the Medicare program facing intense
scrutiny and significant cutbacks, the companies have experienced closer
review of the Medicare cost reports and delays with regard to payment of
claims. An additional effect of Medicare's delay has been the delay of
co-payment amounts received from private payors. Management does not
anticipate any cash flow shortages during the next year, despite the
increase in the amounts due from Medicare, unless Medicare administration
and payment terms significantly further deteriorate.
16
<PAGE> 17
PART II OTHER INFORMATION
- --------------------------
ITEM 1. LEGAL PROCEEDINGS.
There were no material developments with respect to legal proceedings
during the quarter ended September 30, 1996.
ITEM 2. CHANGES IN SECURITIES.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
During the period ending September 30, 1996, ground was broken for the
construction of the 60 bed expansion wing at Rosewood Care Center of Alton.
There are certain restrictions on the construction of the expansion which
are contained in the Loan Agreement and the Trust Indenture. In accordance
with those restrictions, the construction is being executed by Alton Real
Estate II, L.L.C., a separate entity from Alton Real Estate, Inc. which owns
the existing nursing home. At September 30, 1996, the grading and foundation
work were substantially completed.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) See Index to Exhibits on Page 31.
(b) Reports on Form 8-K.
None.
17
<PAGE> 18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ROSEWOOD CARE CENTERS CAPITAL
FUNDING CORPORATION, Registrant
Dated: November 13, 1996 By: /s/ Larry D. Vander Maten
------------------------------------------
Larry D. Vander Maten
President and Director
(Principal Executive Officer and Principal
Financial and Accounting Officer)
18
<PAGE> 19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ROSEWOOD CARE CENTER, INC. OF
SWANSEA, Registrant
Dated: November 13, 1996 By: /s/ Larry D. Vander Maten
------------------------------------------
Larry D. Vander Maten
President and Director
(Principal Executive Officer and Principal
Financial and Accounting Officer)
19
<PAGE> 20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ROSEWOOD CARE CENTER, INC. OF
GALESBURG, Registrant
Dated: November 13, 1996 By: /s/ Larry D. Vander Maten
------------------------------------------
Larry D. Vander Maten
President and Director
(Principal Executive Officer and Principal
Financial and Accounting Officer)
20
<PAGE> 21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ROSEWOOD CARE CENTER, INC. OF
PEORIA, Registrant
Dated: November 13, 1996 By: /s/ Larry D. Vander Maten
------------------------------------------
Larry D. Vander Maten
President and Director
(Principal Executive Officer and Principal
Financial and Accounting Officer)
21
<PAGE> 22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ROSEWOOD CARE CENTER, INC. OF
EAST PEORIA, Registrant
Dated: November 13, 1996 By: /s/ Larry D. Vander Maten
------------------------------------------
Larry D. Vander Maten
President and Director
(Principal Executive Officer and Principal
Financial and Accounting Officer)
22
<PAGE> 23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ROSEWOOD CARE CENTER, INC. OF
ALTON, Registrant
Dated: November 13, 1996 By: /s/ Larry D. Vander Maten
------------------------------------------
Larry D. Vander Maten
President and Director
(Principal Executive Officer and Principal
Financial and Accounting Officer)
23
<PAGE> 24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ROSEWOOD CARE CENTER, INC. OF
MOLINE, Registrant
Dated: November 13, 1996 By: /s/ Larry D. Vander Maten
------------------------------------------
Larry D. Vander Maten
President and Director
(Principal Executive Officer and Principal
Financial and Accounting Officer)
24
<PAGE> 25
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SWANSEA REAL ESTATE, INC., Registrant
Dated: November 13, 1996 By: /s/ Larry D. Vander Maten
------------------------------------------
Larry D. Vander Maten
President and Director
(Principal Executive Officer and Principal
Financial and Accounting Officer)
25
<PAGE> 26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
GALESBURG REAL ESTATE, INC., Registrant
Dated: November 13, 1996 By: /s/ Larry D. Vander Maten
------------------------------------------
Larry D. Vander Maten
President and Director
(Principal Executive Officer and Principal
Financial and Accounting Officer)
26
<PAGE> 27
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
PEORIA REAL ESTATE, INC., Registrant
Dated: November 13, 1996 By: /s/ Larry D. Vander Maten
------------------------------------------
Larry D. Vander Maten
President and Director
(Principal Executive Officer and Principal
Financial and Accounting Officer)
27
<PAGE> 28
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
EAST PEORIA REAL ESTATE, INC., Registrant
Dated: November 13, 1996 By: /s/ Larry D. Vander Maten
------------------------------------------
Larry D. Vander Maten
President and Director
(Principal Executive Officer and Principal
Financial and Accounting Officer)
28
<PAGE> 29
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ALTON REAL ESTATE, INC., Registrant
Dated: November 13, 1996 By: /s/ Larry D. Vander Maten
------------------------------------------
Larry D. Vander Maten
President and Director
(Principal Executive Officer and Principal
Financial and Accounting Officer)
29
<PAGE> 30
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
MOLINE REAL ESTATE, INC., Registrant
Dated: November 13, 1996 By: /s/ Larry D. Vander Maten
------------------------------------------
Larry D. Vander Maten
President and Director
(Principal Executive Officer and Principal
Financial and Accounting Officer)
30
<PAGE> 31
ROSEWOOD CARE CENTERS CAPITAL FUNDING CORPORATION
EXHIBIT INDEX
These Exhibits are numbered in accordance with the Exhibit Table of Item 601
of Regulation S-K
<TABLE>
<CAPTION>
Exhibit
- -------
Number Description
- ----- -----------
<C> <S>
4.1 Reference is made to Article III of the Articles of Incorporation of
Rosewood Care Centers Capital Funding Corporation filed on September
28, 1994 as Exhibit 3.1 (and referenced in Exhibit 4.1) of the Form
10-K.
4.2 Reference is made to the Trust Indenture filed on November 29, 1993 as
Exhibit 4.2 of the Form 10-Q of Registrants.
4.3 Reference is made to the Bond filed on November 29, 1993 as Exhibit 4.3
of the Form 10-Q of Registrants.
4.4 Reference is made to the Loan Guaranty Agreement between Rosewood Care
Centers Capital Funding Corporation and Rosewood Care Center, Inc. of
Alton and the additional Loan Guaranty Agreements listed on the
Schedule filed on November 29, 1993 as Exhibit 4.4 of the Form 10-Q
of Registrants.
4.5 Reference is made to the Note executed by Alton Real Estate, Inc. and
the additional Notes listed on the Schedule filed on November 29,
1993 as Exhibit 4.5 of the Form 10-Q of Registrants.
10.1 Reference is made to the Trust Indenture filed on November 29, 1993 as
Exhibit 4.2 of the Form 10-Q of Registrants.
10.2 Reference is made to the Collateral Pledge and Security Agreement
between Rosewood Care Centers Capital Funding Corporation and Alton
Real Estate, Inc. and the additional Collateral Pledge and Security
Agreements listed on the Schedule filed on November 29, 1993 as
Exhibit 10.2 of the Form 10-Q of Registrants.
10.3 Reference is made to the Mortgage Between Alton Real Estate, Inc. and
Rosewood Care Centers Capital Funding Corporation and the additional
Mortgages listed on the Schedule filed on November 29, 1993 as
Exhibit 10.3 of the Form 10-Q of Registrants.
10.4 Reference is made to the Security Agreement between Rosewood Care
Centers Capital Funding Corporation and Rosewood Care Center, Inc.
of Alton and the additional Security Agreements listed on the
Schedule filed on November 29, 1993 as Exhibit 10.4 of the Form 10-Q
of Registrants.
10.5 Reference is made to the Assignment of Rents and Leases between Rosewood
Care Centers Capital Funding Corporation and Alton Real Estate, Inc.
and the additional Assignments of Rents and Leases listed on the
Schedule filed on November 29, 1993 as Exhibit 10.5 of the Form 10-Q
of Registrants.
31
<PAGE> 32
10.6 Reference is made to the Subordination and Attornment Agreement between
Rosewood Care Centers Capital Funding Corporation and Alton Real
Estate, Inc. and the additional Subordination and Attornment
Agreements listed on the Schedule filed on November 29, 1993 as
Exhibit 10.6 of the Form 10-Q of Registrants.
10.7 Reference is made to the Acknowledgment and Consent between Rosewood
Care Centers Capital Funding Corporation and Hovan Enterprises, Inc.
filed on November 29, 1993 as Exhibit 10.7 of the Form 10-Q of
Registrants.
10.8 Reference is made to the Administrative Services Agreement between
Hovan Enterprises, Inc. and Alton Real Estate, Inc. and the additional
Administrative Services Agreements listed on the Schedule filed on
November 29, 1993 as Exhibit 10.8 of the Form 10-Q of Registrants.
10.9 Reference is made to the Revised and Restated Management Agreement
between Rosewood Care Center, Inc. of Alton and Hovan Enterprises,
Inc. and the additional Revised and Restated Management Agreements
listed on the Schedule filed on November 29, 1993 as Exhibit 10.9
of the Form 10-Q of Registrants.
10.10 Reference is made to the Lease between Alton Real Estate, Inc. and
Rosewood Care Center, Inc. of Alton and the additional Leases listed
on the Schedule filed on November 29, 1993 as Exhibit 10.10 of the
Form 10-Q of Registrants.
10.11 Reference is made to the Assignment of Management Agreement between
Rosewood Care Center, Inc. of Alton and Mercantile Bank and the
additional Assignments of Management Agreement listed on the
Schedule filed on November 29, 1993 as Exhibit 10.11 of the Form
10-Q of Registrants.
10.12 Reference is made to the Contract between Resident and Facility filed
on July 13, 1993 as Exhibit 10.12 of the Registration Statement
of Registrants (No. 33-65948) declared effective October 14,
1993.
10.13 Reference is made to the Loan Agreement among Rosewood Care Centers
Capital Funding Corporation and Alton Real Estate, Inc., Swansea
Real Estate, Inc., Peoria Real Estate, Inc., East Peoria Real
Estate, Inc., Moline Real Estate, Inc., and Galesburg Real Estate,
Inc. filed on November 29, 1993 as Exhibit 10.13 of the Form 10-Q of
Registrants.
10.14 Reference is made to the Loan Guaranty Agreement filed on November 29,
1993 as Exhibit 4.4 of the Form 10-Q of Registrants.
10.15 Reference is made to the Letter of Credit issued by Sun Bank, National
Association to Mercantile Bank of St. Louis N.A. as Trustee under the
Trust Indenture on December 6, 1993 and substituted for the cash in
the Debt Service Reserve Fund on December 9, 1993, filed on February
11, 1994 as Exhibit 10.15 on the Form 10-Q of the Registrants.
32
<PAGE> 33
10.16 Reference is made to the renewal of the Letter of Credit filed on
February 11, 1994 as Exhibit 10.15 on the Form 10-Q of the
Registrants, which renewal was filed on February 14, 1995 as Exhibit
10.16 of the Form 10-Q of the Registrants.
10.17 Reference is made to the renewal of the Letter of Credit filed on
February 11, 1994 as Exhibit 10.15 on the Form 10-Q of the
Registrants, which renewal was filed on February 13, 1996 as Exhibit
10.17 of the Form 10-Q of the Registrants.
10.18 Renewal of the Letter of Credit.
27.1 Financial Data Schedule of Rosewood Care Center Capital Funding Corporation
27.2 Financial Data Schedule of Rosewood Care Center of Galesburg
27.3 Financial Data Schedule of Rosewood Care Center of Swansea
27.4 Financial Data Schedule of Rosewood Care Center of East Peoria
27.5 Financial Data Schedule of Rosewood Care Center of Peoria
27.6 Financial Data Schedule of Rosewood Care Center of Alton
27.7 Financial Data Schedule of Rosewood Care Center of Moline
27.8 Financial Data Schedule of Swansea Real Estate
27.9 Financial Data Schedule of Galesburg Real Estate
27.10 Financial Data Schedule of East Peoria Real Estate
27.11 Financial Data Schedule of Peoria Real Estate
27.12 Financial Data Schedule of Alton Real Estate
27.13 Financial Data Schedule of Moline Real Estate
99.1 Reference is made to the Amended and Restated License Agreement filed
September 28, 1994 as Exhibit 99.1 of Form 10-K of Registrants.
99.2 Reference is made to the Medicare Provider Agreement between The
Secretary of Health and Human Services and Rosewood Care Center, Inc.
of Swansea filed on July 13, 1993 as Exhibit 99.2 of the Registration
Statement of Registrants (No. 33-65948) declared effective October
14, 1993.
33
<PAGE> 34
99.3 Reference is made to the Medicare Provider Agreement between The
Secretary of Health and Human Services and Rosewood Care Center,
Inc. of Alton filed on July 13, 1993 as Exhibit 99.3 of the
Registration Statement of Registrants (No. 33-65948) declared
effective October 14, 1993.
99.4 Reference is made to the Medicare Provider Agreement between The
Secretary of Health and Human Services and Rosewood Care Center, Inc.
of East Peoria filed on July 13, 1993 as Exhibit 99.4 of the
Registration Statement of Registrants (No. 33-65948) declared
effective October 14, 1993.
99.5 Reference is made to the Medicare Provider Agreement between The
Secretary of Health and Human Services and Rosewood Care Center, Inc.
of Peoria filed on July 13, 1993 as Exhibit 99.5 of the Registration
Statement of Registrants (No. 33-65948) declared effective October
14, 1993.
99.6 Reference is made to the Medicare Provider Agreement between The
Secretary of Health and Human Services and Rosewood Care Center,
Inc. of Galesburg filed on July 13, 1993 as Exhibit 99.6 of the
Registration Statement of Registrants (No. 33-65948) declared
effective October 14, 1993.
99.7 Reference is made to the Medicare Provider Agreement between The
Secretary of Health and Human Services and Rosewood Care Center,
Inc. of Moline filed on July 13, 1993 as Exhibit 99.7 of the
Registration Statement of Registrants (No. 33-65948) declared
effective October 14, 1993.
99.8 Reference is made to the Medicaid Provider Agreement between The
Illinois Department of Public Aid and Rosewood Care Center, Inc. of
Swansea filed on July 13, 1993 as Exhibit 99.8 of the Registration
Statement of Registrants (No. 33-65948) declared effective October
14, 1993.
99.9 Reference is made to the Medicaid Provider Agreement between The
Illinois Department of Public Aid and Rosewood Care Center, Inc. of
Alton filed on July 13, 1993 as Exhibit 99.9 of the Registration
Statement of Registrants (No. 33-65948) declared effective October
14, 1993.
99.10 Reference is made to the Medicaid Provider Agreement between The
Illinois Department of Public Aid and Rosewood Care Center, Inc.
of East Peoria filed on July 13, 1993 as Exhibit 99.10 of the
Registration Statement of Registrants (No. 33-65948) declared
effective October 14, 1993.
34
<PAGE> 35
99.11 Reference is made to the Medicaid Provider Agreement between The
Illinois Department of Public Aid and Rosewood Care Center, Inc. of
Peoria filed on July 13, 1993 as Exhibit 99.11 of the Registration
Statement of Registrants (No. 33-65948) declared effective October
14, 1993.
99.12 Reference is made to the Medicaid Provider Agreement between The
Illinois Department of Public Aid and Rosewood Care Center, Inc.
of Galesburg filed on July 13, 1993 as Exhibit 99.12 of the
Registration Statement of Registrants (No. 33-65948) declared
effective October 14, 1993.
99.13 Reference is made to the Medicaid Provider Agreement between The
Illinois Department of Public Aid and Rosewood Care Center, Inc. of
Moline filed on July 13, 1993 as Exhibit 99.13 of the Registration
Statement of Registrants (No. 33-65948) declared effective October
14, 1993.
99.14 Reference is made to the Lease Agreement filed on September 28, 1994
as Exhibit 99.14 of the Form 10-K of Registrants.
99.15 Reference is made to the Revised and Restated Grant and Declaration
of Easements filed on September 28, 1994 as Exhibit 99.15 of the Form
10-K of Registrants.
99.16 Reference is made to the Managed Care Agreement between Rosewood
Care Center, Inc. of Moline, Heritage National Health Plan, Inc.,
John Deere Family Health Plan and Deere and Company filed on May 15,
1995 as Exhibit 99.16 of the Form 10-Q of Registrants.
99.17 Reference is made to the Skilled Nursing Facility Agreement between
Health Care Service Corporation and Rosewood Care Center, et.al
filed on June 30, 1996 as Exhibit 99.17 of the Form 10-K of
Registrants.
35
</TABLE>
<PAGE> 1
EXHIBIT 10.18
<PAGE> 2
EXHIBIT 10.18
November 7, 1996
State Street Bank and Trust
Company of Missouri, N.A.
Corporate Trust Department
P.O. Box 5923
Boston, MA 02206
Re: Rosewood Care Center Holding Co.
Letter of Credit No. SF 14298 in the amount of $3,129,889.00
Expiring December 6, 1996
Gentlemen:
This is to advise you that SunTrust Bank, Central Florida, N.A., will renew
the above-referenced Letter of Credit in favor of Mercantile Bank of St.
Louis for a period of one year.
If you should have any questions, please call me at (407) 237-5303.
Sincerely,
/s/Glenys Blenden
Vice President
Copies: Ms. Laura Roberson - Mercantile Bank of St. Louis, N.A.
Ms. Susan Gamble - Summers, Compton, Wells & Hamburg
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Financial Statements at September 30, 1996 for the period ended September
30, 1996 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000909110
<NAME> ROSEWOOD CARE CENTER CAPITAL FUNDING CORPORATION
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 262
<SECURITIES> 0
<RECEIVABLES> 29,026
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 262
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 29,288
<CURRENT-LIABILITIES> 176
<BONDS> 29,111
<COMMON> 1
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 29,288
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 529
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Combined
Financial Statements at September 30, 1996 for the period ended September 30,
1996 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000909114
<NAME> ROSEWOOD CARE CENTER OF GALESBURG
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,091
<SECURITIES> 0
<RECEIVABLES> 5,401
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 6,598
<PP&E> 24,810
<DEPRECIATION> 6,669
<TOTAL-ASSETS> 34,241
<CURRENT-LIABILITIES> 5,145
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 34,241
<SALES> 7,366
<TOTAL-REVENUES> 7,569
<CGS> 0
<TOTAL-COSTS> 6,042
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 529
<INCOME-PRETAX> 998
<INCOME-TAX> 97
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 901
<EPS-PRIMARY> 14
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Combined
Financial Statements at September 30, 1996 for the period ended September 30,
1996 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000909113
<NAME> ROSEWOOD CARE CENTER OF SWANSEA
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,091
<SECURITIES> 0
<RECEIVABLES> 5,401
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 6,598
<PP&E> 24,810
<DEPRECIATION> 6,669
<TOTAL-ASSETS> 34,241
<CURRENT-LIABILITIES> 5,145
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 34,241
<SALES> 7,366
<TOTAL-REVENUES> 7,569
<CGS> 0
<TOTAL-COSTS> 6,042
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 529
<INCOME-PRETAX> 998
<INCOME-TAX> 97
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 901
<EPS-PRIMARY> 14
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Combined
Financial Statements at September 30, 1996 for the period ended September 30,
1996 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000909115
<NAME> ROSEWOOD CARE CENTER OF EAST PEORIA
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,091
<SECURITIES> 0
<RECEIVABLES> 5,401
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 6,598
<PP&E> 24,810
<DEPRECIATION> 6,669
<TOTAL-ASSETS> 34,241
<CURRENT-LIABILITIES> 5,145
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 34,241
<SALES> 7,366
<TOTAL-REVENUES> 7,569
<CGS> 0
<TOTAL-COSTS> 6,042
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 529
<INCOME-PRETAX> 998
<INCOME-TAX> 97
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 901
<EPS-PRIMARY> 14
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Combined
Financial Statements at September 30, 1996 for the period ended September 30,
1996 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000909116
<NAME> ROSEWOOD CARE CENTER OF PEORIA
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,091
<SECURITIES> 0
<RECEIVABLES> 5,401
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 6,598
<PP&E> 24,810
<DEPRECIATION> 6,669
<TOTAL-ASSETS> 34,241
<CURRENT-LIABILITIES> 5,145
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 34,241
<SALES> 7,366
<TOTAL-REVENUES> 7,569
<CGS> 0
<TOTAL-COSTS> 6,042
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 529
<INCOME-PRETAX> 998
<INCOME-TAX> 97
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 901
<EPS-PRIMARY> 14
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Combined
Financial Statements at September 30, 1996 for the period ended September 30,
1996 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000909117
<NAME> ROSEWOOD CARE CENTER OF ALTON
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,091
<SECURITIES> 0
<RECEIVABLES> 5,401
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 6,598
<PP&E> 24,810
<DEPRECIATION> 6,669
<TOTAL-ASSETS> 34,241
<CURRENT-LIABILITIES> 5,145
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 34,241
<SALES> 7,366
<TOTAL-REVENUES> 7,569
<CGS> 0
<TOTAL-COSTS> 6,042
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 529
<INCOME-PRETAX> 998
<INCOME-TAX> 97
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 901
<EPS-PRIMARY> 14
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Combined
Financial Statements at September 30, 1996 for the period ended September 30,
1996 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000909118
<NAME> ROSEWOOD CARE CENTER OF MOLINE
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,091
<SECURITIES> 0
<RECEIVABLES> 5,401
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 6,598
<PP&E> 24,810
<DEPRECIATION> 6,669
<TOTAL-ASSETS> 34,241
<CURRENT-LIABILITIES> 5,145
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 34,241
<SALES> 7,366
<TOTAL-REVENUES> 7,569
<CGS> 0
<TOTAL-COSTS> 6,042
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 529
<INCOME-PRETAX> 998
<INCOME-TAX> 97
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 901
<EPS-PRIMARY> 14
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Combined
Financial Statements at September 30, 1996 for the period ended September 30,
1996 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000909120
<NAME> SWANSEA REAL ESTATE
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,091
<SECURITIES> 0
<RECEIVABLES> 5,401
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 6,598
<PP&E> 24,810
<DEPRECIATION> 6,669
<TOTAL-ASSETS> 34,241
<CURRENT-LIABILITIES> 5,145
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 34,241
<SALES> 7,366
<TOTAL-REVENUES> 7,569
<CGS> 0
<TOTAL-COSTS> 6,042
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 529
<INCOME-PRETAX> 998
<INCOME-TAX> 97
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 901
<EPS-PRIMARY> 14
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Combined
Financial Statements at September 30, 1996 for the period ended September 30,
1996 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000909121
<NAME> GALESBURG REAL ESTATE
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,091
<SECURITIES> 0
<RECEIVABLES> 5,401
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 6,598
<PP&E> 24,810
<DEPRECIATION> 6,669
<TOTAL-ASSETS> 34,241
<CURRENT-LIABILITIES> 5,145
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 34,241
<SALES> 7,366
<TOTAL-REVENUES> 7,569
<CGS> 0
<TOTAL-COSTS> 6,042
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 529
<INCOME-PRETAX> 998
<INCOME-TAX> 97
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 901
<EPS-PRIMARY> 14
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Combined
Financial Statements at September 30, 1996 for the period ended September 30,
1996 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000909122
<NAME> EAST PEORIA REAL ESTATE
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,091
<SECURITIES> 0
<RECEIVABLES> 5,401
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 6,598
<PP&E> 24,810
<DEPRECIATION> 6,669
<TOTAL-ASSETS> 34,241
<CURRENT-LIABILITIES> 5,145
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 34,241
<SALES> 7,366
<TOTAL-REVENUES> 7,569
<CGS> 0
<TOTAL-COSTS> 6,042
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 529
<INCOME-PRETAX> 998
<INCOME-TAX> 97
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 901
<EPS-PRIMARY> 14
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Combined
Financial Statements at September 30, 1996 for the period ended September 30,
1996 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000909123
<NAME> PEORIA REAL ESTATE
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,091
<SECURITIES> 0
<RECEIVABLES> 5,401
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 6,598
<PP&E> 24,810
<DEPRECIATION> 6,669
<TOTAL-ASSETS> 34,241
<CURRENT-LIABILITIES> 5,145
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 34,241
<SALES> 7,366
<TOTAL-REVENUES> 7,569
<CGS> 0
<TOTAL-COSTS> 6,042
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 529
<INCOME-PRETAX> 998
<INCOME-TAX> 97
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 901
<EPS-PRIMARY> 14
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Combined
Financial Statements at September 30, 1996 for the period ended September 30,
1996 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000909124
<NAME> ALTON REAL ESTATE
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,091
<SECURITIES> 0
<RECEIVABLES> 5,401
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 6,598
<PP&E> 24,810
<DEPRECIATION> 6,669
<TOTAL-ASSETS> 34,241
<CURRENT-LIABILITIES> 5,145
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 34,241
<SALES> 7,366
<TOTAL-REVENUES> 7,569
<CGS> 0
<TOTAL-COSTS> 6,042
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 529
<INCOME-PRETAX> 998
<INCOME-TAX> 97
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 901
<EPS-PRIMARY> 14
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Combined
Financial Statements at September 30, 1996 for the period ended September 30,
1996 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000909125
<NAME> MOLINE REAL ESTATE
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,091
<SECURITIES> 0
<RECEIVABLES> 5,401
<ALLOWANCES> 206
<INVENTORY> 0
<CURRENT-ASSETS> 6,598
<PP&E> 24,810
<DEPRECIATION> 6,669
<TOTAL-ASSETS> 34,241
<CURRENT-LIABILITIES> 5,145
<BONDS> 0
<COMMON> 65
0
0
<OTHER-SE> 1,830
<TOTAL-LIABILITY-AND-EQUITY> 34,241
<SALES> 7,366
<TOTAL-REVENUES> 7,569
<CGS> 0
<TOTAL-COSTS> 6,042
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 529
<INCOME-PRETAX> 998
<INCOME-TAX> 97
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 901
<EPS-PRIMARY> 14
<EPS-DILUTED> 0
</TABLE>
