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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
NEWCARE HEALTH CORPORATION
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(Name of Issuer)
Common Stock, $.02 Par Value
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(Title of Class of Securities)
651053 10 0
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(CUSIP Number)
Jon D. Sawyer, Esq.
Krys Boyle Freedman Scott & Sawyer, P.C.
600 17th Street, Suite 2700 South Tower, Denver, Colorado 80202
(303) 893-2300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 19, 1997
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(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.---
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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SCHEDULE 13D
CUSIP No. 651053 10 0
1 NAME OF REPORTING PERSON Chris Brogdon
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ---
(b) -X-
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
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER 2,086,802
8 SHARED VOTING POWER 5,550
9 SOLE DISPOSITIVE POWER 2,086,802
10 SHARED DISPOSITIVE POWER 5,550
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 2,092,352
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11)
EXCLUDES CERTAIN SHARES ---
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.9%
14 TYPE OF REPORTING PERSON IN
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ITEM 1. SECURITY AND ISSUER.
This Schedule relates to shares of Common Stock, $.02 par value ("Common
Stock"), of NewCare Health Corporation, a Nevada corporation (the "Issuer"),
whose principal executive offices are located at 3600 Oak Manor Lane, Largo,
Florida 34644.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule is filed by Chris Brogdon, whose business address is 6000
Lake Forrest Drive, Suite 200, Atlanta, Georgia 30328. Mr. Brogdon holds the
following positions with Retirement Care Associates, Inc., a Colorado
corporation, headquartered at the above address:
Chris Brogdon - President and Director
Retirement Care Associates, Inc. is a leading provider in the
southeastern United States of senior residential care services, which include
long-term care, assisted living and independent living services.
Mr. Brogdon is a U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All of the shares which have been acquired or which will be acquired are
being paid for out of Mr. Brogdon's personal funds except as disclosed in Item
6 below.
Chris Brogdon has in the past purchased a total of approximately 16,824
shares in the market and paid a total of approximately $20,500. See details
in Item 5 below for purchases in last 60 days.
The block of 869,978 shares being purchased from Robert Bell, Sr. are
being purchased at a price of $1.20 per share and the block of 1,200,000
shares are being purchased at a price of $1.50 per share.
ITEM 4. PURPOSE OF TRANSACTION.
The first 16,824 shares of Common Stock purchased by Chris Brogdon were
purchased for investment purposes. The remaining shares are being purchased
pursuant to the terms of the letter of understanding which Chris Brogdon
entered into with the Issuer on January 31, 1997. This letter of
understanding was approved by the Issuer's Board of Directors on February 19,
1997. This letter of understanding provided for the following:
(a) Chris Brogdon will purchase 869,978 shares of Common Stock from
Robert W. Bell, Sr., a former CEO of the Issuer, for a price of $1.20 per
share.
(b) Chris Brogdon will purchase 1,200,000 shares of Common Stock from a
former director of the Issuer at a price of $1.50 per share in connection with
the settlement of certain litigation between such former director and the
Issuer.
(c) Chris Brogdon and Harlan Matthews will be added to the Issuer's
Board of Directors effective February 19, 1997, and Chris Brogdon and other
persons he selects will eventually assume management responsibility of the
Issuer.
(d) At such time as Chris Brogdon and his designees assume management
responsibility of the Issuer, the Issuer will grant to such persons options to
purchase a total of 1,500,000 shares of common stock at a price of $2.20 per
share.
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Chris Brogdon has also entered into an agreement with Retirement Care
Associates, Inc. ("RCA") regarding the above transaction which provides that
in the event RCA's proposed merger with Sun Healthcare Group, Inc., or a
similar transaction, is not closed by December 31, 1997, all of the shares
which have been purchased pursuant to the above agreement by affiliates of RCA
will be offered to RCA for the price at which they purchased the shares.
Mr. Brogdon regularly invests in securities and he intends to continue
to evaluate the business of the Issuer and he may acquire additional shares of
Common Stock in the market.
Except as described above, Mr. Chris Brogdon has not formulated any
plans or proposals which would result in any: (i) acquisition or disposition
of additional securities of the Issuer; (ii) extraordinary corporate
transaction; (iii) sale or transfer of a material amount of the Issuer's
assets; (iv) change in the present board of directors or the management of the
Issuer; (v) material change in the present capitalization or dividend policy
of the Issuer; (vi) other material change in the Issuer's business or
corporate structure; (vii) changes in the Issuer's charter or bylaws or
otherwise take actions which may impede the acquisition of control of the
Issuer by any person; (viii) event causing the common stock to cease to be
authorized to be quoted on the NASDAQ Small Cap Market; or (ix) termination of
the Issuer's registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this filing, and solely for the purposes hereof,
Chris Brogdon is treated as beneficially owning 2,092,352 shares of common
stock, which is approximately 18.9% of the shares outstanding. This includes
the blocks of 869,978 shares and 1,200,000 shares which Mr. Brogdon has the
right to acquire as described in Item 4 above. See Item 6 below for the
details on who is actually expected to purchase the block of 869,978 shares.
(b) Chris Brogdon has the power to dispose of and the power to vote the
16,824 shares which he already owns, and he will have the power to dispose of
and the power to vote any shares which he actually purchases pursuant to his
right to acquire such shares. Chris Brogdon will have the shared power to
dispose of and the shared power to vote any shares which are actually
purchased by his wife, Connie Brogdon, and he currently has the shared power
to dispose of and to vote 1/2 of the 11,101 shares owned by Winter Haven
Homes, Inc., which is 50% owned by Chris Brogdon's wife.
(c) The trading dates, number of shares of common stock purchased and
the price per share for all transactions in the common stock during the past
60 days by Chris Brogdon are set forth below:
Date of Number of
Transaction Shares Purchased Price Per Share
----------- ---------------- ---------------
1-17-97 5,000 $1.25
1-17-97 5,000 $1.15625
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
With respect to the block of 869,978 shares of the Issuer's common stock
described in Item 4 above, Chris Brogdon has informally assigned the right to
purchase 682,978 of such shares to 23 personal friends and business associates
of Mr. Brogdon, and these persons are in the process of purchasing such
shares.
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Following is a listing of the persons buying all 869,978 shares and the number
of shares they are buying:
Number
Name of Shares
---- ---------
Chris Brogdon 87,000
Connie B. Brogdon 100,000
C. W. Freeman 10,000
James Jeffrey Andrews 50,000
Darrell C. Tucker 20,000
Juanita Tucker 35,000
Juanita Tucker TTEE, U/W/O Lionel Rabun 45,000
Mark I. Berkowitz and Bruce M.
Berkowitz, JTWROS 52,083
Robert G. Lancaster, Jr. CPA or
Laura McClain Lancaster 30,000
Joe L. Collins 30,000
Phillip M. Rees 5,000
William McBride III 50,000
A. C. Dimitriadis 50,000
Gene Lane, Ltd. 187,000
John R. Mack 5,000
Thomas M. Knudsen 20,000
Julian S. Daley 5,000
Ken Ross Architects, Inc. 10,000
Robert W. Lawson and Pamela D. Lawson 50,000
Sawyer Family Partners 10,000
Bathgate Family Partnership II 4,000
Steven M. Bathgate 5,447
Eugene C. McColley 9,448
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Total 869,978
Mr. Brogdon expects to assign the rights to purchase an undetermined
number of the shares in the block of 1,200,000 shares to personal friends and
business associates, some of which also participated in the purchase of the
block of 869,978 shares.
Except for those matters disclosed herein, Mr. Brogdon has not entered
into any contracts, arrangements, understandings or relationships (legal or
otherwise) with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1 Letter of Understanding dated January 31, 1997, between Chris
Brogdon and A.R. "Charlie" Neal, legal counsel on behalf of
NewCare Health Corporation
SIGNATURES
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.
Date: February 20, 1997 /s/ Chris Brogdon
Chris Brogdon
JACOBS, FORLIZZO & NEAL, P.A.
Attorneys At Law
A.R. "Charlie" Neal Please Reply to Feather Sound
VIA FACSIMILE AND REGULAR MAIL
January 31, 1997
Chris Brogdon
6000 Lake Forrest Dr.
Suite 200
Atlanta, GA 30328
Re: NewCare Health Corporation
Dear Chris:
I am writing at the request of Ashok Dalal, interim CEO of NewCare
Health Corporation, to outline some of our conclusions with respect to the
discussions that have occurred over the past several weeks. All of the
matters discussed herein are subject to approval by the NewCare Board of
Directors.
Mr. Dalal intends to make the following proposals to the NewCare Board
of Directors.
1. NewCare will accept your offer to purchase the shares owned by
Robert W. Bell, Sr. and other members of his family. In connection with his
resignation as chief executive officer of NewCare, Mr. Bell agreed to sell not
less than 400,000 shares of his common stock to NewCare or its assigns at a
price of $1.20 per share. Mr. Bell has elected to sell 869,978 shares.
NewCare will cause the shares to be delivered to an independent party to hold
in trust until such time as NewCare has been fully reimbursed for payments
advanced by it to pay for all such shares. At that time, the transfer agent
will be directed to issue share certificates to such individuals and in such
denominations as you request.
Such purchase and sale will occur during the week ending February 7,
1997.
2. NewCare is currently involved in litigation with a current
director. Discussions regarding settlement of the lawsuit are actively
ongoing. One condition expected to be included in any final settlement is the
sale by such person of not less than 1,200,000 shares of NewCare common stock
to NewCare or its assigns at a price of $1.50 per share. Our current
objective is to close this transaction during the second week of February.
NewCare's right to purchase such shares would be assigned to you at that time.
Because your purchase of such shares is an integral aspect of the settlement
of the lawsuit, we will require that cash in or promissory notes, or some
combination thereof, in the amount of the purchase price of such shares be
held in escrow by an unrelated party reasonably acceptable to both you and
NewCare.
3. You and any such individuals that you select will become actively
involved in the day-to-day management of NewCare after deal signed with
Sunhealth. You and Harlan Mathews will be appointed to serve as directors of
NewCare until its next shareholder meeting, at which time you will be proposed
for election in the proxy statement accompanying such shareholder meeting. It
is anticipated that such newly elected board will appoint you as chief
executive officer of NewCare. In consideration for your undertaking to
actively manage NewCare, NewCare will grant you options to purchase 1,500,000
shares of common stock at a purchase price determined by the average of the
closing price of NewCare's stock for the week ended January 31, 1997.
4. In your capacity as chief executive officer of NewCare, you will
agree to aggressively promote the growth of NewCare. In the event that the
per share stock price of NewCare does not reach an average price of at least
$5.00 for the twelve month period unexercised options will be canceled.
If the preceding is a correct statement of our mutual understanding,
please execute this letter where indicated and return to me via fax and
regular mail.
Very truly yours,
JACOBS, FORLIZZO & NEAL, P.A.
A.R. "Charlie" Neal
Accepted and Agreed to by:
/s/ Chris Brogdon
Chris Brogdon
