<PAGE> 1
---------------------------
OMB APPROVAL
---------------------------
OMB Number: 3235-0145
Expires: October 31, 1997
Estimated average burden
hours per response....14.90
---------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
--
NewCare Health Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.02 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
651053
- --------------------------------------------------------------------------------
(CUSIP Number)
James H. Perry, President
Bridge Capital Partners, Inc.
5350 South Roslyn Street, Suite 350, Englewood, Colorado 80111 (303) 721-1111
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 22, 1998
- --------------------------------------------------------------------------------
(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 [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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 ("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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 651053 PAGE 2 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ProFutures Bridge Capital Fund, L.P.
74-2786949
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 736,668
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
None
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
736,668
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
736,668
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.12%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 651053 PAGE 3 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bridge Capital Partners, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable/WC/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
Colorado
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 742,068
REPORTING
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
742,068
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
742,068
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.16%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 651053 PAGE 4 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ProFutures Fund Management, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 736,668
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
736,668
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
736,668
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.118%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 651023 Page 5 of 18 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gary D. Halbert
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 736,668
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
736,668
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 651023 PAGE 6 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James H. Perry
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 5,000
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 737,068
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
5,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
737,068
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 7
ITEM 1. SECURITY AND ISSUER
This Statement relates to the common stock, par value $.02 per share (the
"Shares"), of NewCare Health Corporation, a Nevada corporation (the "Company"),
whose principal executive offices are at 6000 Lake Forest Drive, Suite 315,
Atlanta, Georgia 30328.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed by (i) ProFutures Bridge Capital Fund, L.P.
("ProFutures Bridge"), (ii) by Bridge Capital Partners, Inc. ("Bridge Capital")
and ProFutures Fund Management, Inc. ("ProFutures Fund") by virtue of their
respective position as Co-General Partners of ProFutures Bridge, (iii) James H.
Perry ("Perry") by virtue of his position as President and sole Director of
Bridge Capital and (iv) Gary D. Halbert ("Halbert") by virtue of his position
as President and Director of ProFutures Fund (collectively, the "Reporting
Persons"). By signing this Statement, each Reporting Person agrees that this
Statement is filed on its or his behalf. In addition, information is set forth
below in subparagraph (g) with respect to the executive officers, directors and
control person of ProFutures Fund.
(a) ProFutures Bridge is the holder of approximately 6.12% of the
outstanding Shares. Bridge Capital and ProFutures Fund, as the general
partners of ProFutures Bridge, may be deemed to control ProFutures Bridge.
Perry and Halbert own all the outstanding capital stock of Bridge Capital and
ProFutures Bridge, respectively, and may be deemed to control such companies.
(b) The principal executive office or business address of
ProFutures Bridge, Bridge Capital and Perry is 5350 South Roslyn Street, Suite
350, Englewood, Colorado 80111. The principal executive office or business
address of ProFutures Fund and Halbert is 1310 Highway 620 South, Suite 200,
Austin, Texas 78734.
(c) ProFutures Bridge is a limited partnership engaged in venture
capital investments. Bridge Capital and ProFutures Fund's sole business
activity is to serve as a general partner of ProFutures Bridge.
Perry is the President and sole Director and Shareholder of
Bridge Capital and a principal in the firm of Perry, Nestman & Doshier, LLC.
Halbert is the President and Director and principal shareholder of ProFutures
Fund.
(d) Neither the Reporting Persons, nor to the knowledge of such
Reporting Persons, any person named in subparagraph (g) below has been
convicted in any criminal proceeding in the past five years (except traffic
violations or similar misdemeanors).
(e) Neither the Reporting Persons, nor to the knowledge of such
Reporting Persons, any person named in subparagraph (g) below has been a party
to any civil
Page 7 of 18
<PAGE> 8
proceeding and, as a result of such proceedings, was or is subject to a
judgment, decree, or final order enjoining future violations of or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) ProFutures Bridge is a Delaware limited partnership. Bridge
Capital is a Colorado corporation, and ProFutures Fund is a Texas corporation.
Perry and Halbert are citizens of the United States.
(g) Other Directors and executive officers of ProFutures Fund are
as follows:
(1) Name: Debi B. Halbert
Business Address: 1310 Highway 620 South, Suite 200,
Austin, Texas 78734
Present Principal Occupation: Chief Financial Officer
and Treasurer, Director and shareholder of
ProFutures Fund Management, Inc. and affiliates
Citizenship: USA
(2) Name: John F. Mauldin
Business Address: The Ballpark in Arlington,
Suite 216, Arlington, Texas 76011
Present Principal Occupation: President, Director and
shareholder of Communications Management, Inc.
and affiliates
Citizenship: USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total amount of consideration required by ProFutures Bridge to purchase the
Shares reported in Item 5(c) was $2,501,525, which amount includes the purchase
price (approximately $2.00 per Warrant) of the 333,334 Warrants as described in
Item 5(c). The purchase was made out of working capital and no funds were
borrowed to acquire such Shares. The consideration required by Bridge Capital
and Perry to purchase the Shares reported in Item 5(c) was $1,525 and
$19,121.88, respectively. Working capital was used by Bridge Capital to
acquire its Shares and personal funds were used by Perry to acquire his Shares.
Neither Bridge Capital nor Perry borrowed any funds in connection with the
purchase of their respective Shares.
ITEM 4. PURPOSE OF THE TRANSACTION.
Each Reporting Person acquired and holds the Shares for investment purposes
only. The Reporting Persons may, from time to time, acquire or sell small
blocks of
Page 8 of 18
<PAGE> 9
additional Common Stock of the Company; provided, however, that none of the
Reporting Persons has any present plan or proposal that would result in any of
the actions referred to in paragraphs (a) through (j) of the Instructions to
Item 4 of Schedule 13-D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Shares owned beneficially by
ProFutures Bridge as of the close of business on February 28,
1998, was 736,668 or approximately 6.12% of the 12,039,193
shares of Common Stock outstanding (the "Outstanding Shares").
By virtue of the relationships described in Item 2 of this
Statement, each of the other Reporting Persons may be deemed
to share indirect beneficial ownership of the Shares held by
ProFutures Bridge. Perry and Halbert disclaim that each of
them is the beneficial owner of the Shares owned by ProFutures
Bridge.
Bridge Capital is the direct, beneficial owner of 400 Shares
and Perry is the direct beneficial owner of 5,000 Shares. By
virtue of the relationship described in Item 2 of this
Statement, Bridge Capital and Perry may be deemed to be the
beneficial owner of 742,068 Shares, or 6.16% of the
Outstanding Shares. Perry disclaims such beneficial
ownership, except with respect to 5,000 Shares which were
directly owned by Perry.
ProFutures Fund and Halbert by virtue of the relationship
described in Item 2 of this Statement, may be deemed to be the
beneficial owners of 736,668 Shares, or 6.118% of the
Outstanding Shares. Halbert disclaims such beneficial
ownership.
(b) ProFutures Bridge has the direct power to vote and direct
disposition of 736,668 Shares. By virtue of their positions
as general partners, ProFutures Fund and Bridge Capital may be
deemed to share the indirect power to vote and dispose of
these Shares. Perry and Halbert by virtue of their
relationship may be deemed to share the indirect power to vote
and dispose of these Shares. Bridge Capital has the direct
power to vote and direct disposition of 400 Shares. Perry has
the direct power to vote and direct disposition of 5,000
Shares and the indirect power to vote and direct disposition
of the 400 Shares held by Bridge Capital.
(c) Except as described below, no transactions in the Common Stock
of the Company were effected by the persons named in response
to paragraphs (a) and (b) above during the past sixty (60)
days.
Page 9 of 18
<PAGE> 10
(i) On January 22, 1998, ProFutures Bridge
Capital Fund, L.P. ("ProFutures Bridge") purchased 666,668
Shares and 333,334 Common Stock Purchase Warrants (the
"Warrants") directly from the Company in an unregistered
private offering of Units. Each Unit consists of four (4)
Shares and two (2) Warrants and the purchase price for each
Unit is $15.00. The aggregate purchase price for the Units
purchased by ProFutures Bridge was $2,500,005 cash. Each
Warrant represents the right to one (1) Share and can be
exercised at any time after October 30, 1998 and prior to
October 30, 2000 at an exercise price of $5.00 per share. The
Shares represented by the Warrants are not considered to be
outstanding or beneficially owned for purposes of this
Schedule 13-D.
(ii) In February 1998, ProFutures Bridge acquired
an additional 70,000 Shares of the Company. These Shares were
acquired in open market transactions on the following dates
and for the consideration set forth below:
<TABLE>
<CAPTION>
DATE PURCHASED NUMBER OF SHARES AVERAGE PRICE PER SHARE
-----------------------------------------------------------------------------------------
<S> <C> <C>
02/05/98 5,000 3.84375
02/06/98 10,000 3.84375
02/09/98 10,000 3.84375
02/11/98 10,000 3.90625
02/12/98 10,000 3.84375
02/13/98 10,000 3.75
02/24/98 8,000 3.67
02/26/98 7,000 3.60
</TABLE>
(iii) On February 27, 1998, Bridge Capital acquired
400 Shares in an open market transaction for $3.8125 per
share. On January 26, 1998 and February 5, 1998, Perry
acquired 3,100 Shares and 1,900 Shares, respectively, in open
market transactions. The purchase price paid by Perry was
$3.8125 and $3.8437 per share.
(d) No other person is known to have the right to receive, or the
power to direct the receipt of dividends from, and the
proceeds from the sale of the Shares held by it.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Page 10 of 18
<PAGE> 11
ProFutures Bridge, the Company and two key employees entered into an Agreement
on January 22, 1998, under the terms of which the Company agreed, among other
things, to acquire the stock or assets of Renaissance Senior Living, Inc. by
March 1, 1998 and to require repayment of certain outstanding loans to two
principals of the Company. In addition, certain principals of the Company
agreed to a covenant not to compete.
On January 22, 1998, ProFutures Bridge and Chris Brogdon, a director of the
Company, entered into an Agreement under the terms of which Brogdon granted
ProFutures Bridge the right, exercisable at ProFutures Bridges' option, to
require Brogdon to repurchase all or any portion of the Shares and Warrants
purchased by ProFutures Bridge in connection with the February 1998 private
offering. The price to be paid in the event this option is exercised is the
same price that ProFutures Bridge paid for such Shares and Warrants. The
option expires in one (1) year from its execution.
There are no other contracts, or arrangement relationships with respect to the
Shares of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are attached hereto and incorporated herein by
reference:
Exhibit 1. Joint Filing Agreement
Exhibit 2. Agreement dated January 22, 1998 by and
between NewCare Health Corporation, Chris
Brogdon, Gene Lane and ProFutures Bridge
Capital Fund, L.P.
Exhibit 3. Agreement dated January 22, 1998 by and
between Chris Brogdon and ProFutures Bridge
Capital Fund, L.P.
Page 11 of 18
<PAGE> 12
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATED: MARCH 2, 1998.
PROFUTURES BRIDGE CAPITAL FUND, L.P.
BY: BRIDGE CAPITAL PARTNERS, INC.,
A GENERAL PARTNER
BY: /s/ JAMES H. PERRY
-----------------------------------
JAMES H. PERRY, PRESIDENT
BRIDGE CAPITAL PARTNERS, INC.
BY: /s/ JAMES H. PERRY
-----------------------------------
JAMES H. PERRY, PRESIDENT
PROFUTURES FUND MANAGEMENT, INC.
BY: /s/ GARY D. HALBERT
-----------------------------------
GARY D. HALBERT, PRESIDENT
/s/ JAMES H. PERRY
-----------------------------------
JAMES H. PERRY
/s/ GARY D. HALBERT
-----------------------------------
GARY D. HALBERT
Page 12 of 18
<PAGE> 13
EXHIBIT INDEX
Exhibit 1. Joint Filing Agreement
Exhibit 2. Agreement dated January 22, 1998 by and
between NewCare Health Corporation, Chris
Brogdon, Gene Lane and ProFutures Bridge
Capital Fund, L.P.
Exhibit 3. Agreement dated January 22, 1998 by and
between Chris Brogdon and ProFutures Bridge
Capital Fund, L.P.
Page 13 of 18
<PAGE> 1
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that this statement is filed on behalf of each of
them.
DATED: MARCH 2, 1998.
PROFUTURES BRIDGE CAPITAL FUND, L.P.
BY: BRIDGE CAPITAL PARTNERS, INC.,
A GENERAL PARTNER
BY: /s/ JAMES H. PERRY
-----------------------------------
JAMES H. PERRY, PRESIDENT
BRIDGE CAPITAL PARTNERS, INC.
BY: /s/ JAMES H. PERRY
-----------------------------------
JAMES H. PERRY, PRESIDENT
PROFUTURES FUND MANAGEMENT, INC.
BY: /s/ GARY D. HALBERT
-----------------------------------
GARY D. HALBERT, PRESIDENT
/s/ JAMES H. PERRY
-----------------------------------
JAMES H. PERRY
/s/ GARY D. HALBERT
-----------------------------------
GARY D. HALBERT
Page 14 of 14
<PAGE> 1
Exhibit 2
AGREEMENT
THIS AGREEMENT is made this 22 day of January 1998, by and among NewCare
Health Corporation, a Nevada corporation ("NewCare") and ProFutures Bridge
Capital Fund, L.P. ("ProFutures"), and the other parties executing this
Agreement.
WHEREAS, NewCare is in the process of conducting a private offering of up to
672,000 units at $15.00 per unit ("Units"), and each Unit consists of four (4)
shares of NewCare's common stock ("Common Stock") and two (2) Class A Common
Stock Purchase Warrants ("Warrants") (the "Private Offering"); and
WHEREAS, NewCare has sold 172,500 Units thus far and is continuing to offer
the remaining 499,500 Units; and
WHEREAS, ProFutures is considering an investment of at least $2 million in
NewCare's Private Offering and NewCare is willing to grant certain rights to
ProFutures in order to encourage it to invest in the Private Offering.
NOW, THEREFORE, in consideration of the premises and the mutual promises and
covenants contained herein;
THE PARTIES AGREE AS FOLLOWS:
1. The covenants on the part of NewCare set forth below are subject
to ProFutures investing at least $2 million in the Private Offering.
2. NewCare agrees to make a backup copy of the source code and data
files utilized in its business of providing senior residential care services,
and to store the back up off-site in a bank vault or other safe site reasonably
acceptable to ProFutures. NewCare agrees to back up its data files on at least a
monthly basis. The initial backup has been stored off-site.
3. NewCare agrees to enter into an agreement with Renaissance Senior
Living, Inc. ("Renaissance") pursuant to which NewCare will either purchase 100%
of the outstanding stock of Renaissance or acquire by purchase or lease all of
the properties owned by Renaissance upon the earlier of (a) 60 days after the
closing of the pending merger involving Retirement Care Associates, Inc. ("RCA")
and Sun Healthcare Group, Inc. ("Sun"), or (b) March 1, 1998. NewCare agrees to
use its best efforts to seek shareholder approval of this transaction as soon as
possible and to close within 30 days after shareholder approval is obtained.
NewCare agrees that the consideration paid by NewCare for the properties owned
by Renaissance will be no greater than the fair market value of the properties
and rights as verified by an independent appraiser. After the acquisition or
lease described above, the management agreement with Renaissance will terminate.
Page 15 of 18
<PAGE> 2
4. NewCare agrees to require that the loans which are currently
outstanding to Chris Brogdon and Gene Lane will be called within 45 days after
Chris Brogdon and Gene Lane are eligible to sell shares they receive in the
pending merger involving RCA and Sun, and that such loans must be paid in full
at that time. Brogdon and Lane hereby agree to pay such loans on or before the
date described above.
5. Chris Brogdon, Darrell C. Tucker and Jeff Andrews agree that they
will not, after the closing of the Private Offering, and for a period of the
latter of (a) one (1) year after such person's resignation or termination as an
employee or director of NewCare, or (b) two (2) years from the date hereof,
either directly or indirectly (as an owner, partner, agent, consultant or
adviser), purchase, lease or otherwise acquire an interest in any long-term care
facility located in the Southeastern United States or in any other area where
such property would compete with one of NewCare's facilities without the prior
written approval of the Board of Directors.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
NEWCARE HEALTH CORPORATION PROFUTURES BRIDGE CAPITAL
FUND, L.P.
By: /s/ CHRIS BROGDON By: BRIDGE CAPITAL PARTNERS,
------------------------------- INC., General Partner
Chris Brogdon
/s/ CHRIS BROGDON By: /s/ JAMES H. PERRY
------------------------------- -------------------------------
Chris Brogdon James H. Perry, President
/s/ GENE LANE
-------------------------------
Gene Lane
/s/ DARRELL C. TUCKER
-------------------------------
Darrell C. Tucker
/s/ JEFFREY ANDREWS
-------------------------------
Jeffrey Andrews
- 2 -
Page 16 of 18
<PAGE> 1
Exhibit 3
AGREEMENT
THIS AGREEMENT is made this 22 day of January 1998, by and between Chris
Brogdon ("Brogdon") and Pro Futures Bridge Capital Fund, L.P. ("Pro Futures").
WHEREAS, NewCare Health Corporation, a Nevada corporation ("NewCare") is
in the process of conducting a private offering of up to 672,000 units at $15.00
per unit ("Units"), and each Unit consists of four (4) shares of NewCare's
common stock ("Common Stock") and two (2) Class A Common Stock Purchase Warrants
("Warrants") (the "Private Offering"); and
WHEREAS, NewCare has sold 172,500 Units thus far and is continuing to
offer the remaining 499,500 Units; and
WHEREAS, Brogdon is Chairman of the Board and a principal shareholder of
NewCare; and
WHEREAS, Pro Futures is considering an investment of at least $2 million
in NewCare's Private Offering and Brogdon is personally willing to grant
certain rights to Pro Futures in order to encourage it to invest in the Private
Offering.
NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants contained herein;
THE PARTIES AGREE AS FOLLOWS:
1. At any time during the one year period commencing on the date of this
Agreement, Pro Futures may put to Brogdon all or any portion of the Warrants
which it purchases in the Private Offering at a price of $1.00 per Warrant.
This right may be exercised one time only during the one year period.
2. At any time during the one year period commencing on the date of this
Agreement, Pro Futures may put to Brogdon all or any portion of the Units which
it purchases in the Private Offering at a price of $15.00 per Unit. This right
may be exercised one time only during the one year period. If, at the time Pro
Futures exercises its right to put the Units back to Brogdon it has previously
put all or a portion of the Warrants to Brogdon, the price Brogdon must pay
for the Units will be reduced by $2.00 for each Unit that no longer includes
Warrants. In other words, the maximum amount payable under this Agreement is
the amount of Pro Futures's investment in the Private Offering.
3. In the event Pro Futures elects to put the Warrants and/or the Units
or any portion thereof, Pro Futures shall give written notice to Brogdon of its
desire to have Brogdon purchase the Warrants and/or the Units or any portion
thereof. The payment by Brogdon shall occur at a mutually satisfactory date,
but if no date shall be agreed to, on the thirtieth (30th) day after the date
of the notice.
Page 17 of 18
<PAGE> 2
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
PRO FUTURES BRIDGE CAPITAL FUND,
L.P.
BY: BRIDGE CAPITAL PARTNERS, INC.
A GENERAL PARTNER
/s/ CHRIS BROGDON By: /s/ JAMES H. PERRY
- ------------------------------------ ---------------------------------
Chris Brogdon James H. Perry, President
-2-
Page 18 of 18
