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<PAGE>
FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION NO. 333-43521
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED JANUARY 9, 1998
This Prospectus Supplement amends and restates pages 11 and 12 of the
Prospectus dated January 9, 1998, as supplemented by a Prospectus Supplement
dated February 17, 1998 as further supplemented by a Prospectus Supplement dated
April 28, 1998. Except as set forth herein, the contents of the Prospectus
remain as set forth therein.
SELLING STOCKHOLDERS
The following table sets forth certain information as of November 30, 1997
with respect to the number of shares of common stock beneficially owned by each
Selling Stockholder prior to this offering and the maximum number of shares of
common stock being offered hereby. Because the Selling Stockholders may offer
all, a portion or none of the Shares offered pursuant to this Prospectus, no
estimate can be given as to the number of Shares of Common Stock that will be
held by each Selling Stockholder upon termination of this offering. See "Plan of
Distribution." To the extent required, the names of any agent, dealer, broker or
underwriter participating in any such sales and any applicable commission or
discount with respect to the sale will be set forth in a supplement to this
Prospectus. The Shares offered by means of this Prospectus may be offered from
time to time by the Selling Stockholders named in the following table. Other
than as a result of the ownership of common stock, none of the Selling
Stockholders has had any material relationship with the Company within the past
three years, except as noted herein.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK/
NUMBER OF SHARES OF MAXIMUM PERCENTAGE OF CLASS TO
COMMON STOCK NUMBER OF SHARES TO BE OWNED AFTER
OWNED PRIOR TO BE SOLD PURSUANT TO COMPLETION OF
NAME THE OFFERING THIS PROSPECTUS THE OFFERING
---- ------------ --------------- ------------
<S> <C> <C> <C>
Andre C. Dimitriadis /1/ 30,314 30,314 ___
The Sisters of St. Louis 1,000 1,000 ___
(Monaghan)
LTC Healthcare, Inc. 30,847 30,847 ___
Charles Samuel Allmond 6,231 6,231 ___
Alfred W. Clark 2,692 2,692 ___
The Girvin Group 2,692 2,692 ___
John M. Hartz 10,769 10,769 ___
</TABLE>
- ----------------------
/1/ Mr. Dimitriadis served as a director of the Company from July 1994 to
September 1997. In February 1998, Mr. Dimitriadis donated 1,000 shares to The
Sisters of St. Louis which proposes to sell such shares hereunder.
The date of this Prospectus Supplement is September 25, 1998.
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK/
NUMBER OF SHARES OF MAXIMUM PERCENTAGE OF CLASS TO
COMMON STOCK NUMBER OF SHARES TO BE OWNED AFTER
OWNED PRIOR TO BE SOLD PURSUANT TO COMPLETION OF
NAME THE OFFERING THIS PROSPECTUS THE OFFERING
---- ------------ --------------- ------------
<S> <C> <C> <C>
Geoffrey O. Hartzler 10,769 10,769 ___
Christopher T. Ishikawa 6,231 6,231 ___
Thomas W. Knaup 5,384 5,384 ___
James J. Pieczynski /2/ 18,695 18,695 ___
St. Michael's Elementary School 1,000 1,000 ___
Howard J. Privett and 26,923 26,923 ___
Nell K. Privett
Pamela J. Privett 6,231 6,231 ___
Albert Silverman 5,384 5,384 ___
Robert V. Siebel /3/ 65,745 65,745 ___
Zachary H. and 5,384 5,384 ___
Rhonda L. Shafran
Thomas Turner Stuart 5,384 5,384 ___
Roger Wittlin 8,076 8,076 ___
Evelyn Yalung 11,231 6,231 5,000
Consulting Management & 48,461 48,461 ___
Education, Inc. /4/
Consolidated Services, Inc. 2,692 2,692 ___
</TABLE>
- ---------------------
/2/ In April, 1998, Mr.Pieczynski donated 1,000 shares to St.Michael's
Elementary School which proposes to sell such shares hereunder.
/3/ Mr. Siebel is the President of CME. See Note 4.
/4/ In connection with the acquisition of Carriage House, the Company has
assumed the obligations of Consulting Management and Education, Inc. ("CME")
which had guaranteed certain construction loans in favor of LTC Properties.
See "The Merger."
2
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