-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BpBWJP1+VydQKrcfMTkLMHeA0PQ40PcFqhXPE5s1VbDu0ihOvn1KGbU3D5tlXF80 v9ftga89uHecf1WwF/QJjA== 0000909518-00-000243.txt : 20000407 0000909518-00-000243.hdr.sgml : 20000407 ACCESSION NUMBER: 0000909518-00-000243 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000406 GROUP MEMBERS: HUDSON ADVISORS, L.L.C. GROUP MEMBERS: LONE STAR MANAGEMENT CO., LTD. GROUP MEMBERS: LONE STAR OPPORTUNITY FUND, L.P. GROUP MEMBERS: LONE STAR PARTNER, L.P. GROUP MEMBERS: LSOF GENPAR, INC. GROUP MEMBERS: LSOF POOLED EQUITY LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREENBRIAR CORP CENTRAL INDEX KEY: 0000105744 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 752399477 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38763 FILM NUMBER: 594684 BUSINESS ADDRESS: STREET 1: 4265 KELLWAY CIRCLE CITY: ADDISON STATE: TX ZIP: 75244 BUSINESS PHONE: 2144078400 MAIL ADDRESS: STREET 1: 4265 KELLWAY CIRCLE CITY: ADDISON STATE: TX ZIP: 75244 FORMER COMPANY: FORMER CONFORMED NAME: MEDICAL RESOURCE COMPANIES OF AMERICA DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WESPAC INVESTORS TRUST DATE OF NAME CHANGE: 19900605 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LSOF POOLED EQUITY LP CENTRAL INDEX KEY: 0001110506 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 600 NORTH PEARL STREET, SUITE1500 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147548400 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)1 GREENBRIAR CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 393648-10-0 ----------------------------------- (CUSIP Number) Lone Star Opportunity Fund, L.P. 600 North Pearl Street, Suite 1550 Dallas, Texas 75201 Attention: Sam Hines (214) 754-8300 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with copy to: J.D. Dell Lone Star Opportunity Fund, L.P. 600 North Pearl Street, Suite 1550 Dallas, Texas 75201 (214) 754-8300 April 6, 2000 ----------------------------------- (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(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. - --------------------- 1 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 1 of 20 Pages) DA1:\212955\06\4KBF06!.DOC\53338.0005 CUSIP NO. 393648-10-0 - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS LSOF Pooled Equity, L.P. - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ----------------------------------------------------------------------------- 5 CHECK 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 1,105,656* SHARES ----------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY ----------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,105,656* PERSON ----------------------------------------- WITH 10 SHARED DISPOSITIVE POWER - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,105,656* (Page 2 of 20 Pages) - ----------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.1% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ----------------------------------------------------------------------------- *Beneficial ownership amounts disclosed herein assume conversion of shares of Series F Senior Convertible Preferred Stock and Series G Senior Non-Voting Convertible Preferred Stock of Greenbriar Corporation ("Greenbriar") into shares of common stock of Greenbriar. (Page 3 of 20 Pages) CUSIP NO. 393648-10-0 - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS LSOF GenPar, Inc. - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ----------------------------------------------------------------------------- 5 CHECK 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 1,105,656* SHARES ----------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY ----------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,105,656* PERSON ----------------------------------------- WITH 10 SHARED DISPOSITIVE POWER - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,105,656* (Page 4 of 20 Pages) - ----------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.1% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ----------------------------------------------------------------------------- *Beneficial ownership amounts disclosed herein assume conversion of shares of Series F Senior Convertible Preferred Stock and Series G Senior Non-Voting Convertible Preferred Stock of Greenbriar Corporation ("Greenbriar") into shares of common stock of Greenbriar. The reporting person expressly disclaims beneficial ownership with respect to any shares. (Page 5 of 20 Pages) CUSIP NO. 393648-10-0 - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Lone Star Opportunity Fund, L.P. - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ----------------------------------------------------------------------------- 5 CHECK 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 1,105,656* SHARES ----------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY ----------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,105,656* PERSON ----------------------------------------- WITH 10 SHARED DISPOSITIVE POWER - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,105,656* (Page 6 of 20 Pages) - ----------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.1% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ----------------------------------------------------------------------------- *Beneficial ownership amounts disclosed herein assume conversion of shares of Series F Senior Convertible Preferred Stock and Series G Senior Non-Voting Convertible Preferred Stock of Greenbriar Corporation ("Greenbriar") into shares of common stock of Greenbriar. The reporting person expressly disclaims beneficial ownership with respect to any shares. (Page 7 of 20 Pages) CUSIP NO. 393648-10-0 - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Lone Star Partner, L.P. - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ----------------------------------------------------------------------------- 5 CHECK 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 1,105,656* SHARES ----------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY ----------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,105,656* PERSON ----------------------------------------- WITH 10 SHARED DISPOSITIVE POWER - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,105,656* (Page 8 of 20 Pages) - ----------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.1% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ----------------------------------------------------------------------------- *Beneficial ownership amounts disclosed herein assume conversion of shares of Series F Senior Convertible Preferred Stock and Series G Senior Non-Voting Convertible Preferred Stock of Greenbriar Corporation ("Greenbriar") into shares of common stock of Greenbriar. The reporting person expressly disclaims beneficial ownership with respect to any shares. (Page 9 of 20 Pages) CUSIP NO. 393648-10-0 - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Lone Star Management Co., Ltd. - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ----------------------------------------------------------------------------- 5 CHECK 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 1,105,656* SHARES ----------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY ----------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,105,656* PERSON ----------------------------------------- WITH 10 SHARED DISPOSITIVE POWER - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,105,656* (Page 10 of 20 Pages) - ----------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.1% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ----------------------------------------------------------------------------- *Beneficial ownership amounts disclosed herein assume conversion of shares of Series F Senior Convertible Preferred Stock and Series G Senior Non-Voting Convertible Preferred Stock of Greenbriar Corporation ("Greenbriar") into shares of common stock of Greenbriar. The reporting person expressly disclaims beneficial ownership with respect to any shares. (Page 11 of 20 Pages) CUSIP NO. 393648-10-0 - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Hudson Advisors, L.L.C. - ---------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ----------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,105,656* SHARES ----------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY ----------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,105,656* PERSON ----------------------------------------- WITH 10 SHARED DISPOSITIVE POWER - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,105,656* (Page 12 of 20 Pages) - ----------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.1% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ----------------------------------------------------------------------------- *Beneficial ownership amounts disclosed herein assume conversion of shares of Series F Senior Convertible Preferred Stock and Series G Senior Non-Voting Convertible Preferred Stock of Greenbriar Corporation ("Greenbriar") into shares of common stock of Greenbriar. The reporting person expressly disclaims beneficial ownership with respect to any shares. (Page 13 of 20 Pages) Item 1. Security and Issuer. This statement relates to the common stock, $0.01 par value per share (the "Common Stock"), of Greenbriar Corporation, a Nevada corporation ("Greenbriar"). The address of the principal executive offices of Greenbriar is 4265 Kellway Circle, Addison, Texas 75244. Beneficial ownership of the Common Stock reported in this statement is attributable to beneficial ownership of shares of the Preferred Stock (defined below) which are convertible into shares of Common Stock after the earlier of (i) January 13, 2000 or (ii) the occurrence of certain events more fully described in the Stock Purchase Agreement dated as of December 31, 1997 between Greenbriar and Lone Star filed as Exhibit 1 hereto (the "Stock Purchase Agreement"), the Certificate of Voting Powers, Designations, Preferences and Relative, Participating, Optional or other Special Rights of Series F Senior Convertible Preferred Stock filed as Exhibit 2 hereto (the "Series F Certificate of Designation") and the Certificate of Voting Powers, Designations, Preferences and Relative, Participating, Optional or Other Special Rights of Series G Senior Non-Voting Convertible Preferred Stock filed as Exhibit 3 hereto (the "Series G Certificate of Designation," and together with the Series F Certificate of Designation, the "Certificates of Designation"). Item 2. Identity and Background. This statement is filed on behalf of LSOF Pooled Equity, L.P., a Delaware limited partnership ("Pooled Equity"). The general partner of Pooled Equity is LSOF GenPar, Inc., a Delaware corporation ("GenPar"). The sole stockholder of GenPar is Lone Star Opportunity Fund, L.P. ("Lone Star"). The general partner of Lone Star is Lone Star Partner, L.P., a Delaware limited partnership ("Partner"). The general partner of Partner is Lone Star Management Co., Ltd., a Delaware corporation ("Management"). Hudson Advisors, L.L.C., a Texas limited liability company ("Hudson"), is the asset manager of the Common Stock, pursuant to an Asset Management Agreement. John P. Grayken ("Grayken"), a resident of the United Kingdom, is the sole stockholder, sole director and President of Management and the sole beneficial owner of Hudson. However, Grayken disclaims beneficial ownership in the Common Stock. GenPar, Lone Star, Partner, Management and Hudson are herein referred to as "Control Persons." The address of the principal offices and business address of Pooled Equity, Lone Star, Partner, Management and Hudson is 600 North Pearl Street, Suite 1500, Dallas, Texas 75201, and the business address of Grayken, is 50 Welbeck Street, London, United Kingdom, W1M7HE. Pooled Equity, GenPar, Lone Star, Partner, Management and Hudson are all part of a private investment partnership investing in a broad range of primarily real estate related investments. Lone Star's investors are primarily pension funds and other institutional investors. Grayken's principal occupation is serving in the aforementioned offices of Management. None of Pooled Equity, GenPar, Lone Star, Partner, Management, Grayken or Hudson has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). None of Pooled Equity, GenPar, Lone Star, Partner, Management, Grayken or Hudson has, during the last five years, been a party to a civil proceeding of a (Page 14 of 20 Pages) judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. Item 3. Source and Amount of Funds or Other Consideration. On January 13, 1998, Lone Star purchased (i) 1,400,000 shares of Greenbriar's Series F Senior Convertible Preferred Stock (the "Series F Preferred"), $0.10 par value per share, at a purchase price of $10.00 per share and (ii) 800,000 shares of Greenbriar's Series G Senior Non-Voting Convertible Preferred Stock $0.10 par value per share ("Series G Preferred"), at a purchase price of $10.00 per share. The Series F Preferred and Series G Preferred (collectively, the "Preferred Stock") are convertible, subject to the terms of the Preferred Stock, into shares of Common Stock, based on a conversion price of $17.50 per share of Common Stock (subject to antidilution provisions). The aggregate purchase price for the Preferred Stock was $22,000,000 and was funded by capital contributions from Lone Star's partners. Lone Star assigned the Preferred Stock to LSOF Greenbriar, L.L.C., a Delaware limited liability and wholly owned subsidiary of Lone Star ("LSOF Greenbriar") pursuant to an Assignment and Assumption Agreement dated January 13, 1998. On July 23, 1998, LSOF Greenbriar assigned the Preferred Stock to Pooled Equity. On February 1, 2000 Greenbriar redeemed 189,381 shares of Series G Preferred owned directly by Pooled Equity for an aggregate price of $2,500,000, which equals a price of $13.20 per share. On February 4, 2000, Greenbriar redeemed 75,722 shares of Series G Preferred owned directly by Pooled Equity for an aggregate price of $1,000,000, which equals a price of $13.20 per share. Item 4. Purpose of the Transaction. The transactions described in Item 3 above occurred as a result of privately negotiated transactions with Greenbriar. Lone Star acquired the Preferred Stock for investment purposes. In a letter agreement between LSOF Greenbriar and Greenbriar dated January 31, 2000 (the "First Letter Agreement") filed as Exhibit 6 hereto, Greenbriar agreed to use all proceeds, after payment of reasonable out-of-pocket expenses, from the sale or refinancing of capital assets to redeem shares of Preferred Stock. On March 1, 2000, LSOF Greenbriar assigned all of its rights in such letter agreement to Pooled Equity pursuant to an Assignment of Rights filed as Exhibit 8 hereto. The terms of the Series F Preferred and the Series G Preferred are substantially similar except that the terms of the Series F Preferred include the right of the holders of the Series F Stock, acting separately as a class, to elect one member of the Board of Directors of Greenbriar and the right to elect directors constituting 70% of the Board of Greenbriar in the event Greenbriar breaches certain covenants contained in the Stock Purchase Agreement and the Series F Certificate of Designation which relates to the transaction described in the first paragraph of Item 3 above. The terms of the Series F Preferred and the Series G Preferred include the right of the holders of the Preferred Stock to vote as classes on (i) any amendment, alteration or repeal of Greenbriar's Articles of Incorporation of Bylaws, (ii) authorization, creation or issuance of, or the increase in the authorized amount of, any securities ranking in parity with or prior to the Preferred Stock in payment of dividends or in the (Page 15 of 20 Pages) distribution of assets upon liquidation, dissolution or winding up of Greenbriar, or any securities convertible into such securities, (iii) the merger or consolidation of Greenbriar (subject to certain exceptions), or (iv) any reorganization, restructuring, recapitalization, or other similar transaction of Greenbriar (subject to certain exceptions). The terms of each class of Preferred Stock also include certain other remedies available to the holders of the Preferred Stock in the event Greenbriar breaches certain covenants contained in the Stock Purchase Agreement and the Certificates of Designation, including, but not limited to the right of the holders of the Preferred Stock or require Greenbriar to repurchase the Preferred Stock. Other than as described above, none of Pooled Equity or any Control Person has any present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. Pooled Equity and each Control Person beneficially owns and has the power to vote and dispose of 1,105,656 shares of Common Stock as described above (which is approximately 14.1% of the shares of Common Stock outstanding on September 30, 1999 based on Greenbriar's Form 10Q). Except as described in Item 3, none of Pooled Equity or any Control Person has effected any transaction in any shares of Common Stock during the past sixty days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Certain rights relating to the Preferred Stock granted to Pooled Equity, as an assignee of Lone Star and LSOF Greenbriar, by Greenbriar are set forth in the Stock Purchase Agreement. Additional rights relating to the Preferred Stock granted to Pooled Equity are set forth in the Certificates of Designation. Certain registration rights granted to Pooled Equity are set forth in a Registration Rights Agreement dated as of December 31, 1997 filed as Exhibit 4 hereto. In connection with the purchase of the Preferred Stock, Greenbriar and Lone Star entered into an Agreement filed as Exhibit 5 hereto which generally provides that Greenbriar is obligated to make a cash payment to the holder of the Preferred Stock sufficient to provide a 20% annual rate of return on Lone Star's purchase of the Preferred Stock (including dividends received by such holder) upon conversion of the Preferred Stock into Common Stock, or in certain other events including, a repurchase of the Preferred Stock by Greenbriar based upon a breach by Greenbriar of certain provisions in the Stock Purchase Agreement. Pursuant to the First Letter Agreement Greenbriar has agreed to use all proceeds, after payment of reasonable out-of-pocket expenses, from the sale or refinancing of any capital assets to redeem shares of Preferred Stock. Item 7. Material to be Filed as Exhibits. 1. Stock Purchase Agreement dated as of December 31, 1997 between Greenbriar and Lone Star. (Page 16 of 20 Pages) 2. Certificate of Voting Powers, Designations, Preferences and Relative, Participating, Optional or Other Special Rights of Series F Senior Convertible Preferred Stock of Greenbriar Corporation. 3. Certificate of Voting Powers, Designations, Preferences and Relative, Participating, Optional or Other Special Rights of Series G Senior Non-Voting Convertible Preferred Stock of Greenbriar Corporation. 4. Registration Rights Agreement dated as of January 13, 1998 between Greenbriar and Lone Star. 5. Agreement dated as of December 31, 1997 between Greenbriar and Lone Star. 6. Letter Agreement dated as of January 31, 2000 between LSOF Greenbriar and Greenbriar. 7. Letter Agreement dated as of February 4, 2000 between LSOF Greenbriar and Greenbriar. 8. Assignment of Rights dated March 1, 2000 between LSOF Greenbriar and Pooled Equity. (Page 17 of 20 Pages) SIGNATURE 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: April 6, 2000 LSOF POOLED EQUITY, L.P. By: LSOF GenPar, Inc., its General Partner By: /s/ Benjamin D. Velvin, III --------------------------- Benjamin D. Velvin, III Vice President Date: April 6, 2000 LSOF GENPAR, INC. By: /s/ Benjamin D. Velvin, III --------------------------- Benjamin D. Velvin, III Vice President Date: April 6, 2000 LONE STAR OPPORTUNITY FUND, L.P. By: Lone Star Partner, L.P., its General Partner By: Lone Star Management Co., Ltd., its General Partner By: /s/ Benjamin D. Velvin, III --------------------------- Benjamin D. Velvin, III Vice President Date: April 6, 2000 LONE STAR PARTNER, L.P. By: Lone Star Management Co., Ltd., its General Partner By: /s/ Benjamin D. Velvin, III --------------------------- Benjamin D. Velvin, III Vice President (Page 18 of 20 Pages) Date: April 6, 2000 LONE STAR MANAGEMENT CO., LTD. By: /s/ Benjamin D. Velvin, III --------------------------- Benjamin D. Velvin, III Vice President Date: April 6, 2000 HUDSON ADVISORS, L.L.C. By: /s/ Benjamin D. Velvin, III --------------------------- Benjamin D. Velvin, III Vice President (Page 19 of 20 Pages) EXHIBIT INDEX 99.1 Stock Purchase Agreement dated as of December 31, 1997 between Greenbriar and Lone Star.* 99.2 Certificate of Voting Powers, Designations, Preferences and Relative, Participating, Optional or Other Special Rights of Series F Senior Convertible Preferred Stock of Greenbriar Corporation.* 99.3 Certificate of Voting Powers, Designations, Preferences and Relative, Participating, Optional or other Special Rights of Series G Senior Non-Voting Convertible Preferred Stock of Greenbriar Corporation.* 99.4 Registration Rights Agreement dated as of January 13, 1998 between Greenbriar and Lone Star.* 99.5 Agreement dated as of December 31, 1997 between Greenbriar and Lone Star.* 99.6 Letter Agreement dated January 31, 2000 between LSOF Greenbriar and Greenbriar. 99.7 Letter Agreement dated February 4, 2000 between LSOF Greenbriar and Greenbriar. 99.8 Assignment of Rights dated March 1, 2000 between LSOF Greenbriar and Pooled Equity. * Incorporated by reference to the Schedule 13D filed on behalf of Lone Star Opportunity Fund, L.P. on January 22, 1998. (Page 20 of 20 Pages) EX-99 2 99-6 Exhibit 99.6 Letter Agreement dated January 31, 2000 between LSOF Greenbriar and Greenbriar January 31, 2000 Greenbriar Corporation Attention: Gene S. Bertcher 4265 Kellway Circle Addison, Texas 75001 Re: Preferred Stock Redemption -------------------------- Ladies and Gentlemen: This letter sets forth our understanding of the agreement between Greenbriar Corporation ("Greenbriar") and LSOF Greenbriar, L.L.C. ("Lone Star") regarding Greenbriar's agreement to redeem shares of Greenbriar's Series F Senior Convertible Preferred Stock (the "Series F Stock") and Series G Senior Non-Voting Convertible Preferred Stock (the "Series G Stock," and together with the Series F Stock, the "Preferred Stock") held by Lone Star. 1. Redemption. Greenbriar and Lone Star agree that on February 1, 2000, Greenbriar will redeem 189,381 shares of Series G Stock, as calculated in accordance with Exhibit A attached hereto, for an aggregate redemption price of $2.5 million (the "Redeemed Stock"). Within three (3) business days after receipt of funds for such redemption, Lone Star will tender its certificate representing the Redeemed Stock. Greenbriar shall issue a new certificate for the balance of the unredeemed shares. 2. Future Redemptions. Greenbriar and Lone Star further agree that within five business days after (i) the sale of any capital assets, or (ii) the refinancing of any capital assets, including without limitation, the Beaverton land sale, the Rose Garden Community sale or refinancing, the Texarkana land sale and the office building sale (the "Specific Transactions"), Greenbriar shall use all proceeds, after payment of reasonable out-of-pocket expenses (the "Net Proceeds"), to redeem additional shares of Preferred Stock. All redemptions will be: (i) of Series G Stock until all Series G Stock has been redeemed, and thereafter of Series F Stock and (ii) for that number of shares determined in the same manner as the number of shares of Redeemed Stock is calculated in Exhibit A, provided that the determination of the 20% IRR Lookback will be made as of the date immediately preceding the applicable redemption date. Greenbriar will use its best efforts to consummate each of the Specified Transactions as promptly as is reasonably practicable. 3. Capital Expenditure Curtailment. Greenbriar agrees to curtail all capital expenditures other than those which are necessary and essential, pending the complete redemption of the Preferred Stock. 4. Governing Law. This letter agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflicts of law. If the above understanding is satisfactory to Greenbriar, please sign this letter in the space indicated below and return a signed copy to Lone Star at the address set forth above, attention: Len Allen, whereupon this letter agreement shall become a binding agreement upon the parties hereto and their respective survivors and assigns. LSOF GREENBRIAR, L.L.C. By: /s/Les W. Allen, Jr. ---------------------------- Name: Les W. Allen, Jr. Title: Vice President Acknowledged and Agreed to by: GREENBRIAR CORPORATION By: /s/ Gene S. Bertcher ---------------------------------- Name: Gene S. Bertcher Title: Executive Vice President 2 Exhibit A Preferred Stock Redemption Calculation: - -------------------------------------- Preferred Stock Investment: $22,000,000 20% IRR Lookback (as of 2/1/00): $7,042,000 ------------ Total as of 2/1/00: $29,042,000 Preferred Stock Investment (as % of Total): 75.75% Pro-Rata Share of Current Redemption Allocated to Preferred Stock: $1,893,809 Number of Shares Redeemed (10:1): 189,381 Pro-Rata Share of Current Redemption Allocated to Lookback: $606,191 3 EX-99 3 99-7 Exhibit 99.7 Letter Agreement dated February 4, 2000 between LSOF Greenbriar and Greenbriar February 4, 2000 Greenbriar Corporation Attention: Gene S. Bertcher 4265 Kellway Circle Addison, Texas 75001 Re: Preferred Stock Redemption from the Beaverton Land Sale ------------------------------------------------------- Ladies and Gentlemen: Reference is made to that certain letter agreement (the "Original Redemption Letter") dated January 31, 2000 between Greenbriar Corporation ("Greenbriar") and LSOF Greenbriar, L.L.C. ("Lone Star"). In Paragraph 2, of the Original Redemption Letter, Greenbriar agreed to use all proceeds, after payment of reasonable out-of-pocket expenses (the "Net Proceeds"), from the Beaverton land sale to redeem, first, shares of its Series G Senior Non-Voting Convertible Stock (the "Series G Preferred Stock"), and then, shares of its Series F Senior Convertible Preferred Stock (the "Series F Preferred Stock," and together with the Series G Preferred Stock, the "Preferred Stock"). The Beaverton land sale has occurred and Greenbriar has $1 million of Net Proceeds from such sale. This letter sets forth our understanding of the agreement between Greenbriar and Lone Star regarding the required redemption of Preferred Stock for the Beaverton land sale pursuant to Paragraph 2 of the Original Redemption Letter. 5. Redemption. Greenbriar and Lone Star agree that on February 4, 2000, Greenbriar will redeem 75,722 shares of Series G Stock, as calculated in accordance with Exhibit A attached hereto, for an aggregate redemption price of $1 million. Greenbriar shall issue a new certificate for the balance of the unredeemed shares after giving effect to the redemption pursuant to Paragraph 1 of the Original Redemption Letter and redemption described in this letter. 6. Original Redemption Letter in Effect. Nothing in this letter shall be deemed an amendment, release or waiver of the Original Redemption Letter. The Original Redemption Letter shall remain in full force and effect. 7. Governing Law. This letter agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflicts of law. If the above understanding is satisfactory to Greenbriar, please sign this letter in the space indicated below and return a signed copy to Lone Star at the address set forth above, attention: Len Allen, whereupon this letter agreement shall become a binding agreement upon the parties hereto and their respective survivors and assigns. LSOF GREENBRIAR, L.L.C. By: /s/ Les W. Allen, Jr. ---------------------------------- Name: Les W. Allen, Jr. Title: Vice President Acknowledged and Agreed to by: GREENBRIAR CORPORATION By: /s/ Gene S. Bertcher ----------------------------------- Name: Gene S. Bertcher Title: Executive Vice President 2 Exhibit A Preferred Stock Redemption Calculation: - -------------------------------------- Preferred Stock Investment (as of 2/4/00): $20,106,191 20% IRR Lookback (as of 2/4/00): $6,446,388 ------------ Total as of 2/4/00: $26,552,579 Preferred Stock Investment (as % of Total): 75.72% Pro-Rata Share of Current Redemption Allocated to Preferred Stock: $757,222 Number of Shares Redeemed (10:1): 75,722 Pro-Rata Share of Current Redemption Allocated to Lookback: $242,778 3 EX-99 4 99-8 Exhibit 99.8 Assignment of Rights dated March 1, 2000 between LSOF Greenbriar and Greenbriar ASSIGNMENT OF RIGHTS This Assignment of Rights (this "Assignment") is dated as of March 1, 2000 between LSOF Greenbriar, L.L.C., a Delaware limited liability company ("LSOF Greenbriar"), and LSOF Pooled Equity, L.P., a Delaware limited partnership ("Pooled Equity"). WHEREAS, LSOF Greenbriar and Greenbriar Corporation, a Nevada corporation ("Greenbriar") entered into two separate letter agreements on January 31, 2000 and February 4, 2000 (collectively, the "Letter Agreements") regarding the redemption by Greenbriar of its Series F Senior Convertible Preferred Stock and Series G Senior Non-Voting Convertible Preferred Stock (collectively, the "Preferred Stock"); WHEREAS, LSOF Greenbriar assigned its ownership in the Preferred Stock to Pooled Equity; and WHEREAS, due to Pooled Equity's ownership of the Preferred Stock, LSOF Greenbriar intends to assign all of its right, title and interests in the Letter Agreements to Pooled Equity. NOW THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, effective as of the date hereof LSOF Greenbriar hereby assigns all of its right, title and interest in and to the Letter Agreements to Pooled Equity. Furthermore, all references in the Letter Agreements to LSOF Greenbriar shall be deemed references to Pooled Equity. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the undersigned has caused this assignment to be executed on the date first written above. LSOF GREENBRIAR, L.L.C. By: Lone Star Opportunity Fund, L.P., its Managing Member By: Lone Star Partner, L.P. its General Partner By: Lone Star Management Co., Ltd., its General Partner By: /s/ Benjamin D. Velvin, III --------------------------- Benjamin D. Velvin, III Vice President CONSENTED AND AGREED TO: LSOF POOLED EQUITY, L.P. By: LSOF GenPar, Inc., its General Partner By: /s/ Benjamin D. Velvin, III --------------------------- Benjamin D. Velvin, III Vice President -----END PRIVACY-ENHANCED MESSAGE-----