-----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, CeRDjwnT/f44dS6XqCOtRZ1Vq73hwV2bozIJ86YJOR/XQTg2CJfMjM4D+KovmDCI nYO3XGbJ8l2l0E5+vNdLGg== /in/edgar/work/20001103/0000909518-00-000690/0000909518-00-000690.txt : 20001106 0000909518-00-000690.hdr.sgml : 20001106 ACCESSION NUMBER: 0000909518-00-000690 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001103 GROUP MEMBERS: HUDSON ADVISORS, L.L.C. GROUP MEMBERS: JOHN P. GRAYKEN 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 GROUP MEMBERS: TERLINGUA ADVISORS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREENBRIAR CORP CENTRAL INDEX KEY: 0000105744 STANDARD INDUSTRIAL CLASSIFICATION: [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: 752872 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 0001.txt ================================================================================ 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. 4)1 GREENBRIAR CORPORATION ----------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share ----------------------------------------------------------------------------- (Title of Class of Securities) 393648-10-0 ---------------------------------------------------------------------------- (CUSIP Number) J.D. Dell Lone Star Opportunity Fund, L.P. 600 North Pearl Street, Suite 1550 Dallas, Texas 75201 (214) 754-8300 ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 3, 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. (Continued on following pages) (Page 1 of 21 Pages) - ----------------------------- 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). - ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 2 of 21 Pages - ----------------------------------------------------------------------------- ============================================================================= 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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* OO - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 27,502,855 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ----------------------------------------------------------------------------- 8 SHARED VOTING POWER - ----------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 27,502,855 - ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,502,855 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.7% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ============================================================================= *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 3 of 21 Pages - ----------------------------------------------------------------------------- ============================================================================= 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TERLINGUA ADVISORS, INC. - ----------------------------------------------------------------------------- 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 ITEM 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,200 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ----------------------------------------------------------------------------- 8 SHARED VOTING POWER - ----------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 2,200 - ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,200 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.03% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ============================================================================= *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 4 of 21 Pages - ----------------------------------------------------------------------------- ============================================================================= 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 27,502,855 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ----------------------------------------------------------------------------- 8 SHARED VOTING POWER - ----------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 27,502,855 - ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,502,855 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.7% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ============================================================================= *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 5 of 21 Pages - ----------------------------------------------------------------------------- ============================================================================= 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 27,502,855 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ----------------------------------------------------------------------------- 8 SHARED VOTING POWER - ----------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 27,502,855 - ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,502,855 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.7% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ============================================================================= *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 6 of 21 Pages - ----------------------------------------------------------------------------- ============================================================================= 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 27,502,855 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ----------------------------------------------------------------------------- 8 SHARED VOTING POWER - ----------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 27,502,855 - ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,502,855 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.7% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN ============================================================================= *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 7 of 21 Pages - ----------------------------------------------------------------------------- ============================================================================= 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 27,502,855 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ----------------------------------------------------------------------------- 8 SHARED VOTING POWER - ----------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 27,502,855 - ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,502,855 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.7% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ============================================================================= *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 8 of 21 Pages - ----------------------------------------------------------------------------- ============================================================================= 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS - ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 27,505,055 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ----------------------------------------------------------------------------- 8 SHARED VOTING POWER - ----------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 27,505,055 - ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,505,055* - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.7% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO ============================================================================= *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 9 of 21 Pages - ----------------------------------------------------------------------------- ============================================================================= 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JOHN P. GRAYKEN - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION IRELAND - ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 27,505,055 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ----------------------------------------------------------------------------- 8 SHARED VOTING POWER - ----------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 27,505,055 - ----------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,505,055 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.7% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ============================================================================= *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 10 of 21 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. 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. Hudson is the sole stockholder of Terlingua Advisors, Inc., a Delaware corporation ("Terlingua"). 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 and Management is 600 North Pearl Street, Suite 1550, Dallas, Texas 75201. The address of the principal offices and business address of Hudson and Terlingua is 600 North Pearl Street, Suite 1500, Dallas, Texas 75201. The business address of Grayken, is 50 Welbeck Street, London, United Kingdom, W1M7HE. Pooled Equity, GenPar, Lone Star, Partner, Management, Hudson and Terlingua 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, Hudson, Terlingua or Grayken 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, Hudson, Terlingua or Grayken has, during the last five years, been a party to a civil proceeding of a 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. Other Information - ----------------- Attached as Schedule I hereto is a list of the directors and executive officers of GenPar, Management and Hudson, which contains the following information with respect to each person: (i) name; (ii) principal business address; and (iii) present principal occupation or employment. None of the entities or persons identified on Schedule I hereto has, during the last five years, been convicted in a criminal proceeding (excluding - ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 11 of 21 Pages - ----------------------------------------------------------------------------- traffic violations or similar misdemeanors). None of the entities or persons identified on Schedule I hereto has, during the last five years, been a party to a civil proceeding of a 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. Each person identified on Schedule I hereto is a United States citizen. 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 (the "Series G Preferred"), at a purchase price of $10.00 per share. The Series F Preferred and Series G Preferred (collectively, the "Preferred Stock") were 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. 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. The terms of the Preferred Stock are set forth in (i) the Stock Purchase Agreement dated as of December 31, 1997 between Greenbriar and Lone Star filed as Exhibit 1 hereto (the "Stock Purchase Agreement"), (ii) 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 (iii) 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"). 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. Such redemption was pursuant to a letter agreement between LSOF Greenbriar and Greenbriar dated January 31, 2000 (the "First Letter Agreement"), filed as Exhibit 6 hereto, whereby 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 "Assignment of Rights"). 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. Such redemption was pursuant to a letter agreement between LSOF Greenbriar and Greenbriar dated February 4, 2000 filed as Exhibit 7 hereto. On March 1, 2000, LSOF Greenbriar assigned all of its rights in such letter agreement to Pooled Equity pursuant to the Assignment of Rights. On April 14, 2000 Greenbriar redeemed 37,200 shares of Series G Preferred owned directly by Pooled Equity for an aggregate price of $500,000, which equals a price of $13.44 per share. Such redemption was pursuant to a letter agreement between Pooled Equity and Greenbriar dated April 14, 2000 filed as Exhibit 9 hereto. While conducting due diligence in response to certain discussions with Greenbriar to modify and/or extend certain provisions of the Certificates of Designation, Pooled Equity learned and verified through review of Greenbriar's corporate records that, since the date of issuance of the Series F Preferred and the Series G Preferred, Greenbriar has issued (the "Option Issuances") various - ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 12 of 21 Pages - ----------------------------------------------------------------------------- options (each a "Stock Option") to purchase shares of Common Stock to certain employees, officers and directors of Greenbriar. Greenbriar never notified Pooled Equity or any of its affiliates of these issuances, as required by the Certificates of Designation. These Option Issuances triggered the antidilution provisions under the Certificates of Designation, which provisions provide that the conversion price for the Preferred Stock shall be adjusted downward, based on the exercise prices per share of Common Stock with respect to these Option Issuances. The lowest exercise price for any Stock Option is $0.69 per share of Common Stock. Consequently, the conversion price for the Series F Preferred and the Series G Preferred has been automatically (and without further action on the part of Greenbriar or Pooled Equity) adjusted downward from $17.50 per share of Common Stock to $0.69 per share of Common Stock. As a result, each share of Preferred Stock, which had a liquidation preference of $10.00 per share, has become convertible into approximately 14.49 shares of Common Stock. On October 26, 2000, Terlingua purchased 2,200 shares (the "Terlingua Shares") of Common Stock on the open market for a purchase price of $0.75 per share. The aggregate purchase price for the Terlingua Shares was $1650.00 and was funded from working capital of Terlingua. On October 30, 2000, Pooled Equity delivered to Greenbriar a written Notice of Conversion (the "Conversion Notice"), filed as Exhibit 10 hereto, whereby Pooled Equity elected to convert the (i) 1,400,000 shares of Series F Preferred and (ii) 497,697 shares of Series G Preferred owned by it (a total of 1,897,697 shares of Preferred Stock) into 27,502,855 shares of Common Stock. The Conversion Notice directed the Company to immediately issue to Pooled Equity the lesser of (i) 6,955,135 shares of Common Stock and (ii) such number of shares of Common Stock that would equal 49.8% of the outstanding Common Stock. The Conversion Notice also directed the Company to issue the remaining shares (the "Remaining Common Shares") of Common Stock due to Pooled Equity as a result of the conversion of the Preferred Stock upon written notice from Pooled Equity that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 had expired or terminated (or such act was no longer applicable) with respect the conversion of the Preferred Stock. On October 31, 2000, Greenbriar notified Pooled Equity that, in Greenbriar's opinion, the Conversion Notice may be invalid and/or that Pooled Equity may not have perfected its conversion rights with respect to the Preferred Stock. While Pooled Equity believes that it has delivered a valid Conversion Notice, Pooled Equity has proposed to Greenbriar a consensual restructuring of the terms of Pooled Equity's investment in Greenbriar. Such restructuring may involve the rescission by Pooled Equity of the Conversion Notice. Greenbriar has advised Pooled Equity that its board of directors (the "Board of Directors") must consider any restructuring proposals and will do so at a meeting of the Board of Directors to be held the week of November 6, 2000. Consequently, at this time, there can be no assurance that Pooled Equity or Greenbriar will be able to agree upon the terms of any such consensual restructuring or that the Conversion Notice will be rescinded. In response to Greenbriar's allegation that the Conversion Notice may be invalid and/or that Pooled Equity may not have perfected its conversion rights with respect to the Preferred Stock, on November 3, 2000, Pooled Equity filed a petition (the "Petition") in State District Court in Dallas County, Texas seeking a judgment declaring that the Conversion Notice is valid and effective as of October 30, 2000 and that it is entitled to convert the Preferred Stock into Common Stock at a price of $0.69 per share of Common Stock. Additionally, Pooled Equity seeks a permanent injunction barring Greenbriar from taking any action that would impair or prejudice Pooled Equity's rights in the Preferred Stock and Common Stock. As of the time of filing of this Amendment No. 4 to Schedule 13D, the Court had not acted on Pooled Equity's Petition. A copy of the Petition is attached hereto as Exhibit 11. - ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 13 of 21 Pages - ----------------------------------------------------------------------------- ITEM 4. PURPOSE OF THE TRANSACTION. The transactions described in Item 3 above occurred as a result of privately negotiated transactions with Greenbriar. In each case, Lone Star acquired the Preferred Stock and the Common Stock issuable upon conversion thereof and Terlingua acquired the Terlingua Shares for investment purposes. Once the Remaining Common Shares are issued to Pooled Equity and Pooled Equity thereby becomes a majority Stockholder of Greenbriar, Pooled Equity intends to seek majority representation on the board of directors of Greenbriar as promptly as is practicable and, through such board representation, influence the management of Greenbriar. While Pooled Equity does not have any plans for any extraordinary corporate or sale transactions involving Greenbriar, Pooled Equity intends to consider strategic alternatives to maximize stockholder value. Pooled Equity intends to make open market purchases of Common Stock from time to time. 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, GenPar, Lone Star, Partner, and Management each beneficially owns and has the sole power to vote and dispose of 27,502,855 shares of Common Stock as described above (which, upon conversion of the Preferred Stock, would be approximately 79.7% of the shares of Common Stock based on the information as to the number of shares of Common Stock outstanding on August 11, 2000, as reported in Greenbriar's Quarterly Report on Form 10-Q for the period ended June 30, 2000). Hudson and Grayken each beneficially owns and has the sole power to vote and dispose of 27,505,055 shares of Common Stock as described above (which, upon conversion of the Preferred Stock, would be approximately 79.7% of the shares of Common Stock based on the information as to the number of shares of Common Stock outstanding on August 11, 2000, as reported Greenbriar's Quarterly Report on Form 10-Q for the period ended June 30, 2000). Terlingua beneficially owns and has the sole power to vote and dispose of 2,200 shares of Common Stock as described above (which, upon conversion of the Preferred Stock, would be approximately 0.1% of the shares of Common Stock based on the information as to the number of shares of Common Stock outstanding on August 11, 2000, as reported Greenbriar's Quarterly Report on Form 10-Q for the period ended June 30, 2000). 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 (the "Make-Whole 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 all 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. Upon the conversion of the Preferred - ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 14 of 21 Pages - ----------------------------------------------------------------------------- Stock into Common Stock, an estimated payment (as determined by Pooled Equity) of approximately $11 million became due from Greenbriar to Pooled Equity pursuant to the Make-Whole Agreement. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Stock Purchase Agreement dated as of December 31, 1997 between Greenbriar and Lone Star. 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. 9. Letter Agreement dated as of April 14, 2000 between Pooled Equity and Greenbriar. 10. Notice of Conversion dated as of October 30, 2000 from Pooled Equity to Greenbriar. 11. Pooled Equity's Original Petition (Cause No. 00-08824-I), filed on November 3, 2000, in State District Court, Dallas County, Texas. - ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 15 of 21 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: November 3, 2000 LSOF POOLED EQUITY, L.P. By: LSOF GenPar, Inc., its General Partner By:/s/ J.D. Dell ------------- J.D. Dell Vice President Date: November 3, 2000 LSOF GENPAR, INC. By:/s/ J.D. Dell ------------- J.D. Dell Vice President Date: November 3, 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/ J.D. Dell ------------- J.D. Dell Vice President - ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 16 of 21 Pages - ----------------------------------------------------------------------------- Date: November 3, 2000 LONE STAR PARTNER, L.P. By: Lone Star Management Co., Ltd., its: General Partner By:/s/ J.D. Dell ------------- J.D. Dell Vice President Date: November 3, 2000 LONE STAR MANAGEMENT CO., LTD. By:/s/ J.D. Dell ------------- J.D. Dell Vice President Date: November 3, 2000 HUDSON ADVISORS, L.L.C. By:/s/ J.D. Dell ------------- J.D. Dell Executive Vice President Date: November 3, 2000 TERLINGUA ADVISORS, INC. By:/s/ J.D. Dell ------------- J.D. Dell Vice President Date: November 3, 2000 /s/ John P. Grayken ------------------- John P. Grayken - ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 17 of 21 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.** 99.9 Letter Agreement dated April 14, 2000 between Pooled Equity and Greenbriar.*** 99.10 Notice of Conversion dated as of October 30, 2000 from Pooled Equity to Greenbriar.**** 99.11 Pooled Equity's Original Petition (Cause No. 00-08824-I), filed on November 3, 2000, in State District Court, Dallas County, Texas. *Incorporated by reference to the Schedule 13D filed on behalf of Lone Star Opportunity Fund, L.P. on January 22, 1998. **Incorporated by reference to the Schedule 13D (Amendment No. 1) filed on behalf of LSOF Pooled Equity, L.P. on April 6, 2000. ***Incorporated by reference to the Schedule 13D (Amendment No. 2) filed on behalf of LSOF Pooled Equity, L.P. on April 28, 2000. ****Incorporated by reference to the Schedule 13D (Amendment No. 3) filed on behalf of LSOF Pooled Equity, L.P. on November 2, 2000. - ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 18 of 21 Pages - ----------------------------------------------------------------------------- SCHEDULE I ---------- Instruction C. Information for Officers and Directors of GenPar, Management, Hudson and Terlingua. OFFICERS OF GENPAR Name: J.D. Dell Present Principal Occupation or Employment: Vice President Business Address: LSOF GenPar, Inc. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 Name: Benjamin D. Velvin, III Present Principal Occupation or Employment: Vice President and Assistant Secretary Business Address: LSOF GenPar, Inc. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 Name: Louis Paletta Present Principal Occupation or Employment: Vice President Business Address: LSOF GenPar, Inc. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 Name: Len W. Allen, Jr. Present Principal Occupation or Employment: Vice President Business Address: LSOF GenPar, Inc. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 - ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 19 of 21 Pages - ----------------------------------------------------------------------------- OFFICERS OF MANAGEMENT Name: J.D. Dell Present Principal Occupation or Employment: Vice President Business Address: Lone Star Management Co., Ltd. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 Name: Louis Paletta Present Principal Occupation or Employment: Vice President Business Address: Lone Star Management Co., Ltd. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 Name: Benjamin D. Velvin, III Present Principal Occupation or Employment: Vice President and Assistant Secretary Business Address: Lone Star Management Co., Ltd. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 - ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 20 of 21 Pages - ----------------------------------------------------------------------------- OFFICERS OF HUDSON Name: Robert J. Corcoran Present Principal Occupation or Employment: President and Chief Financial Officer Business Address: Hudson Advisors, L.L.C. 600 North Pearl Street Suite 1500 Dallas, Texas 75201 Name: J.D. Dell Present Principal Occupation or Employment: Executive Vice President Business Address: Hudson Advisors, L.L.C. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 - ----------------------------------------------------------------------------- CUSIP No. 393648-10-0 13D Page 21 of 21 Pages - ----------------------------------------------------------------------------- DIRECTORS & OFFICERS OF TERLINGUA Name: Robert J. Corcoran Present Principal Occupation or Employment: Director and President Business Address: Terlingua Advisors, Inc. 600 North Pearl Street Suite 1500 Dallas, Texas 75201 Name: J.D. Dell Present Principal Occupation or Employment: Director and Vice President Business Address: Terlingua Advisors, Inc. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 Name: Steven R. Shearer Present Principal Occupation or Employment: Vice President Business Address: Terlingua Advisors, Inc. 600 North Pearl Street Suite 1500 Dallas, Texas 75201 Name: Len W. Allen, Jr. Present Principal Occupation or Employment: Vice President Business Address: Terlingua Advisors, Inc. 600 North Pearl Street Suite 1550 Dallas, Texas 75201 EX-99 2 0002.txt EXHIBIT 99.11 EXHIBIT 99.11 POOLED EQUITY'S ORIGINAL PETITION --------------------------------- CAUSE NO. 00-08824-I LSOF POOLED EQUITY, L.P. ss. IN THE DISTRICT COURT ss. Plaintiff, ss. ss. v. ss. 162nd JUDICIAL DISTRICT ss. GREENBRIAR CORPORATION ss. ss. Defendant. ss. DALLAS COUNTY, TEXAS PLAINTIFF'S ORIGINAL PETITION ----------------------------- Plaintiff LSOF Pooled Equity, L.P. ("Pooled Equity") respectfully files this its Original Petition, and would show as follows: I. INTRODUCTION ------------ Pooled Equity is a preferred stockholder of Greenbriar Corporation ("Greenbriar"). Pooled Equity is entitled to convert its shares of Preferred Stock (as defined herein) of Greenbriar into shares of common stock of Greenbriar (the "Common Stock") at a conversion price of $0.69 per share of Common Stock. On October 30, 2000, Pooled Equity notified Greenbriar of its election to convert the Preferred Stock into Common Stock. However, Greenbriar has refused to comply with Pooled Equity's election. Accordingly, Pooled Equity seeks a judgment from the Court declaring that it has lawfully converted the Preferred Stock into Common Stock at a conversion price of $0.69 per share of Common Stock. Additionally, Pooled Equity seeks a temporary and permanent injunction barring Greenbriar from taking any action that would impair or prejudice Pooled Equity's rights in the Preferred Stock and the Common Stock. II. DISCOVERY --------- 1. Pooled Equity requests that discovery be conducted in this case under a Level 2 discovery control plan pursuant to Texas Rule of Civil Procedure 190.3. III. PARTIES ------- 2. Plaintiff Pooled Equity is a limited partnership organized and existing under the laws of the State of Delaware with its principal place of business in Dallas County, Texas. 3. Defendant Greenbriar is a corporation organized and existing under the laws of the State of Nevada with its principal place of business in Dallas County, Texas. Greenbriar may be served through its President James R. Gilley, at Greenbriar's principal place of business at 4265 Kellway Circle, Addison, Texas 75244. IV. JURISDICTION & VENUE -------------------- 4. The Court has subject matter jurisdiction because the amount in controversy exceeds the minimum jurisdictional limits of this Court. The Court has personal jurisdiction over Greenbriar because it has conducted business in the State of Texas by entering into contracts with Pooled Equity and other Texas residents, which contracts are performable, in whole or in part, in Texas. TEX. CIV. PRAC. & REM. CODEss.17.042. 5. Venue of this action is proper in Dallas County, Texas, pursuant to Section 15.002(a)(1) and (3) of the Texas Civil Practice and Remedies Code, because all or a substantial part of the events or omissions giving rise to the claim occurred in Dallas County, Texas and because Greenbriar maintains its principal office in Dallas County, Texas. V. FACTUAL BACKGROUND ------------------ 6. On January 13, 1998, a company affiliated with Pooled Equity purchased (i) 1,400,000 shares of Greenbriar's Series F Senior Convertible Preferred Stock (the "Series F Preferred"), and (ii) 800,000 shares of Greenbriar's Series G Senior Non-Voting Convertible Preferred Stock (the "Series G Preferred", and, collectively, the "Preferred Stock"). The aggregate purchase price Pooled Equity paid for the Preferred Stock was $22,000,000.2 - ----------------------- 2 Lone Star Opportunity Fund. L.P. ("Lone Star") initially purchased the Preferred Stock, which was assigned to LSOF Greenbriar, L.L.C ("LSOF Greenbriar"), a wholly owned subsidiary of Lone Star, pursuant to an Assignment and Assumption Agreement dated January 13, 1998. On July 23, 1998, LSOF Greenbriar assigned the Preferred Stock to Pooled Equity. 7. Subject to certain terms and conditions, the Preferred Stock was convertible into shares of Greenbriar Common Stock, at an initial conversion price of $17.50 per share of Common Stock. The terms governing such a conversion of the Preferred Stock are set forth in (i) the Certificate of Voting Powers, Designations, Preferences and Relative, Participating, Optional or other Special Rights of Series F Senior Convertible Preferred Stock (the "Series F Certificate of Designation") and (ii) the Certificate of Voting Powers, Designations, Preferences and Relative, Participating, Optional or Other Special Rights of Series G Senior Non-Voting Convertible Preferred Stock (the "Series G Certificate of Designation," which together with the Series F Certificate of Designation, shall be collectively referred to as the "Certificates of Designation"). True and correct copies of each of these documents are attached hereto as Exhibits "A" and "B," respectively, and incorporated herein for all purposes. 8. In late October 2000, while conducting due diligence related to a proposal by Greenbriar to defer the conversion provisions of the Certificates of Designation, Pooled Equity learned that, since the date of issuance of the Preferred Stock, Greenbriar had granted various options to purchase shares of Common Stock to certain employees, officers and directors of Greenbriar. The grant of these options triggered the anti-dilution provisions of the Certificates of Designation. 9. The anti-dilution provisions provide that, subject to certain limited exceptions, the conversion price for the Preferred Stock shall be adjusted, when, among other things, stock options are granted with an exercise price per share that is lower than the Preferred Stock conversion price. The lowest exercise price for a Greenbriar stock option which has been granted is $0.69 per share of Common Stock. Consequently, the conversion price for the Preferred Stock has fallen from $17.50 per share of Common Stock to $0.69 per share of Common Stock. 10. On October 30, 2000, Pooled Equity delivered to Greenbriar a written notice of conversion (the "Conversion Notice"), whereby Pooled Equity elected to convert the (i) 1,400,000 shares of Series F Preferred and (ii) 497,697 shares of Series G Preferred owned by it (a total of 1,897,697 shares of Preferred Stock) into shares of Common Stock.3 Assuming no accrued and unpaid dividends, such 1,897,697 shares of Preferred Stock are convertible into 27,502,855 shares of Common Stock at a conversion price of $0.69. A true and - -------------------------------- 3 Earlier this year 302,303 shares of the Series G Preferred were redeemed. correct copy of the Conversion Notice is attached hereto as Exhibit "D" and incorporated herein for all purposes. 11. The Conversion Notice directed Greenbriar to immediately issue to Pooled Equity the lesser of (i) 6,955,135 shares of Common Stock and (ii) such number of shares of Common Stock that would equal 49.8% of the outstanding Common Stock. The Conversion Notice also directed Greenbriar to issue the remaining shares of Common Stock due to Pooled Equity as a result of the conversion of the Preferred Stock upon written notice from Pooled Equity that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 had expired or terminated with respect to the conversion of the Preferred Stock, or was no longer available. 12. Greenbriar has refused to issue the Common Stock as requested in the Conversion Notice and has advanced various, but meritless, arguments as to why the Conversion Notice is allegedly not effective. In a tacit admission that the Conversion Notice is effective, Greenbriar sent out notices to its employees attempting to cancel the options that triggered the anti-dilution provisions set forth in the Certificates of Designation. As a matter of law, such notices cannot affect Pooled Equity's prior exercise of its conversion rights. 13. Finally, on November 2, 2000, Greenbriar informed Pooled Equity that based on a secretary's certificate of corporate resolutions (the "Corporate Resolutions"), the maximum number of shares reserved for issuance upon conversion is capped at 1,257,143. A true and correct copy of the Corporate Resolutions is attached hereto as Exhibit "E" and incorporated herein for all purposes. If Greenbriar is correct, and the number of shares of Common Stock reserved for issuance upon conversion of the Preferred Stock is so capped, then Greenbriar is in default under the Certificates of Designation for failing to reserve a sufficient number of shares of common stock to effect the conversion. This default triggers a variety of contractual remedies under the Certificates of Designation, including (i) penalty dividends, (ii) the right to appoint 70% of Greenbriar's board of directors and (iii) a Preferred Stock put right. VI. CAUSES OF ACTION ---------------- COUNT ONE: DECLARATORY JUDGMENT ------------------------------- 14. The allegations of paragraphs 1 through 13 are incorporated herein by reference as if set forth fully below. 15. A justiciable controversy has arisen regarding the rights and status of Pooled Equity and Greenbriar vis-a-vis the Preferred Stock. Pursuant to the provisions of Texas Civil Practice & Remedies Code Section 37.001 et seq., Pooled Equity seeks a declaratory judgment from this Court that will establish the rights of Pooled Equity and Greenbriar under the Certificates of Designation. Such a declaratory judgment will settle the rights and status of the parties which are now in controversy. 16. Specifically, Pooled Equity seeks a declaratory judgment stating that the antidilution provisions of the Certificates of Designation have been triggered, and that the conversion price of the Preferred Stock is $0.69 per share of Common Stock. Additionally, Pooled Equity requests that the Court find that Pooled Equity has properly exercised its right to convert the Preferred Stock to Common Stock, and that the Notice of Conversion was effective upon delivery to Greenbriar on October 30, 2000. Lastly, Pooled Equity seeks a ruling from the Court that Pooled Equity's rights in the Common Stock have not and will not be affected by any actions taken by Greenbriar after delivery of the Notice of Conversion.4 17. Alternatively, and to the extent that the number of shares of Common Stock reserved for issuance upon conversion of Pooled Equity's Preferred Stock is capped at 1,257,143, Pooled Equity seeks a judgment from this Court that Greenbriar has defaulted on its obligation to reserve a sufficient number of shares of Common Stock to effect Pooled Equity's conversion rights. As a result of such default, Pooled Equity is entitled to the full range of remedies set forth in the Certificates of Designation. COUNT TWO: TEMPORARY AND PERMANENT INJUNCTION --------------------------------------------- 18. The allegations of Paragraphs 1-17 are incorporated herein by reference as if set forth fully below. - ---------------------------- 4 Pursuant to ss. 6.5 of the Certificates of Designation, Greenbriar is prohibited from taking any action that would impair Pooled Equity's conversion rights in the Preferred Stock. 19. Pooled Equity also seeks and is entitled to a temporary and permanent injunction pursuant to Texas Civil Practice and Remedies Code ss.65.011, because Greenbriar has already taken various measures in violation of its duties to Pooled Equity under the Certificates of Designation. Upon information and belief, Greenbriar is also contemplating additional measures in an attempt to thwart Pooled Equity's conversion rights. Such actions may impair and prejudice Greenbriar's conversion rights in the Preferred Stock and the Common Stock, and will render any remedy at law that Pooled Equity may recover herein inadequate. Moreover, the harm that Pooled Equity will suffer as a result of Greenbriar's actions will be irreparable. 20. Accordingly, Pooled Equity is entitled to a permanent injunction enjoining Greenbriar from taking any action that would impair or prejudice Pooled Equity's rights in the Preferred Stock and the Common Stock. COUNT THREE: ATTORNEYS' FEES ---------------------------- 21. The allegations of paragraphs 1 through 20 are incorporated herein by reference as if set forth fully below. 22. Due to Greenbriar's actions, it has been necessary for Pooled Equity to retain the undersigned legal counsel to prosecute this lawsuit on its behalf. As a result, Pooled Equity has incurred attorneys' fees, expenses, and costs, which Pooled Equity is entitled to recover from Greenbriar under Texas law. TEX. CIV. PRAC. & REM. CODEss.37.009. VII. CONDITIONS PRECEDENT -------------------- 23. All conditions precedent to the bringing of this action have either occurred or have been performed, excused, or waived. PRAYER FOR RELIEF ----------------- WHEREFORE, PREMISES CONSIDERED, Pooled Equity respectfully requests that Greenbriar be cited to appear and answer herein, and that upon final hearing or trial of this matter, the Court enter an Order declaring that: (1) Pooled Equity has properly exercised its right to convert the Preferred Stock into Common Stock, and that the conversion price of the Preferred Stock is $0.69 per share of Common Stock; (2) Any actions that Greenbriar takes from and after October 30, 2000, to impair Pooled Equity's rights in the Common Stock will be of no force and effect; (3) Alternatively, the number of shares of Common Stock reserved for issuance upon conversion of the Preferred Stock is capped at 1,257,143, and as a result, Greenbriar has defaulted on its obligations to Pooled Equity under the Certificates of Designation, which default entitles Pooled Equity the full range of remedies set forth in the Certificates of Designation; (4) Greenbriar is permanently enjoined from taking any action inconsistent with its obligations to Pooled Equity underss.6.5 of the Certificates of Designation; (5) Pooled Equity is entitled to recover all court costs and reasonable and necessary attorneys' fees and expenses it has incurred in this case; and (6) Pooled Equity be granted any and all other relief, at law and in equity, to which it may be justly entitled. Respectfully submitted, /s/ T. Ray Guy ----------------------------------- T. Ray Guy State Bar No. 08648500 K. Todd Phillips State Bar No. 24002767 WEIL, GOTSHAL & MANGES LLP 100 Crescent Court, Suite 1300 Dallas, Texas 75201-6950 Telephone: (214) 746-7700 Telecopy: (214) 746-7777 ATTORNEYS FOR PLAINTIFF LSOF POOLED EQUITY, L.P. -----END PRIVACY-ENHANCED MESSAGE-----