-----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, BbmfOE6IP5M1xT2yiCyQVA5anP3pUis9nN91OZ64PJFZq7bWgyKBYFB/6AS2UBB3 pxNhD60+ayWMUOyU6Y737w== 0000893220-99-001212.txt : 19991028 0000893220-99-001212.hdr.sgml : 19991028 ACCESSION NUMBER: 0000893220-99-001212 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19991027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALANCED CARE CORP CENTRAL INDEX KEY: 0001024096 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 251761898 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-13845 FILM NUMBER: 99735028 BUSINESS ADDRESS: STREET 1: 5021 LOUISE DR STREET 2: SUITE 200 CITY: MECHANICSBURG STATE: PA ZIP: 17055 BUSINESS PHONE: 7177966100 MAIL ADDRESS: STREET 1: 5021 LOUISE DR SUITE 200 STREET 2: 5021 LOUISE DR SUITE 200 CITY: MECHANICSBURG STATE: PA ZIP: 17055 10-K/A 1 FORM 10-K/A BALANCED CARE CORPORATION 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. ------------------------ FORM 10-K/A (AMENDMENT NO. 2) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 1999 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 1-13845 BALANCED CARE CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 25-1761898 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1215 MANOR DRIVE MECHANICSBURG, PENNSYLVANIA 17055 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED ------------------- ----------------------------------------- COMMON STOCK $.001 PAR VALUE AMERICAN STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in the definitive proxy statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of the registrant as of September 22, 1999 was approximately $18,241,458 based on the last reported sales price of $1.25 as reported by the American Stock Exchange. Shares of common stock known by the registrant to be beneficially owned by executive officers or directors of the registrant are not included in the computation; however, shares of common stock reported to be beneficially owned by holders of 5% or more of the common stock are included in the computation. The registrant has made no determination whether any of such persons are "affiliates" within the meaning of Rule 12b-2 under the Securities Exchange Act of 1934. The number of shares of common stock outstanding on September 22, 1999 was 16,722,846 shares. DOCUMENTS INCORPORATED BY REFERENCE: NONE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Form 10-K/A (Amendment No. 2) amends the Company's Form 10-K/A (Amendment No.1) previously filed on October 1, 1999 and the Company's Form 10-K previously filed on September 28, 1999, to set forth the information required in Part III of Form 10-K and to amend and restate the information in Part IV of Form 10-K. The information in Part III was to be incorporated by reference to the Company's definitive Proxy Statement to be filed pursuant to Regulation 14A. However, the Company's definitive Proxy Statement will not be filed within the 120 day period after the end of the Company's fiscal year necessary to enable the Company to incorporate such information by reference, as the Company has postponed its annual meeting of stockholders. PART III ITEM 10--DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information regarding the executive officers of the Company is set forth at the end of Item I of Part I of the Company's Form 10-K/A (Amendment No.1) filed on October 1, 1999. BOARD OF DIRECTORS The Company's Certificate of Incorporation and Bylaws provide that the number of directors shall be determined from time to time by the Board of Directors (but shall be no less than three and no more than nine) and that the Board shall be divided into three classes. The terms of office of the three classes of directors (Class I, Class II and Class III) end in successive years. The terms of the Class II directors expire this year and their successors are to be elected at the 1999 annual meeting of stockholders for a three-year term expiring in 2002. The terms of the Class III and Class I directors do not expire until 2000 and 2001, respectively. In December 1998, the Board of Directors appointed Pier C. Borra as Class I director. In February 1999, John M. Brennan resigned as Class I director. On October 8, 1999, the Board of Directors increased its size from seven to nine members. In addition, in order to permit the appointment of four directors designated by IPC Advisors S.A.R.L., which is now the Company's largest stockholder, Bill R. Foster, Sr. and Raymond Schultz agreed to resign. The Board of Directors appointed the following individuals to fill the vacancies resulting from the foregoing: Name Class ---- ----- Paul Reichmann Class I Barry Reichmann Class I Manfred J. Walt Class II George Kuhl Class III CLASS I DIRECTORS PIER C. BORRA Mr. Borra is Chairman and Chief Executive Officer of CORA Age 59 Health Services, Inc., a provider of outpatient Director since rehabilitation, which he founded in December 1997. 1998 Previously, he served as Chairman, President and Chief Executive Officer of Arbor Health Care Company, a sub-acute care company, which he founded in 1985. Mr. Borra also served as a Director of Health Care REIT (NYSE). PAUL REICHMANN Since April 1999, Mr. Reichmann has served as the Executive Age 69 Chairman of the Canary Wharf Group Plc, a real estate Director since company listed on the London Stock Exchange. Since 1994, Mr. October 1999 Reichmann has served as the Chief Executive of the Reichmann Group of Companies. This group includes: International Property Corporation and affiliates with investments in office and commercial properties in the United States; Reichmann International Development Corporation and affiliates with investments in real estate projects in Mexico City; and Central Park Lodges Ltd., a private health care company that provides long term care and assisted living services to seniors in both Canada and the United States. Mr. Reichmann is the Chairman of Central Park Lodges Ltd. and a Trustee of CPL Long Term Care Real Estate Investment Trust, a real estate investment trust listed on the Toronto Stock Exchange. BARRY REICHMANN Since October 1994, Mr. Reichmann has served as President, Age 33 Chief Executive Officer and a Director of Central Park Director since Lodges Ltd., a private health care company that provides October 1999 long term care and assisted living services to seniors in both Canada and the United States. Mr. Reichmann is also the Chief Executive Officer and a Trustee of CPL Long Term Care Real Estate Investment Trust, a real estate investment trust listed on the Toronto Stock Exchange. Mr. Reichmann is a Director of Firm Capital Mortgage Investment Fund, a mortgage investment fund listed on the Toronto Stock Exchange. 63 3 CLASS II DIRECTORS EDWARD R. STOLMAN Mr. Stolman has owned and operated Stolman Investments since 1982, Age 73 specializing in real estate and health care investments and consulting. Director since 1997 He joined Hospital Affiliates International in 1968 and served as Executive Vice President and Vice Chairman, and also served as Chairman of Affiliated Health Corporation from 1984 to 1990. Mr. Stolman was an original investor in and a member of the Board of Directors of Dovebar International, Inc. GEORGE H. STRONG Mr. Strong is a private investor with many years of experience in both Age 73 director and executive positions in health care enterprises. Since 1994, Director since 1996 Mr. Strong has served as a director for Integrated Health Services, HealthSouth Rehabilitation Corporation, Managed Care USA and Amerisource. Mr. Strong was a Senior Vice President and founding director of Universal Health Services, Inc. from 1979 to 1985 and was with American Medicorp for five years prior to that. MANFRED J. WALT Since May 1998, Mr. Walt has served as Executive Vice President and Chief Age 46 Financial Officer of Central Park Lodges Ltd., a private Canadian health Director since October 1999 care company that provides long term care and assisted living services to seniors in both Canada and the United States. From 1997 until May 1998, Mr. Walt served as Senior Vice President of Gentra Inc. (an affiliate of EdperBrascan Corporation), a real estate merchant bank listed on the Toronto Stock Exchange. From 1980 until 1998, Mr. Walt served in various capacities with the EdperBrascan group of companies including Managing Partner of Financial Services for EdperBrascan Corporation, a diversified conglomerate listed on the Toronto Stock Exchange. Mr. Walt is also a member of the Boards of Directors of Central Park Lodges Ltd. and Oxford Automotive Inc., a private company.
CLASS III DIRECTORS DAVID L. GOLDSMITH Since March 1999, Mr. Goldsmith has served as Managing Director for RS Age 51 Investment Management, an independent money management firm. Prior to Director since 1996 his service at RS Investment Management, Mr. Goldsmith was associated with BancAmerica Robertson Stephens and its predecessors for more than 15 years, serving as a Managing Director, Health Care for more than five years. Mr. Goldsmith is also a member of the Boards of Directors of Apria Healthcare Group Inc. and selected private companies. BRAD E. HOLLINGER Before joining the Company in 1995, Mr. Hollinger served as Executive Age 45 Vice President of the Contract Services Group of Continental Medical Chairman of the Board, Systems ("CMS"), a national provider of medical rehabilitation services President and and contract therapy services from 1992 to 1995. Mr. Hollinger also Chief Executive Officer served as Senior Vice President/Development of CMS from 1987 to 1990, and a Director since 1995 leading the development and financing of eighteen medical rehabilitation hospitals in seven states. From 1985 to 1987, Mr. Hollinger was Vice President of Development of Rehab Hospital Service Corporation. GEORGE KUHL Since October 1994, Mr. Kuhl has served as Vice Chairman/Chief Operating Age 50 Officer of Central Park Lodges Ltd., a private Canadian health care Director since October 1999 company that provides long term care and assisted living services to seniors in both Canada and the United States. Mr. Kuhl is also a Trustee of CPL Long Term Care Real Estate Investment Trust, a real estate investment trust listed on the Toronto Stock Exchange.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Under the securities laws of the United States, the Company's directors, its executive officers and any persons beneficially holding more than ten percent of the Company's Common Stock are required to report their ownership of the Company's Common Stock and any changes in that ownership to the Commission and the AMEX. Specific due dates for these reports have been established and the Company is required to report in this Form 10-K any failure to file by these dates. All of these filing requirements were satisfied, except that Mr. Goldsmith filed a Form 5 after the required due date to reflect the transfer of shares that he had previously reported ownership of to a family trust. In making these statements, the Company has relied on copies of the reports that its officers, directors and beneficial owners of more than ten percent of the Company's Common Stock have filed with the Commission. 64 4 ITEM 11--EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth compensation information for the three fiscal years ended June 30, 1999 for the Company's Chief Executive Officer and for the four other most highly compensated executive officers of the Company for Fiscal 1999, as well as one additional executive officer who resigned during Fiscal 1999 (the "Named Executive Officers").
LONG-TERM COMPENSATION ------------ ANNUAL COMPENSATION SECURITIES FISCAL ------------------------ UNDERLYING ALL OTHER NAME AND PRINCIPAL POSITION(S) YEAR SALARY($) BONUS($)(1) OPTIONS(#S)(2) COMPENSATION($) - ------------------------------ ---- --------- ----------- -------------- --------------- Brad E. Hollinger........................ 1999 225,000 150,000 100,000 -- Chairman of the Board, President 1998 200,000 116,250 -- -- and Chief Executive Officer 1997 152,500 58,000 75,000 -- Stephen G. Marcus........................ 1999 184,900 42,500 60,000 -- Chief Operating Officer 1998 83,802 -- 150,000 20,000(3) 1997 -- -- -- -- Brian L. Barth(4)........................ 1999 170,000 56,250 60,000 -- Chief Development Officer 1998 125,000 32,400 15,000 -- 1997 75,000 20,000 26,250 -- Russell A. DiGilio....................... 1999 120,000 41,600 30,000 547(5) Senior Vice President -- Outlook 1998 104,000 36,000 -- 2,132(5) Pointe Division 1997 89,667 3,683 18,750 1,708(5) David K. Barber.......................... 1999 110,000 33,400 15,000 -- Senior Vice President -- Project 1998 83,500 31,000 -- -- Management 1997 77,000 -- 13,125 -- Paul A. Kruis(6)......................... 1999 100,000 45,000 30,000 66,900(7) Chief Financial Officer 1998 110,866 -- 150,000 -- 1997 -- -- -- --
- --------------- (1) Reflects bonuses paid in Fiscal 1999, the year ended June 30, 1998 ("Fiscal 1998") and the year ended June 30, 1997 ("Fiscal 1997"), for services rendered in Fiscal 1998, Fiscal 1997 and the year ended June 30, 1996, respectively. (2) Options granted pursuant to the Company's Incentive Plan to purchase shares of Common Stock. Options granted during Fiscal 1999 are described in greater detail below. (3) Represents a sign-on bonus received by Mr. Marcus during Fiscal 1998. (4) Mr. Barth resigned from the Company effective August 15, 1999. (5) Represents the value received by Mr. DiGilio in connection with personal usage of a Company-owned vehicle. (6) Mr. Kruis resigned from the Company effective February 12, 1999. (7) Represents amounts paid to Mr. Kruis for (i) accrued but unused vacation and (ii) salary continuation from February 12, 1999 through and including June 30, 1999. 65 5 OPTION GRANTS IN LAST FISCAL YEAR The table below sets forth information with respect to stock options granted to the Named Executive Officers in Fiscal 1999. No options were exercised by the Named Executive Officers in Fiscal 1999. The options listed below are included in the Summary Compensation Table above.
POTENTIAL REALIZABLE VALUE NUMBER OF % OF TOTAL AT ASSUMED RATES OF SECURITIES OPTIONS STOCK PRICE APPRECIATION UNDERLYING GRANTED TO FOR OPTION TERM(7) OPTIONS EMPLOYEES IN EXERCISE EXPIRATION -------------------------- NAME GRANTED(1) FISCAL YEAR PRICE($/SH) DATE 5% 10% - ---- ---------- ----------- ----------- ---- ----------- ----------- Brad E. Hollinger....... 50,000 3.2% 5.34 8/18/2008(2) $180,946 $446,279 50,000 3.2% 2.25 5/05/2009(3) $ 65,660 $171,191 Stephen G. Marcus....... 30,000 1.9% 5.34 8/18/2008(2) $108,568 $267,768 30,000 1.9% 2.25 5/05/2009(3) $ 39,396 $102,714 Brian L. Barth.......... 30,000 1.9% 5.34 8/18/2008(2)(4) $108,568 $267,768 30,000 1.9% 2.25 5/05/2009(3)(5) $ 39,396 $102,714 Russell A. DiGilio...... 15,000 1.0% 5.34 8/18/2008(2) $ 54,284 $133,884 15,000 1.0% 2.25 5/05/2009(3) $ 19,698 $ 51,357 David K. Barber......... 15,000 1.0% 5.34 8/18/2008(2) $ 54,284 $133,884 Paul A. Kruis........... 30,000 1.9% 5.34 8/18/2008(6) $108,568 $267,768
- --------------- (1) Options granted pursuant to the Incentive Plan to purchase shares of Common Stock. Subject to the approval of the Compensation Committee, the exercise price and applicable withholding taxes may be paid in cash or in shares of the Company's Common Stock (whether previously owned or to be acquired upon exercise), or by other methods which comply with the Incentive Plan and applicable law. (2) One quarter of the options granted vested on August 18, 1999 and the remainder will vest in equal increments on August 18, 2000, 2001 and 2002 subject to the provisions of the Incentive Plan. (3) The options granted will vest in equal increments on May 5, 2000, 2001, 2002 and 2003 subject to the provisions of the Incentive Plan. (4) Of the options granted, only 25% vested on August 18, 1999 and will be exercisable until August 15, 2000 pursuant to Mr. Barth's separation agreement with the Company subject to the provisions of the Incentive Plan. (5) The options granted are fully vested and exercisable pursuant to Mr. Barth's separation agreement with the Company and are exercisable until November 15, 1999 subject to the provisions of the Incentive Plan. (6) The options granted are fully vested and exercisable until July 15, 2000 pursuant to Mr. Kruis' separation agreement with the Company subject to the provisions of the Incentive Plan. (7) These assumed "potential realizable values" are mathematically derived from certain prescribed rates of stock appreciation. The actual value of these option grants is dependent on the future performance of Company Common Stock and overall stock market conditions. There is no assurance that the values reflected in this table will be achieved. These values are calculated using the estimated fair market values of the Common Stock on August 18, 1998 and May 5, 1999, of $5.50 and $2.1875 per share, respectively, and assume that all such options are currently exercisable. 66 6 COMPENSATION OF DIRECTORS Members of the Board of Directors who are also employees of the Company do not receive cash compensation for their services as directors. Members of the Board of Directors who are not employees of the Company receive a $5,000 annual retainer for their services as directors, payable quarterly. Each non-employee director also receives $1,000 for each meeting attended and $500 for each telephonic meeting in which he participated. In addition, under the Company's 1996 Stock Incentive Plan, as amended and restated, effective August 18, 1998 (the "Incentive Plan"), non-employee directors are granted non-qualified stock options to purchase 15,000 shares of Common Stock upon each director's initial election to the Board and 5,000 shares of Common Stock on the anniversary of each director's election to the Board for the duration of his or her term. During Fiscal 1999, Messrs. Schultz and Borra received non-qualified stock options for 15,000 shares of Common Stock and Messrs. Brennan, Foster, Goldsmith, and Stolman received non-qualified stock options for 5,000 shares of Common Stock. All directors are reimbursed for reasonable expenses incurred in attending board and committee meetings and otherwise carrying out their duties. On August 9, 1999, the Compensation Committee of the Board voted to amend and restate the Incentive Plan to provide that the non-qualified option to be granted to each non-employee director to acquire 5,000 shares of Common Stock be granted at each Annual Meeting of Stockholders of the Company rather than upon the anniversary of each director's election to the Board (the "Amended Incentive Plan"). The Amended Incentive Plan is subject to ratification by the Company's Board of Directors. The Board is expected to ratify the Amended Incentive Plan at its regular meeting scheduled for November 4, 1999. All share numbers reflect the 3-for-4 reverse stock split of the Company's Common Stock in October 1997. EMPLOYMENT AND RELATED ARRANGEMENTS Employment Agreement with the Chief Executive Officer. The Company is party to an employment agreement with Mr. Hollinger that became effective as of August 1, 1996 and expires on July 31, 2001, subject to annual extensions thereafter. Pursuant to the employment agreement, for Fiscal 1999 and thereafter, Mr. Hollinger received, and is to receive, an annual salary of $225,000. For each fiscal year of the Company throughout the term of the agreement, Mr. Hollinger is also entitled to receive an annual bonus in an amount not less than 75% of his base salary upon achievement by the Company of certain levels of pre-tax earnings to be determined by the Board of Directors. If the level of earnings exceeds the level determined by the Board for a fiscal year, the Board may award Mr. Hollinger additional bonus compensation. Pursuant to the employment agreement, the Company granted to Mr. Hollinger as of August 1, 1996 the right to purchase 37,500 shares of Common Stock at a purchase price of $2.00 per share and, as of June 30, 1997, the right to purchase an additional 37,500 shares of Common Stock at a per share purchase price equal to the fair market value of a share of Common Stock on June 30, 1997, which was $6.67 per share. These options are generally to vest in accordance with the Incentive Plan (including the Change of Control acceleration provision contained in such plan), provided that if Mr. Hollinger terminates his employment for Good Reason (as defined in the employment agreement, which includes the occurrence of a Change in Control as Good Reason), the options are to become fully vested and exercisable as of the date of such termination and may be exercised within one year following such termination. In addition, if Mr. Hollinger terminates his employment for Good Reason (including upon the occurrence of a Change in Control), he will be entitled to receive a cash payment within 10 days of such termination equal to three times his annual compensation plus the amount of any bonus for that year. Employment Agreements, Termination of Employment and Change in Control Arrangements with Other Named Executive Officers. The Company is a party to an employment agreement with Mr. Marcus dated November 24, 1997, that contemplates a three year term expiring on January 4, 2001, subject to three year extensions thereafter unless either party gives a 180 day notice of nonrenewal prior to the expiration of the then current term. Pursuant to the employment agreement, Mr. Marcus is entitled to receive an annual salary of $170,000 for the first year of the agreement, which annual salary is to be increased in the second year to $200,000 and thereafter adjusted annually in an amount equal to 10% per year. For each fiscal year of the Company throughout the term of the agreement, Mr. Marcus is also entitled to receive an annual bonus of up to 50% of his base salary based upon his performance of stated objectives and the Company's achievement of certain levels of pre-tax earnings to be determined by the Board of Directors. Pursuant to the employment agreement, the Company granted Mr. Marcus the right to purchase 150,000 shares of Common Stock at a purchase price of $6.50, the fair market value of a share of Common Stock on January 5, 1998. On each anniversary date of the employment agreement, the Company has agreed to grant Mr. Marcus the right to purchase additional shares of Common Stock in an amount of not less than 30,000 shares annually. These options are generally to vest in accordance with the Incentive Plan (including the Change of Control acceleration provision contained in such plan), provided that if the Company terminates Mr. Marcus for reasons other than for cause, does not renew the agreement or experiences a Change in Control (as defined in the employment agreement), the options will become fully vested and exercisable in accordance with the Incentive Plan. In addition, in the event of a change of control, termination by the Company without cause within a specified period following the change of control or nonrenewal of the agreement by the Company, Mr. Marcus will be entitled to receive a cash payment within 15 days of such termination equal to three times his annual compensation plus the amount of any bonus for that year and to participate in the Company's health care benefits for one year following such termination, or, at the Company's option, receive the cash value of such benefits in a lump sum payable within 15 days of his termination. 67 7 Mr. Barth resigned from the Company effective August 15, 1999. Mr. Barth was a party to an employment agreement with the Company. The Company is a party to a separation agreement with Mr. Barth dated August 23, 1999 that supersedes his employment agreement and provides for him to receive certain severance benefits. Mr. Barth received a lump sum payment of $75,000 (less applicable withholdings and deductions) on September 26, 1999. Mr. Barth will also receive severance pay at his final base salary of $170,000, paid semi-monthly in accordance with the Company's normal payroll practices, commencing August 15, 1999 and continuing through August 14, 2000. Mr. Barth's stock options representing an aggregate of 71,250 shares of Common Stock will continue to vest in accordance with their scheduled terms and will be exercisable until August 15, 2000, subject to the provisions of the Incentive Plan. Mr. Barth's stock options representing an aggregate of 30,000 shares of Common Stock vest immediately and will be exercisable until November 15, 1999, subject to the provisions of the Incentive Plan. The Company agreed to forgive the outstanding principal balance of $7,000 that Mr. Barth owed to the Company under a promissory note dated April 1, 1996 in the original principal amount of $20,000. As consideration for Mr. Barth's severance benefits, commencing August 15, 1999 and continuing through August 15, 2000, Mr. Barth is prohibited from (i) soliciting Company Customers (as defined in the separation agreement) or any present employees of the Company and (ii) engaging in any Business Activity (as defined in the separation agreement) in competition with the Company or its Affiliates (as defined in the separation agreement). The separation agreement also contains mutual release provisions that govern each party's respective rights to bring future claims against the other party. Mr. DiGilio is a party to a change in control agreement with the Company dated September 23, 1998 that provides in the event of a Change in Control (as defined in the agreement) of the Company that results in Mr. DiGilio's position being diminished in scope of authority and responsibilities or a change in reporting responsibility, or if he is terminated without cause, in each case within a specified period following the Change in Control, Mr. DiGilio is entitled to receive a cash payment within 30 days of the occurrence of such an event in an amount equal to two times his annual compensation then in effect plus the maximum amount of his potential annual bonus percentage payable for the year in which the event occurred. In addition, all outstanding stock options granted to Mr. DiGilio under the Incentive Plan will vest immediately and will be exercisable subject to the provisions of the Incentive Plan. Mr. Barber is a party to a change in control agreement with the Company dated September 23, 1998 that provides in the event of a Change in Control (as defined in the agreement) of the Company that results in Mr. Barber's position being diminished in scope of authority and responsibilities or a change in reporting responsibility, or if he is terminated without cause, in each case within a specified period following the Change in Control, Mr. Barber is entitled to receive a cash payment within 30 days of the occurrence of such an event in an amount equal to two times his annual compensation then in effect plus the maximum amount of his potential annual bonus percentage payable for the year in which the event occurred. In addition, all outstanding stock options granted to Mr. Barber under the Incentive Plan will vest immediately and will be exercisable subject to the provisions of the Incentive Plan. Mr. Kruis resigned from the Company effective February 12, 1999. The Company was a party to an offer letter dated October 3, 1997 and a change in control agreement dated November 5, 1998 with Mr. Kruis. The Company is a party to a separation agreement with Mr. Kruis dated July 13, 1999 that supersedes his prior agreements with the Company and provides for him to receive certain severance benefits. Mr. Kruis is receiving severance pay at his final base salary of $160,000, paid semi-monthly in accordance with the Company's normal payroll practices, commencing February 12, 1999 and continuing through May 11, 2000. The separation agreement provides that Mr. Kruis' stock options, representing an aggregate of 180,000 shares of Common Stock vest immediately and will be exercisable until July 15, 2000 subject to the provisions of the Incentive Plan. The separation agreement also contains mutual release provisions that govern each party's respective rights to bring future claims against the other party. 68 8 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Prior to his resignation in February 1999, Mr. Brennan was a member of the Compensation Committee. Mr. Brennan received a warrant in August 1996 to purchase 138,000 shares of Common Stock of the Company at a purchase price of $3.00 per share. The warrant has a ten year term and may be exercised at any time. 69 9 ITEM 12-- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the beneficial ownership of the Company's Common Stock as of September 1, 1999 by each person or group known by the Company to beneficially own more than five percent of outstanding Common Stock, each director, nominee for director and the Named Executive Officers, and by all directors and executive officers as a group. Unless otherwise indicated, the holders of all shares shown in the table have sole voting and investment power with respect to such shares. As of September 1, 1999, there were 16,722,846 outstanding shares of Common Stock.
SHARES BENEFICIALLY PERCENT OF NAME OWNED CLASS ---- ------------ ---------- IPC Advisors S.A.R.L........................................ 3,300,000(1) 16.48% 38-40 Rue Sainte Zithe L-2763 Luxembourg Astoria Capital Partners, L.P............................... 1,773,600 10.61% 6600 SW Ninety-Second Avenue Suite 370 Portland, OR 97223 Meditrust................................................... 1,086,179(2) 6.50% 197 First Avenue Needham Heights, MA 02194 Henry L. Hillman, Elsie Hilliard Hillman and C.G. Grefenstette, Trustees.................................... 1,735,000(3) 10.38% 1900 Grant Building Pittsburgh, PA 15129 John M. Brennan............................................. 1,237,051(4) 7.34% Brennan Holdings 11212 Mann Road Mooresville, IN 46158 Brad E. Hollinger........................................... 858,838(5) 5.00% 2850 Ford Farm Road Mechanicsburg, PA 17055 Bill R. Foster, Sr.......................................... 792,412(6) 4.73% Foster Health Care Group 426 South Jefferson Springfield, MO 65801-2351 Paul Reichmann.............................................. 15,000(7) * Barry Reichmann............................................. 15,000(8) * Manfred J. Walt............................................. 15,000(9) * George Kuhl................................................. 15,000(10) * David L. Goldsmith.......................................... 55,663(11) * Edward R. Stolman........................................... 19,250(12) * George H. Strong............................................ 46,250(13) * Pier C. Borra............................................... 55,000(14) * Stephen G. Marcus........................................... 45,000(15) * Brian L. Barth.............................................. 169,688(16) 1.01% Russell A. DiGilio.......................................... 94,313(17) * David K. Barber............................................. 81,867(18) * Paul A. Kruis............................................... 192,923(19) 1.14% All Directors and Executive Officers as a Group (15 persons)(20).............................................. 2,511,589(21) 14.68%
- --------------- * Indicates ownership of less than 1% of the Common Stock. (1) Includes 3,300,000 of Series C Preferred Stock. Does not include 3,855,892 shares of Common Stock owned by certain stockholders of the Company over which IPC has voting control only. IPC disclaims beneficial ownership of the 3,855,892 shares of Common Stock. (2) Includes 465,124 shares held subject to warrants owned by Meditrust Mortgage Investments, Inc. and 289,743 shares held subject to warrants owned by Meditrust Acquisition Corporation II, a wholly-owned subsidiary of Meditrust. (3) Consists of 1,000,000 shares held by trust for the benefit of Henry L. Hillman (the "HLH Trust") and 525,000 shares owned by Juliet Challenger, Inc., an indirect wholly-owned subsidiary of The Hillman Company ("THC"). The Trustees of the HLH Trust are Henry L. Hillman, Elsie Hilliard Hillman and C.G. Grefenstette (the "HLH Trustees"). The HLH Trustees share voting and investment power with respect to the shares held of record by the HLH Trust and the assets of THC. Does not include an aggregate of 210,000 shares held by four trusts for the benefit of the members of the Hillman family, as to which the HLH Trustees (other than Mr. Grefenstette, who is one of the trustees of such family trusts) disclaim beneficial ownership. (4) Includes 138,000 shares held subject to warrants. (5) Includes 59,375 shares held subject to stock options. Also includes 1,150 shares held jointly by Brad E. Hollinger and his spouse, 5,250 shares subject to Mr. DiGilio's right to purchase. Does not include 20,000 shares held by Mr. Hollinger's spouse subject to stock options. Mr. Hollinger disclaims beneficial ownership as to the 20,000 shares held by his spouse subject to stock options. (6) Includes 767,412 shares owned by the Inter Vivos Trust of Billy Ray Foster. As the trustee, Mr. Foster has voting and investment power with respect to the shares held by the trust and may be deemed to have indirect beneficial ownership of them. Also includes 25,000 shares held subject to stock options. (7) Includes 15,000 shares held subject to stock options. (8) Includes 15,000 shares held subject to stock options. (9) Includes 15,000 shares held subject to stock options. (10) Includes 15,000 shares held subject to stock options. (11) Includes 34,413 shares owned by the Goldsmith Family Trust. As the co-trustee, Mr. Goldsmith has voting and investment power with respect to the shares held by the trust and may be deemed to have indirect beneficial ownership of them. Also includes 21,250 shares held subject to stock options. (12) Includes 3,000 shares owned by The Stolman Family Trust. Also includes 16,250 shares held subject to stock options. (13) Includes 8,750 shares held subject to stock options. (14) Includes 45,000 shares held subject to stock options. (15) Includes 45,000 shares held subject to stock options. (16) Includes 3,750 shares held by The Brian L. Barth and Lori A. Barth Irrevocable Children's Trust, for which Mr. Barth's sister-in-law is trustee. Mr. Barth disclaims beneficial ownership as to such shares. Also includes 60,938 shares held subject to stock options. (17) Includes 5,250 shares subject to a right to purchase from Mr. Hollinger. Also includes 89,063 shares held subject to stock options. (18) Includes 10,313 shares held subject to stock options. (19) Includes 6,000 shares held in managed accounts for Mr. Kruis' nephews. As trustee, Mr. Kruis disclaims beneficial ownership as to such shares. Also includes 180,000 shares held subject to stock options. (20) Includes directors and officers as of October 12, 1999. Due to managerial changes in connection with the Company's restructuring during Fiscal 1999, as of August 9, 1999, Russell A. DiGilio, David K. Barber, Douglas L. Brewer, and Mark S. Moore were no longer considered "executive officers" of the Company. Gary W. Anderson was appointed Executive Vice President--Operations of the Company on August 15, 1999. (21) Includes 381,909 shares held subject to stock options. 72 10 ITEM 13--CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Brad Hollinger, President, Chief Executive Officer and Chairman of the Board, was the sole member of Financial Care Investors, LLC, a Delaware limited liability company ("FCI"). FCI owns six Operator/Lessees (collectively, the "FCI Subsidiaries") that entered into management agreements, option agreements, and other transaction documents with the Company, and facility lease agreements with a Real Estate Investment Trust ("REIT") in September 1998. Effective September 30, 1999, FCI redeemed Mr. Hollinger's equity interests in FCI for nominal consideration and FCI sold the equity interests to a group of third party investors. Bill R. Foster, Sr., a director of the Company, received $435,279 for leasing to the Company two assisted living facilities in Springfield and Nevada, Missouri and the Company's regional headquarters in Springfield, Missouri at an annual rental of $194,454, $188,325 and $52,500, respectively. Mr. Borra is a party to a consulting agreement with the Company to provide investor relations, tactical planning and other consulting services. In consideration, for each hour of service not to exceed 120 hours per year, Mr. Borra is granted a non-qualified stock option for 250 shares of the Company's Common Stock, subject to the terms and conditions pertaining to "Independent Contractors" under the Company's Incentive Plan. During Fiscal 1999, Mr. Borra was granted a non-qualified stock option for 30,000 shares of the Company's Common Stock at an exercise price of $2.53 per share. As of September 1, 1999, Meditrust was the beneficial owner of more than five percent of the Common Stock. See "Security Ownership." The Company has developed 23 assisted living facilities that are owned by Meditrust. Of these 23 facilities (19 in operation and 4 under construction), 18 are leased from Meditrust by third party operators and managed by the Company pursuant to management agreements, and 5 are leased directly from Meditrust by the Company. In addition, the Company has seven facilities in operation leased by the Company from Hawthorn Health Properties, Inc. that are mortgaged in favor of Meditrust and one assisted living facility in operation that is leased by the Company from Meditrust. Meditrust's investment in these facilities is approximately $144 million. Previously, the Company had two facilities in operation that were owned by the Company and mortgaged in favor of Meditrust. In July 1999, the Company satisfied its outstanding obligations under the two mortgages in favor of Meditrust, for which Meditrust received $3,647,684. Robin Barber, sister-in-law of Brad E. Hollinger, has been employed by the Company as Director of Legal Services since 1996, Vice President and Senior Counsel since September 1997, and Senior Vice President and Legal Counsel since February, 1999. During Fiscal 1999, Ms. Barber received an annual salary of $95,083 and a bonus of $20,000. Scott J. Hollinger, brother of Brad E. Hollinger, has been employed by the Company as a Construction Project Manager since December 1996 and Director--Project Management since July 1998. During Fiscal 1999, Scott J. Hollinger received an annual salary of $65,000 and a bonus of $15,750. Deborah Myers Welsh, spouse of Brad E. Hollinger, entered into a consulting agreement with the Company on February 3, 1997 to provide legal services at the rate of $90 per hour not to exceed 30 hours per week for 50 weeks. Ms. Welsh received $101,205 under such arrangement during Fiscal 1999. See also "Compensation Committee Interlocks and Insider Participation." 73 11 PART IV ITEM 14--EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K (a)(1) Financial Statements: (a)(2) Financial Statement Schedule: See (d) below. (a)(3) Exhibits: The following exhibits are filed herewith or are incorporated by reference herein: 74 12
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 2.1 Asset Purchase Agreement among BCC of Wisconsin, Inc., the Company and Urquhart Company dated as of September 30, 1998 (incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 1998 (No. 001-13845)) 3.1 Amended and Restated Certificate of Incorporation of Balanced Care Corporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (No. 333-37833)) 3.2 Bylaws of Balanced Care Corporation, as amended (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 333-37833)) 4.1 Form of Capital Stock Purchase Warrant, together with schedule (incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-1 (No. 333-37833)) 4.2 Form of Capital Stock Purchase Warrant, together with schedule (incorporated by reference to Exhibit 4.10 to the Registration Statement on Form S-1 (No. 333-37833)) 4.3 Form of Capital Stock Purchase Warrant, together with schedule (incorporated by reference to Exhibit 4.11 to the Registration Statement on Form S-1 (No. 333-37833)) 10.1 Form of Meditrust Facility Lease Agreement, together with schedule (incorporated by reference to Exhibit 10.46 to the Registration Statement on Form S-1 (No. 333-37833)) 10.2 Form of Meditrust Facility Lease Agreement (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.3 Schedule to Form of Meditrust Facility Lease Agreement (incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.4 Form of Meditrust Option Agreement (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.5 Schedule to Form of Meditrust Option Agreement (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845))
75 13 10.6 Form of Meditrust Shortfall Funding Agreement (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.7 Schedule to Form of Meditrust Shortfall Funding Agreement (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.8 Form of Meditrust Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.9 Schedule to Form of Meditrust Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.10 Form of Nationwide Health Properties, Inc. ("NHP") First Series Lease and Security Agreement (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.11 Schedule to Form of NHP First Series Lease and Security Agreement (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.12 Form of NHP Second Series Lease and Security Agreement (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.13 Schedule to Form of NHP Second Series Lease and Security Agreement (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.14 NHP First Series Master Investment Agreement (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.15 NHP Second Series Master Investment Agreement (incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.16 Form of NHP First Series Option Agreement (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 76 14 - -------------------------------------------------------------------------------- 10.17 Schedule to Form of NHP First Series Option Agreement (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.18 Form of NHP Second Series Option Agreement (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.19 Schedule to Form of NHP Second Series Option Agreement (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.20 Form of NHP First Series Shortfall Funding Agreement (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.21 Schedule to Form of NHP First Series Shortfall Funding Agreement (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.22 Form of NHP Second Series Shortfall Funding Agreement (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.23 Schedule to Form of NHP Second Series Shortfall Funding Agreement (incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.24 Form of NHP First Series Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.25 Schedule to Form of NHP First Series Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.26 Form of NHP Second Series Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.27 Schedule to Form of NHP Second Series Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) - --------------------------------------------------------------------------------
77 15 10.28 Form of American Health Properties, Inc. ("AHP") Lease and Security Agreement (incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.29 Schedule to Form of AHP Lease and Security Agreement (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.30 Form of AHP Option Agreement (incorporated by reference to Exhibit 10.36 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.31 Schedule to Form of AHP Option Agreement (incorporated by reference to Exhibit 10.37 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.32 AHP Option Agreement II (incorporated by reference to Exhibit 10.38 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.33 Form of AHP Shortfall Funding Agreement, together with schedule (incorporated by reference to Exhibit 10.75 to the Registration Statement on Form S-1 (No. 333-37833)) 10.34 Schedule to Form of AHP Shortfall Funding Agreement (incorporated by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.35 Form of AHP Working Capital Assurance Agreement, together with schedule (incorporated by reference to Exhibit 10.80 to the Registration Statement on Form S-1 (No. 333-37833)) 10.36 Schedule to Form of AHP Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.42 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.37 Form of Ocwen Financial Corporation ("Ocwen") Lease Agreement (incorporated by reference to Exhibit 10.43 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.38 Schedule to Form of Ocwen Lease Agreement (incorporated by reference to Exhibit 10.44 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 78 16 10.39 Form of Ocwen Option Agreement (incorporated by reference to Exhibit 10.47 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.40 Schedule to Form of Ocwen Option Agreement (incorporated by reference to Exhibit 10.48 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.41 Form of Ocwen Shortfall Funding Agreement (incorporated by reference to Exhibit 10.49 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.42 Schedule to Form of Ocwen Shortfall Funding Agreement (incorporated by reference to Exhibit 10.50 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.43 Ocwen Shortfall Funding Agreement II (incorporated by reference to Exhibit 10.51 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.44 Form of Ocwen Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.52 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.45 Schedule to Form of Ocwen Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.53 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.46 Ocwen Working Capital Assurance Agreement II (incorporated by reference to Exhibit 10.54 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.47 First Amendment to Option Agreements, Shortfall Funding Agreements and Stock Pledge Agreements (incorporated by reference to Exhibit 10.55 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.48 Form of Capstone Lease, together with schedule (incorporated by reference to Exhibit 10.22 to the Registration Statement on Form S-1 (No. 333-37833)) 10.49 Form of Capstone Lease (incorporated by reference to Exhibit 10.57 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.50 Schedule to Form of Capstone Lease (incorporated by reference to Exhibit 10.58 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 79 17 10.51 Form of Capstone Option Agreement (incorporated by reference to Exhibit 10.60 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.52 Schedule to Form of Capstone Option Agreement (incorporated by reference to Exhibit 10.61 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.53 Form of Capstone Shortfall Funding Agreement (incorporated by reference to Exhibit 10.62 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.54 Schedule to Form of Capstone Shortfall Funding Agreement (incorporated by reference to Exhibit 10.63 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.55 Form of Capstone Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.64 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.56 Schedule to Form of Capstone Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.65 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.57 Form of Capstone Assignment, Assumption and Amendment Agreement (incorporated by reference to Exhibit 10.66 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.58 Schedule to Form of Capstone Assignment, Assumption and Amendment Agreement (incorporated by reference to Exhibit 10.67 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.59 Lease, dated as of March 21, 1996, by and between HCPI Trust and BCC at Mt. Royal Pines, Inc. (incorporated by reference to Exhibit 10.34 to the Registration Statement on Form S-1 (No. 333-37833)) 10.60 First Amendment, dated as of March 31, 1997, to Lease dated as of March 21, 1996 by and between HCPI Trust and BCC at Mt. Royal Pines, Inc. (incorporated by reference to Exhibit 10.35 to the Registration Statement on Form S-1 (No. 333-37833)) 10.61 Loan and Security Agreement among Balanced Care Corporation and certain of its wholly-owned subsidiaries and HCFP Funding, Inc. dated April 22, 1999 (previously filed) 80 18 10.62 Revolving Credit Note from Balanced Care Corporation and certain of its wholly-owned subsidiaries in favor of HCFP Funding, Inc. dated April 22, 1999 (previously filed) 10.63 Environmental Indemnity Agreement by Balanced Care Corporation and certain of its wholly-owned subsidiaries in favor of HCFP Funding, Inc. dated April 22, 1999 (previously filed) 10.64 Deed of Trust, Assignment of Rents and Leases and Security Agreement from Balanced Care at North Ridge, Inc. in favor of HCFP Funding, Inc. dated April 22, 1999 (previously filed) 10.65 Form of Open-Ended Mortgage, Assignment of Rents, Leases and Security Agreement in favor of HCFP Funding, Inc. dated April 22, 1999 (previously filed) 10.66 Schedule to Form of Open-End Mortgage, Assignment of Rents, Leases and Security Agreement in favor of HCFP Funding, Inc. dated April 22, 1999 (previously filed) 10.67 Accounts Receivable Intercreditor Agreement between HCFP Funding, Inc. and Meditrust Mortgage Investments, Inc. dated April 22, 1999 (previously filed) 10.68 Amendment No. 1 to Loan and Security Agreement among Balanced Care Corporation and certain of its wholly-owned subsidiaries and HCFP Funding, Inc. dated July 1, 1999 (previously filed) 10.69 Amendment No. 2 to Loan and Security Agreement among Balanced Care Corporation and certain of its wholly-owned subsidiaries and HCFP Funding, Inc. dated July 29, 1999 (previously filed) 10.70 Form of HCRI Lease Agreement (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.71 Schedule to Form of HCRI Lease Agreement (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.72 Form of HCRI Construction Disbursing Agreement (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.73 Schedule to Form of HCRI Construction Disbursing Agreement (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 81 19 10.74 Form of HCRI Option Agreement (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.75 Schedule to Form of HCRI Option Agreement (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.76 Form of HCRI Shortfall Funding Agreement (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.77 Schedule to Form of HCRI Shortfall Funding Agreement (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.78 Form of HCRI Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.79 Schedule to Form of HCRI Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.80 Form of HCRI Management Agreement (incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.81 Schedule to Form of HCRI Management Agreement (incorporated by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.82 Form of HCRI Guaranty (incorporated by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.83 Schedule to Form of HCRI Guaranty (incorporated by reference to Exhibit 10.14 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.84 Form of HCRI Loan Agreement (incorporated by reference to Exhibit 10.15 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845))
82 20 10.85 Schedule to Form of HCRI Loan Agreement (incorporated by reference to Exhibit 10.16 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.86 Lease Agreement between Pennsylvania BCC Properties, Inc. and Balanced Care at Saxonburg, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated March 18, 1999 No. 001-13845) 10.87 Lease Agreement between Pennsylvania BCC Properties, Inc. and Balanced Care at Bloomsburg II, Inc. (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K dated March 18, 1999 File No. 001-13845) 10.88 Balanced Care Corporation 1996 Stock Incentive Plan as Amended and Restated, effective as of August 18, 1998 (incorporated by reference to Annex A to the Proxy Statement on Schedule 14A dated October 6, 1998 (No. 001-13845)) 10.89 Employment Agreement, dated as of September 20, 1995, by and between Balanced Care Corporation and Robert J. Sutton (incorporated by reference to Exhibit 10.39 to the Registration Statement on Form S-1 (No. 333-37833))** 10.90 Employment Agreement, dated as of August 1, 1996, by and between Balanced Care Corporation and Brad E. Hollinger (incorporated by reference to Exhibit 10.37 to the Registration Statement on Form S-1 (No. 333-37833))** 10.91 Employment Agreement, dated as of November 24, 1997, by and between Balanced Care Corporation and Stephen G. Marcus (incorporated by reference to Exhibit 10.43 to the Registration Statement on Form S-1 (No. 333-37833))** 10.92 Consulting Agreement between Pier C. Borra and Balanced Care Corporation dated March 22, 1999, effective December 8, 1998 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (No. 001-13845)) 10.93 Employment Agreement between Clint T. Fegan and Balanced Care Corporation dated February 11, 1999 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (No. 001-13845))** 10.94 Form of Change in Control Agreement (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K dated March 29, 1999 (No. 001-13845))** 10.95 Schedule to Form of Change in Control Agreement (incorporated by reference to Exhibit 99.2 of the Company's Current Report on Form 8-K dated March 29, 1999 (No. 001-13845))** 83 21 10.96 First Amended and Restated Change in Control Agreement dated May 26, 1999 between Balanced Care Corporation and Mark S. Moore (previously filed)** 10.97 Separation Agreement, dated as of July 13, 1999, by and between Balanced Care Corporation and Paul A. Kruis (previously filed)** 10.98 Change in Control Agreement between Balanced Care Corporation and Gary W. Anderson dated July 29, 1999 (previously filed)** 10.99 Separation Agreement, dated as of August 23, 1999, by and between Balanced Care Corporation and Brian L. Barth (previously filed)** 21.1 Schedule of Subsidiaries of Balanced Care Corporation (previously filed) 23.1 Independent Auditors' Consent -- KPMG LLP (previously filed) 27.1 Financial Data Schedule (previously filed) 84 22 - --------------- * Certain exhibits and schedules to the Exhibits attached hereto have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished to the Commission upon request. ** Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K. (b) Reports on Form 8-K: No Current Reports on Form 8-K were filed for the quarter ended June 30, 1999. (c) Exhibits: See (a)(3) above. (d) Financial Statement Schedule: Schedule II -- Valuation and Qualifying Accounts. All other schedules for which provision is made in the applicable accounting regulations of the United States Securities and Exchange Commission have been omitted because such schedules are not required under the related instructions or are inapplicable or because the information required is included in the consolidated financial statements or notes thereto. 85 23 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the United States Securities Exchange Act of 1934, the Registrant has duly caused this amendment to its Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. BALANCED CARE CORPORATION By: /s/ BRAD E. HOLLINGER ------------------------------------ Brad E. Hollinger Chairman of the Board, President and Chief Executive Officer Date: October 27, 1999 86 24 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 2.1 Asset Purchase Agreement among BCC of Wisconsin, Inc., the Company and Urquhart Company dated as of September 30, 1998 (incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 1998 (No. 001-13845)) 3.1 Amended and Restated Certificate of Incorporation of Balanced Care Corporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (No. 333-37833)) 3.2 Bylaws of Balanced Care Corporation, as amended (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 333-37833)) 4.1 Form of Capital Stock Purchase Warrant, together with schedule (incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-1 (No. 333-37833)) 4.2 Form of Capital Stock Purchase Warrant, together with schedule (incorporated by reference to Exhibit 4.10 to the Registration Statement on Form S-1 (No. 333-37833)) 4.3 Form of Capital Stock Purchase Warrant, together with schedule (incorporated by reference to Exhibit 4.11 to the Registration Statement on Form S-1 (No. 333-37833)) 10.1 Form of Meditrust Facility Lease Agreement, together with schedule (incorporated by reference to Exhibit 10.46 to the Registration Statement on Form S-1 (No. 333-37833)) 10.2 Form of Meditrust Facility Lease Agreement (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.3 Schedule to Form of Meditrust Facility Lease Agreement (incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.4 Form of Meditrust Option Agreement (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.5 Schedule to Form of Meditrust Option Agreement (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845))
87 25 10.6 Form of Meditrust Shortfall Funding Agreement (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.7 Schedule to Form of Meditrust Shortfall Funding Agreement (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.8 Form of Meditrust Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.9 Schedule to Form of Meditrust Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.10 Form of Nationwide Health Properties, Inc. ("NHP") First Series Lease and Security Agreement (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.11 Schedule to Form of NHP First Series Lease and Security Agreement (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.12 Form of NHP Second Series Lease and Security Agreement (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.13 Schedule to Form of NHP Second Series Lease and Security Agreement (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.14 NHP First Series Master Investment Agreement (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.15 NHP Second Series Master Investment Agreement (incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.16 Form of NHP First Series Option Agreement (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 88 26 - -------------------------------------------------------------------------------- 10.17 Schedule to Form of NHP First Series Option Agreement (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.18 Form of NHP Second Series Option Agreement (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.19 Schedule to Form of NHP Second Series Option Agreement (incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.20 Form of NHP First Series Shortfall Funding Agreement (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.21 Schedule to Form of NHP First Series Shortfall Funding Agreement (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.22 Form of NHP Second Series Shortfall Funding Agreement (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.23 Schedule to Form of NHP Second Series Shortfall Funding Agreement (incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.24 Form of NHP First Series Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.25 Schedule to Form of NHP First Series Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.26 Form of NHP Second Series Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.27 Schedule to Form of NHP Second Series Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) - --------------------------------------------------------------------------------
89 27 10.28 Form of American Health Properties, Inc. ("AHP") Lease and Security Agreement (incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.29 Schedule to Form of AHP Lease and Security Agreement (incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.30 Form of AHP Option Agreement (incorporated by reference to Exhibit 10.36 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.31 Schedule to Form of AHP Option Agreement (incorporated by reference to Exhibit 10.37 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.32 AHP Option Agreement II (incorporated by reference to Exhibit 10.38 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.33 Form of AHP Shortfall Funding Agreement, together with schedule (incorporated by reference to Exhibit 10.75 to the Registration Statement on Form S-1 (No. 333-37833)) 10.34 Schedule to Form of AHP Shortfall Funding Agreement (incorporated by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.35 Form of AHP Working Capital Assurance Agreement, together with schedule (incorporated by reference to Exhibit 10.80 to the Registration Statement on Form S-1 (No. 333-37833)) 10.36 Schedule to Form of AHP Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.42 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.37 Form of Ocwen Financial Corporation ("Ocwen") Lease Agreement (incorporated by reference to Exhibit 10.43 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.38 Schedule to Form of Ocwen Lease Agreement (incorporated by reference to Exhibit 10.44 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 90 28 10.39 Form of Ocwen Option Agreement (incorporated by reference to Exhibit 10.47 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.40 Schedule to Form of Ocwen Option Agreement (incorporated by reference to Exhibit 10.48 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.41 Form of Ocwen Shortfall Funding Agreement (incorporated by reference to Exhibit 10.49 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.42 Schedule to Form of Ocwen Shortfall Funding Agreement (incorporated by reference to Exhibit 10.50 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.43 Ocwen Shortfall Funding Agreement II (incorporated by reference to Exhibit 10.51 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.44 Form of Ocwen Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.52 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.45 Schedule to Form of Ocwen Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.53 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.46 Ocwen Working Capital Assurance Agreement II (incorporated by reference to Exhibit 10.54 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.47 First Amendment to Option Agreements, Shortfall Funding Agreements and Stock Pledge Agreements (incorporated by reference to Exhibit 10.55 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.48 Form of Capstone Lease, together with schedule (incorporated by reference to Exhibit 10.22 to the Registration Statement on Form S-1 (No. 333-37833)) 10.49 Form of Capstone Lease (incorporated by reference to Exhibit 10.57 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.50 Schedule to Form of Capstone Lease (incorporated by reference to Exhibit 10.58 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 91 29 10.51 Form of Capstone Option Agreement (incorporated by reference to Exhibit 10.60 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.52 Schedule to Form of Capstone Option Agreement (incorporated by reference to Exhibit 10.61 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.53 Form of Capstone Shortfall Funding Agreement (incorporated by reference to Exhibit 10.62 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.54 Schedule to Form of Capstone Shortfall Funding Agreement (incorporated by reference to Exhibit 10.63 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.55 Form of Capstone Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.64 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.56 Schedule to Form of Capstone Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.65 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.57 Form of Capstone Assignment, Assumption and Amendment Agreement (incorporated by reference to Exhibit 10.66 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.58 Schedule to Form of Capstone Assignment, Assumption and Amendment Agreement (incorporated by reference to Exhibit 10.67 to the Company's Annual Report on Form 10-K for the year ended June 30, 1998 (No. 001-13845)) 10.59 Lease, dated as of March 21, 1996, by and between HCPI Trust and BCC at Mt. Royal Pines, Inc. (incorporated by reference to Exhibit 10.34 to the Registration Statement on Form S-1 (No. 333-37833)) 10.60 First Amendment, dated as of March 31, 1997, to Lease dated as of March 21, 1996 by and between HCPI Trust and BCC at Mt. Royal Pines, Inc. (incorporated by reference to Exhibit 10.35 to the Registration Statement on Form S-1 (No. 333-37833)) 10.61 Loan and Security Agreement among Balanced Care Corporation and certain of its wholly-owned subsidiaries and HCFP Funding, Inc. dated April 22, 1999 (previously filed) 92 30 10.62 Revolving Credit Note from Balanced Care Corporation and certain of its wholly-owned subsidiaries in favor of HCFP Funding, Inc. dated April 22, 1999 (previously filed) 10.63 Environmental Indemnity Agreement by Balanced Care Corporation and certain of its wholly-owned subsidiaries in favor of HCFP Funding, Inc. dated April 22, 1999 (previously filed) 10.64 Deed of Trust, Assignment of Rents and Leases and Security Agreement from Balanced Care at North Ridge, Inc. in favor of HCFP Funding, Inc. dated April 22, 1999 (previously filed) 10.65 Form of Open-Ended Mortgage, Assignment of Rents, Leases and Security Agreement in favor of HCFP Funding, Inc. dated April 22, 1999 (previously filed) 10.66 Schedule to Form of Open-End Mortgage, Assignment of Rents, Leases and Security Agreement in favor of HCFP Funding, Inc. dated April 22, 1999 (previously filed) 10.67 Accounts Receivable Intercreditor Agreement between HCFP Funding, Inc. and Meditrust Mortgage Investments, Inc. dated April 22, 1999 (previously filed) 10.68 Amendment No. 1 to Loan and Security Agreement among Balanced Care Corporation and certain of its wholly-owned subsidiaries and HCFP Funding, Inc. dated July 1, 1999 (previously filed) 10.69 Amendment No. 2 to Loan and Security Agreement among Balanced Care Corporation and certain of its wholly-owned subsidiaries and HCFP Funding, Inc. dated July 29, 1999 (previously filed) 10.70 Form of HCRI Lease Agreement (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.71 Schedule to Form of HCRI Lease Agreement (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.72 Form of HCRI Construction Disbursing Agreement (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.73 Schedule to Form of HCRI Construction Disbursing Agreement (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 93 31 10.74 Form of HCRI Option Agreement (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.75 Schedule to Form of HCRI Option Agreement (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.76 Form of HCRI Shortfall Funding Agreement (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.77 Schedule to Form of HCRI Shortfall Funding Agreement (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.78 Form of HCRI Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.79 Schedule to Form of HCRI Working Capital Assurance Agreement (incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.80 Form of HCRI Management Agreement (incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.81 Schedule to Form of HCRI Management Agreement (incorporated by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.82 Form of HCRI Guaranty (incorporated by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.83 Schedule to Form of HCRI Guaranty (incorporated by reference to Exhibit 10.14 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.84 Form of HCRI Loan Agreement (incorporated by reference to Exhibit 10.15 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845))
94 32 10.85 Schedule to Form of HCRI Loan Agreement (incorporated by reference to Exhibit 10.16 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (No. 001-13845)) 10.86 Lease Agreement between Pennsylvania BCC Properties, Inc. and Balanced Care at Saxonburg, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated March 18, 1999 No. 001-13845) 10.87 Lease Agreement between Pennsylvania BCC Properties, Inc. and Balanced Care at Bloomsburg II, Inc. (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K dated March 18, 1999 File No. 001-13845) 10.88 Balanced Care Corporation 1996 Stock Incentive Plan as Amended and Restated, effective as of August 18, 1998 (incorporated by reference to Annex A to the Proxy Statement on Schedule 14A dated October 6, 1998 (No. 001-13845)) 10.89 Employment Agreement, dated as of September 20, 1995, by and between Balanced Care Corporation and Robert J. Sutton (incorporated by reference to Exhibit 10.39 to the Registration Statement on Form S-1 (No. 333-37833))** 10.90 Employment Agreement, dated as of August 1, 1996, by and between Balanced Care Corporation and Brad E. Hollinger (incorporated by reference to Exhibit 10.37 to the Registration Statement on Form S-1 (No. 333-37833))** 10.91 Employment Agreement, dated as of November 24, 1997, by and between Balanced Care Corporation and Stephen G. Marcus (incorporated by reference to Exhibit 10.43 to the Registration Statement on Form S-1 (No. 333-37833))** 10.92 Consulting Agreement between Pier C. Borra and Balanced Care Corporation dated March 22, 1999, effective December 8, 1998 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (No. 001-13845)) 10.93 Employment Agreement between Clint T. Fegan and Balanced Care Corporation dated February 11, 1999 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (No. 001-13845))** 10.94 Form of Change in Control Agreement (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K dated March 29, 1999 (No. 001-13845))** 10.95 Schedule to Form of Change in Control Agreement (incorporated by reference to Exhibit 99.2 of the Company's Current Report on Form 8-K dated March 29, 1999 (No. 001-13845))** 95 33 10.96 First Amended and Restated Change in Control Agreement dated May 26, 1999 between Balanced Care Corporation and Mark S. Moore (previously filed)** 10.97 Separation Agreement, dated as of July 13, 1999, by and between Balanced Care Corporation and Paul A. Kruis (previously filed)** 10.98 Change in Control Agreement between Balanced Care Corporation and Gary W. Anderson dated July 29, 1999 (previously filed)** 10.99 Separation Agreement, dated as of August 23, 1999, by and between Balanced Care Corporation and Brian L. Barth (previously filed)** 21.1 Schedule of Subsidiaries of Balanced Care Corporation (previously filed) 23.1 Independent Auditors' Consent -- KPMG LLP (previously filed) 27.1 Financial Data Schedule (previously filed) 96 34 - --------------- * Certain exhibits and schedules to the Exhibits attached hereto have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished to the Commission upon request. ** Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K. 97 -----END PRIVACY-ENHANCED MESSAGE-----