-----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, VbMpq30pEnQ5NzqBD97ktZJcaVjT/hzc6xg+UYCi2o/6xZyCibpA6yBZFzGAalkL kBNTEm7oTkYiEJuv59N1hQ== 0000929624-97-001096.txt : 19970925 0000929624-97-001096.hdr.sgml : 19970925 ACCESSION NUMBER: 0000929624-97-001096 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970924 SROS: NYSE GROUP MEMBERS: SUN HEALTHCARE GROUP INC GROUP MEMBERS: SUNREG ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REGENCY HEALTH SERVICES INC CENTRAL INDEX KEY: 0000865120 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 330210226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43462 FILM NUMBER: 97684948 BUSINESS ADDRESS: STREET 1: 2742 DOW AVENUE CITY: TUSTIN STATE: CA ZIP: 92680 BUSINESS PHONE: 7145444443 MAIL ADDRESS: STREET 1: 2742 DOW AVENUE CITY: TUSTIN STATE: CA ZIP: 92680 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REGENCY HEALTH SERVICES INC CENTRAL INDEX KEY: 0000865120 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 330210226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-43462 FILM NUMBER: 97684949 BUSINESS ADDRESS: STREET 1: 2742 DOW AVENUE CITY: TUSTIN STATE: CA ZIP: 92680 BUSINESS PHONE: 7145444443 MAIL ADDRESS: STREET 1: 2742 DOW AVENUE CITY: TUSTIN STATE: CA ZIP: 92680 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUN HEALTHCARE GROUP INC CENTRAL INDEX KEY: 0000904978 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 850410612 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 101 SUN LANE N E CITY: ALBUQUERQUE STATE: NM ZIP: 87109 BUSINESS PHONE: 5058213355 MAIL ADDRESS: STREET 1: 101 SUN LANE N E CITY: ALBUQERQUE STATE: NM ZIP: 87109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUN HEALTHCARE GROUP INC CENTRAL INDEX KEY: 0000904978 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 850410612 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 101 SUN LANE N E CITY: ALBUQUERQUE STATE: NM ZIP: 87109 BUSINESS PHONE: 5058213355 MAIL ADDRESS: STREET 1: 101 SUN LANE N E CITY: ALBUQERQUE STATE: NM ZIP: 87109 SC 14D1/A 1 SCHEDULE 14D1/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1/A (Amendment No. 5) Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and SCHEDULE 13D/A (Amendment No. 5) Under the Securities Exchange Act of 1934 REGENCY HEALTH SERVICES, INC. (Name of Subject Company) SUNREG ACQUISITION CORP. SUN HEALTHCARE GROUP, INC. (Bidders) Common Stock, $.01 par value (Title of Class of Securities) 758934-10-3 (CUSIP Number of Class of Securities) Robert Murphy, Esq. Sun Healthcare Group, Inc. 101 Sun Lane NE Albuquerque, New Mexico 87109 Telephone: (505) 821-3355 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) Copy to: Michael Kennedy, Esq. Steve Camahort, Esq. Brobeck, Phleger & Harrison LLP One Market - Spear Street Tower San Francisco, California 94105 Telephone: (415) 442-0900 Page 1 of 6 Pages CUSIP NO. 758934-10-3 NAME OF REPORTING PERSONS: 1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: Sunreg Acquisition Corp. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[_] (b)[_] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF and BK - ------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 5 2(e) OR 2(f) [_] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,074,913 - ------------------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [_] - ------------------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 25.6% (based on 15,935,300 shares outstanding) - ------------------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON CO
Page 2 OF 6 Pages CUSIP NO. 758934-10-3 NAME OF REPORTING PERSONS: 1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: Sun Healthcare Group, Inc. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[_] (b)[_] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF and BK - ------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 5 2(e) OR 2(f) [_] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,074,913 - ------------------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [_] - ------------------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 25.6% (based on 15,935,300 shares outstanding) - ------------------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON HC
Page 3 OF 6 Pages Amendment No. 5 to the Tender Offer Statement on Schedule 14D-1 (the "Statement") and Amendment No. 5 to Schedule 13D relating to the offer by Sunreg Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware ("Purchaser") and a wholly owned subsidiary of Sun Healthcare Group, Inc., a Delaware corporation ("Parent"), to purchase all outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of Regency Health Services, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), at a price of $22.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase dated August 1, 1997 (the "Offer to Purchase") and in the related Letter of Transmittal (which together constitute the "Offer"), copies of which were attached to the Statement as Exhibits (a)(1) and (a)(2), respectively. ITEM 10. ADDITIONAL INFORMATION. Item 10(f) is hereby amended and supplemented by adding thereto the following: On September 23, 1997, Parent issued a press release announcing that it had extended the Consent Date for the Debt Tender Offer and Consent Solicitation. The new Consent Date is 5 p.m., Eastern Standard Time, on Friday, September 26, 1997 unless further extended in the manner described in the related Offer to Purchase and Consent Solicitation Statement. Parent also announced that the total amount payable for the Senior Securities and the Junior Securities is $1,105.16 per $1,000 principal amount and $1,191.37 per $1,000 principal amount, respectively, plus, in each case, accrued interest. The full text of the press release is set forth in Exhibit (a)(11) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended by adding the following exhibit: (a)(11) Press Release issued by Sun Healthcare Group, Inc. on September 23, 1997. Page 4 of 6 Pages SIGNATURE After due 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. September 24, 1997 SUNREG ACQUISITION CORP. By: /s/ Robert D. Woltil ----------------------- Name: Robert D. Woltil Title: Vice President SUN HEALTHCARE GROUP, INC. By: /s/ Robert D. Woltil ----------------------- Name: Robert D. Woltil Title: Senior Vice President for Financial Services & Chief Financial Officer Page 5 of 6 Pages EXHIBIT INDEX Exhibit No. Item --- ---- (a)(11) Press Release issued by Sun Healthcare Group, Inc. on September 23, 1997. Page 6 of 6 Pages EX-99.(A)(11) 2 PRESS RELEASE EXHIBIT (a)(11) Contact: Marjorie Goldstein (investors) Phyllis Goodman (media) 505-821-3355 SUN HEALTHCARE GROUP EXTENDS CONSENT DATE FOR REGENCY HEALTH SERVICES DEBT TENDER OFFER AND CONSENT SOLICITATION Albuquerque, N.M., Sept. 23, 1997 -- Sun Healthcare Group, Inc. (NYSE:SHG) has announced that Sunreg Acquisition Corp., a wholly owned subsidiary of Sun Healthcare Group, Inc., has amended its offer to purchase for cash (the "Debt Tender Offer and Consent Solicitation") all of Regency's outstanding (i) $110 million principal amount of 9-7/8% Senior Subordinated Notes due 2002 (the "Senior Securities") and (ii) $50 million principal amount of 12-1/4% Subordinated Notes due 2003 (the "Junior Securities," and, together with the Senior Securities, the "Securities"), and its solicitation for consents to amend the indentures pursuant to which the Securities were issued. As amended today, (i) the Consent Date for each issue of Securities has been extended to 5 p.m., Eastern Standard Time, on Sept. 26, 1997, unless extended and (ii) the total amount payable for the Senior Securities and the Junior Securities is $1,105.16 per $1,000 principal amount and $1,191.37 per $1,000 principal amount, respectively, plus, in each case, accrued interest. The total amount payable by Sun for the Securities was calculated so as to result in a yield to (A) in the case of the Senior Securities, Oct. 15, 1999, the earliest redemption date for the Senior Securities, equal to the sum of (1) the yield on the 7-1/2% United States Treasury Note due October 1999 as displayed by the Bloomberg Government Pricing Monitor on page "PX5" (the "Reference Source") at 2 p.m., Eastern Standard Time, on Sept. 23, 1997, which at such time was 110.516%, and (2) 75 basis points and (B) in the case of the Junior Securities, July 15, 2000, the earliest redemption date for the Junior Securities, equal to the sum of (1) the yield on the 6-1/8% United States Treasury Note due July 2000 as displayed by the Reference Source at 2 p.m., Eastern Standard Time, on Sept. 23, 1997, which at such time was 119.137%, and (2) 75 basis points. The Consent Payment for each issue of Securities remains unchanged at $17.50 per $1,000 principal amount of Securities. For each issue of Securities, the Debt Tender Offer and Consent Solicitation remain conditioned upon, among other things, (i) the valid tender of at least a majority of the aggregate outstanding principal amount of each issue of Securities, (ii) the receipt of consents from the holders of at least a majority of the aggregate outstanding principal amount of each issue of Securities (excluding any Securities owned by Regency or any affiliate of Regency) to eliminate substantially all of the restrictive covenants and delete or amend certain events of default and related provisions of the indentures and (iii) the satisfaction or waiver by Sunreg of all of the conditions with respect to its cash tender offer to purchase all Outstanding Shares of Common Stock of Regency at $22 per Share. The Debt Tender Offer and Consent Solicitation will expire at 12 midnight, Eastern Standard Time, on Oct. 7, 1997, unless extended. Holders of Securities may participate in the Debt Tender Offer and Consent Solicitation only through the completion of a Consent and Letter of Transmittal, copies of which may be obtained from Morrow & Co., Inc. or Innisfree M&A Incorporated, the Information Agents, at (800)866-9061. Headquartered in Albuquerque, N.M., Sun Healthcare Group, Inc. is a diversified international long-term care provider. Sun companies operate long-term care facilities and pharmacy services across the United States and in the United Kingdom. Sun subsidiaries also provide therapy services in the United States, fulfill the medical supply needs of nursing homes, and offer a comprehensive array of ancillary services for the healthcare industry. Except for historical information, all other matters in this press release are forward-looking statements that involve risks and uncertainties including, but not limited to, those detailed from time to time in the company's SEC filings, which include Sun's annual report on Form 10-K for the fiscal year ended Dec. 31, 1996. ### -----END PRIVACY-ENHANCED MESSAGE-----