================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- SCHEDULE 14D-9 Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) --------------- REGENCY HEALTH SERVICES, INC. (Name of Subject Company) REGENCY HEALTH SERVICES, INC. (Name of Person(s) Filing Statement) --------------- COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 758934-103 (CUSIP Number of Class Securities) --------------- David A. Grant, Esq. Senior Vice President and General Counsel Regency Health Services, Inc. 2742 Dow Avenue Tustin, California 92780 (714) 544-4443 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) with a copy to: Judith R. Thoyer, Esq. Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 (212) 373-3000 ================================================================================ This is Amendment No. 1 ("Amendment No. 1") to the original statement on Schedule 14D-9 filed by Regency Health Services, Inc. (the "Company"), dated August 1, 1997 (the "Schedule 14D-9"). This Amendment No. 1 amends Items 8 and 9 of the Schedule 14D-9. Item 8. Additional Information to be Furnished. Item 8 is amended as follows: On August 22, 1997, the Company mailed to holders of its 9-7/8% Senior Subordinated Notes due 2003 and its 12-1/4% Subordinated Notes due 2003, a letter disclosing its position with respect to the tender offers commenced for such securities by Offeror in connection with the Offer. A copy of such letter is filed as Exhibit 5 hereto and is incorporated herein by reference in its entirety. Item 9. Material to be Filed as Exhibits. Item 9 is amended by adding the following: Exhibit 5 Letter from the Company to the holders of its 9-7/8% Senior Subordinated Notes due 2003 and 12-1/4% Subordinated Notes due 2003, dated August 22, 1997* ------------ *Not included in copies mailed to stockholders. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. By: /s/ David A. Grant --------------------------- Name: David A. Grant Title: Senior Vice President and General Counsel Dated: August 22, 1997