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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 5, 2001
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ALTERRA HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-11999 39-1771281
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
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10000 INNOVATION DRIVE
MILWAUKEE, WISCONSIN 53226
(Address of principal executive offices)
(414) 918-5000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On March 5, 2001, the Registrant closed on a $7.5 million bridge loan
provided by certain of Registrant's principal stock and convertible debenture
holders. The bridge loan has a six-month term and bears interest at an
escalating interest rate, commencing at 10% per annum for the first three
months, 11% per annum for the next three months and, if the maturity of the
bridge loan is extended, escalating by one-half of one percent for each month
thereafter. The bridge loan is secured by first mortgages on two residences in
construction, three vacant residences held for disposition and several parcels
of raw land. At the Registrant's option, the six-month term of the loan may be
extended by an additional six months whereupon the bridge loan will become
convertible into convertible subordinated debentures of the Registrant having
rights and terms substantially similar to the Registrant's Series B 9-3/4%
pay-in-kind convertible debentures, but having a conversion price equal to the
greater of (i) $75 per share of Series B preferred stock (a common stock
equivalent price of $0.75 per share) and (ii) if during the original six month
term of the bridge loan the Registrant has sold any shares of common stock or
Series B preferred stock (or any securities convertible into common stock or
Series B preferred stock) in a transaction resulting in gross proceeds of in
excess of $5 million, the equivalent price per share of such common stock or
Series B preferred stock (or the conversion price thereof, whichever is
applicable). Pursuant to the agreements with the bridge lenders, the bridge
lenders will be entitled to participate in any transaction involving the
issuance by Registrant of equity or equity-linked securities during the term of
the bridge loan.
As an inducement to make the bridge loan, the Registrant issued the bridge
lenders warrants to purchase an aggregate of 60,000 shares of a newly designated
class of the Registrant's preferred stock, the Series B-1 Non-Voting
Participating Preferred Stock (the "Series B-1 Preferred Stock"), having rights
and terms substantially similar to the Registrant's Series B preferred stock.
Like the Series B preferred stock, each share of the Series B-1 Preferred Stock
underlying the warrants has rights, other than voting rights, substantially
similar to 100 shares of common stock of the Registrant. The five-year warrants
are exercisable at a price of $75 per share for 20,000 shares of the Series B-1
Preferred Stock, $100 per share for 20,000 shares of the Series B-1 Preferred
Stock and $125 per share for 20,000 shares of the Series B-1 Preferred Stock.
The Registrant also reported that, pursuant to the anti-dilution provisions
operative in the $213.8 million of outstanding 9-3/4% convertible pay-in-kind
debentures and preferred stock originally issued by Registrant in May and August
2000, upon the issuance of these warrants the conversion price for these
debentures decreased from $4.00 to $3.36 per share of common stock for the
Series A and Series C debentures and from $400 to $336 per share of Series B
preferred stock for the Series B debentures. In the event the bridge loan
becomes convertible or the Registrant issues equity or equity-linked securities
at prices that are below the adjusted conversion prices for the 9-3/4%
convertible debentures, such conversion prices will be reduced further pursuant
to the anti-dilution provisions of these debentures.
On March 6, 2001, the Registrant issued a press release announcing that
it had closed the Bridge Loan and reporting on its continuing discussions with
its principal lenders and lessors regarding the restructuring of its debt and
lease obligations (the "Press Release"), a copy of which is filed as an exhibit
hereto. The text of the Press Release is incorporated herein by this reference.
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ITEM 7. EXHIBITS
99.1 Loan Agreement dated as of March 5, 2001 between the
Registrant and RDVEPCO, L.L.C., a Michigan limited liability
company, Holiday Retirement 2000, LLC, a Washington limited
liability company, The Toronto-Dominion Bank, a Canadian
chartered bank, and HBK Master Fund, L.P., a Cayman Islands
limited partnership (exhibits to this agreement have been
omitted pursuant to Item 601(b)(2) of the Regulation S-K; the
Registrant agrees to furnish supplementally to the Commission,
upon request, a copy of these exhibits).
99.2 Form of Warrant Certificate issued by the Registrant on March
5, 2001 to the entities listed in the schedule attached as
Exhibit 99.3 herein.
99.3 Schedule of Warrant Certificates issued by the Registrant on
March 5, 2001 for Series B-1 Non-Voting Participating
Preferred Stock.
99.4 Certificate of Designation for the Series B-1 Non-Voting
Participating Preferred Stock of the Registrant.
99.5 Press release dated March 6, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: March 8, 2001
ALTERRA HEALTHCARE CORPORATION
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(Registrant)
By: /s/ Mark W. Ohlendorf
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Mark W. Ohlendorf, Chief Financial
Officer, Senior Vice President,
Treasurer and Secretary
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EXHIBIT INDEX
99.1 Loan Agreement dated as of March 5, 2001 between the Registrant and
RDVEPCO, L.L.C., a Michigan limited liability company, Holiday Retirement
2000, LLC, a Washington limited liability company, The Toronto-Dominion
Bank, a Canadian chartered bank, and HBK Master Fund, L.P., a Cayman
Islands limited partnership (exhibits to this agreement have been omitted
pursuant to Item 601(b)(2) of the Regulation S-K; the Registrant agrees to
furnish supplementally to the Commission, upon request, a copy of these
exhibits).
99.2 Form of Warrant Certificate issued by the Registrant on March 5, 2001 to
the entities listed in the schedule attached as Exhibit 99.3 herein.
99.3 Schedule of Warrant Certificates issued by the Registrant on March 5, 2001
for Series B-1 Non-Voting Participating Preferred Stock.
99.4 Certificate of Designation for the Series B-1 Non-Voting Participating
Preferred Stock of the Registrant.
99.5 Press release dated March 6, 2001.