U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
MAY 29, 2001
(Date of Report)
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Commission File No. 0-29164
TRI-NATIONAL DEVELOPMENT CORP.
(Name of Small Business Issuer in its charter)
Wyoming 33-0741573
(State of Incorporation) I.R.S. Employer
Identification No.
480 Camino Del Rio S., Suite 140
San Diego, California 92108
(Address of principal executive officers)
(619) 718-6370
(Registrant's telephone number, including area code)
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ITEM 2. OTHER EVENTS
PREVIOUS SALE
On March 28, 2001, Tri-National Development Corp. (the "Company") entered
into agreements with Senior Care Industries, Inc. (OTC BB:SENC), a
publicly-listed Nevada corporation ("Senior Care"), to sell certain real
estate assets of the Company in exchange for $60,550,000 in convertible
preferred stock of Senior Care plus Senior Care's assumption of debt in the
amount of $9,679,055 for a total of $70,229,055. A prior 8-K has been
filed detailing these events.
TENDER OFFER
Subsequently, on May 22, 2001, Senior Care Industries, Inc. filed an
initial Form TO-T with the U.S. Securities and Exchange Commission making
and elaborating an offer to buy up to 51% of the outstanding common stock
of Tri-National Development Corp. (OTC BB:TNAV). Said Form is incorporated
by reference herein. The stock of both companies is traded on the Over the
Counter Bulletin Board.
Senior Care is offering to buy up to 51% of the outstanding Common shares
of Tri-National Development Corp., or approximately 20,000,000 common
shares. The terms of the offer are as follows: For every three (3) shares
of Tri-National common stock that are tendered, Senior Care is offering one
(1) share of Senior Care common stock plus one (1) warrant giving the
holder the right at the holder's option to purchase one (1) additional
share of Senior Care common stock for a period of one year by the payment
of $1.00 to Senior Care.
Shareholders of the Company may tender their Tri-National common shares at
any time after the date of the tender offer, May 22, 2001, up to and
including August 31, 2001. It is not anticipated at this time that
shareholders will be able to tender their Tri-National common shares after
August 31, 2001. If a total of 51% of the common shares of Tri-National
are not tendered to Senior Care by August 31, 2001, then Senior Care may at
its option (a) extend the offering period, (b) accept the shares which have
been tendered, or (c) opt not to accept any tendered shares. If more than
51% of the common shares of Tri-National are tendered to Senior Care by
August 31, 2001, then Senior Care may at its option (a) accept the full
amount tendered or (b) accept any amount between 51% and the full amount
tendered by accepting a fixed and equal percentage of all blocks of shares
tendered.
INSTRUCTIONS
Holders of Tri-National common shares electing to tender their shares must
sign and complete a letter of transmittal which will be provided by Senior
Care to Tri-National shareholders. Said letter of transmittal will allow
the shareholder to designate the number of shares of Tri-National tendered
under the Tender Offer. The completed letter of transmittal, together with
the Tri-National common stock certificates and any other required documents
must then be sent by one of the methods designated in the letter of
transmittal. This package must be received by the transfer agent at the
address provided on the letter of transmittal before the expiration date of
August 31, 2001. Shareholders of Tri-National common stock which is held
by a broker in street name will receive instructions from their broker on
how to participate in this Tender Offer and effect the tendering of such
shares.
DISCLAIMER AND ADVISORY
THE TENDER OFFER IS MADE ONLY BY THE OFFERING DOCUMENTS AND PROSPECTUS AND
NO INVESTMENT DECISION SHOULD BE MADE WITHOUT FIRST CAREFULLY READING ALL
RELEVANT DOCUMENTS. The appropriate offering documents and prospectus will
be sent to Tri-National shareholders in due course after the Securities &
Exchange Commission has responded with comments to the filings by Senior
Care management.
TRI-NATIONAL SHAREHOLDERS ARE ALSO ADVISED TO REVIEW THE TENDER OFFER
STATEMENT AND ALL RELATED DOCUMENTS FILED BY SENIOR CARE WITH THE
SECURITIES AND EXCHANGE COMMISSION. Copies of such filed documents may be
obtained at the SEC website http://www.sec.gov.
ANY INVESTOR WHO DOES NOT FEEL FULLY COMPETENT TO MAKE AN INFORMED DECISION
WITH REGARD TO THE TENDER OFFER IS FURTHER ADVISED TO SEEK APPROPRIATE
LEGAL AND/OR FINANCIAL COUNSEL PRIOR TO MAKING ANY INVESTMENT DECISION.
REGISTRATION
Senior Care intends to file an S-4 Registration Statement to register both
the common shares and warrants to be issued pursuant to this Tender Offer
as the earliest possible date after the Tender Offer is published and
mailed to the Tri-National shareholders. The Registration Statement may not
become effective for a period of time after it has been filed. Stock and
warrants in Senior Care will not be issued pursuant to this Tender Offer
until the Registration Statement is effective.
ADDITIONAL INFORMATION
As of May 10, 2001, prior to the announcement of this Tender Offer, Tri-
National Common stock had been trading on the Over the Counter Bulletin
Board [OTC:BB:TNAV] at approximately $.10 per share on an average over the
last several days. During this same period of time, Senior Care common
stock had been trading on the Over the Counter Bulletin Board [OTC:BB:SENC]
in the range of $2.75 to $4.50 during that same period of time. Senior
Care believes the common stock of Tri-National is significantly undervalued
and that the tender offer provides an avenue for the realization of that
value to the benefit of both Senior Care and Tri-National.
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 hereunto duly authorized.
Date: May 25, 2001
TRI-NATIONAL DEVELOPMENT CORP.
(Registrant)
By: Michael A. Sunstein,
President, Chief Executive
Officer and Chairman of the Board