SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SC TO-T/A
AMENDMENT TO TENDER OFFER
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
THE SECURITIES ACT OF 1934
TRI NATIONAL DEVELOPMENT CORPORATION
(name of subject company)
SENIOR CARE INDUSTRIES, INC., OFFEROR
(names of filing persons (identifying status as offeror, issuer or other person)
COMMON STOCK OF TRI-NATIONAL DEVELOPMENT CORPORATION
(Title of Class of Securities)
89557H102
(CUSIP Number of Class of Securities)
SENIOR CARE INDUSTRIES, INC.
410 Broadway, 2nd Floor
Laguna Beach, CA 92651
(949) 376-3125 Fax: (949) 376-9117
(Name, Address, and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
This amendment is being filed to notify individuals who may desire to tender
their shares in Tri-National that they should not do so until they receive the
tender offer and related prospectus in the mail and that they should read the
prospectus before making any investment decision because it contains important
information.
Calculation of Registration Fee
Transaction Valuation* Amount of Filing Fee
--------------------- --------------------
Stock $ 2,000,000 Paid May 22, 2001
Warrants $ 7,000,000 Paid May 22, 2001
* (Set forth the amount on which the filing fee is calculated and state how it
was determined.) The Transaction Valuation is based upon the market price of the
securities to be received by Senior Care Industries, Inc. pursuant to Regulation
230.457(f)(1) with the value based upon the price of the securities subject to
the tender as of May 10, 2001 as set forth in Rule Regulation 230.457c. This
calculation is based as follows:
Number of potential shares to be tendered: 20,000,000
Price of those shares on May 10, 2001: $.10
Additionally, for each three shares tendered, the shareholder tendering those
shares will receive 1 warrant in Senior Care Industries, Inc. The warrant
calculation is based upon Regulation 230.457(g)(2) where the calculation is
based upon the warrant price which is $1 per warrant. This calculation is based
as follows:
Estimated number of warrants: 7,000,000
Warrant price: $1.00
1
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $2,250
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Form or Registration No.: TO-T
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Filing Party: Senior Care Industries, Inc.
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Date Filed: May 22, 2001
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[ ] Check the box if the filing relates solely to preliminary
communications made before commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
2
AMENDMENT
The Registrant makes the following amendment to its Tender Offer to shareholders
of Tri-National Development Corporation filed on Form TO-T dated May 22, 2001,
amended on Form TO-I/A filed on June 29, 2001 pursuant to Regulation
240.13(e)(4)(c)(3):
In all references to August 31, 2001 being the last day for Tri-National
shareholders to tender their shares to Senior Care, that date shall be amended
to read that the last day shall be October 31, 2001.
PRESS RELEASE
Additionally, the Company will immediately issue the following press release and
reports the contents of that Press Release pursuant to pursuant to Regulation
240.13(e)(4)(c)(1) as follows:
SENIOR CARE EXTENDS ITS TENDER OFFER TO TRI-NATIONAL SHAREHOLDERS LAGUNA BEACH,
Calif., August 28, 2001 -- Senior Care Industries, Inc. [OTCBB: SENC] announced
today that it is extending its tender offer to Tri-National Development
Corporation [OTCBB: TNAV] shareholders by an additional 60 days. The offer which
had scheduled to end on August 31, 2001 will now be extended through October 31,
2001. Senior Care said the primary reason for the extension was twofold. First
of all, Senior Care is still in the process of responding to comments on Senior
Care's registrations statement from the Securities & Exchange Commission.
Following the comment process, a prospectus will be mailed to all Tri-National
shareholders. Secondly, Tri-National shareholders need time to assess the impact
of the involuntary Chapter 11 Petition filed against Tri-National on August 23,
2001. The Petition, filed by major creditors of Tri-National including Senior
Care, was filed in the U. S. Bankruptcy Court in the Southern District of
California, in San Diego. Tri-National must respond no later than September 12,
2001 to submit a motion or answer to the Petition and appear before Judge John
J. Hargrove in San Diego who has been assigned to the case. A state court
receiver had earlier taken possession of Tri-National's United States assets in
June of this year. The receiver had been requested in court proceedings
initiated by Capital Trust, Inc. [NYSE: CT], to whom Tri-National owes more than
$8,000,000. Capital Trust obtained a judgment against not only Tri-National, but
also against certain officers and directors. Tri-National is also delinquent in
payments to over 300 bondholders to whom it owes another $11,000,000.
Senior Care is presently developing 233 single family senior "smart homes" near
Palm Springs, California and 54 town houses in Las Vegas, Nevada. Sales of
Senior Care's Evergreen Manor II condominium project in Los Angeles, California,
have been brisk, according to management. All Senior Care properties are
developed for the senior market.
Senior Care also owns Noble Concepts, a manufacturer of high-quality "Craftsman
Mission" furniture which is distributed throughout the United States to a
variety of furniture retailers. Senior Care also uses Noble to furnish its
models and rental units.
Forward-Looking Statements: This news release contains certain "forward-looking"
statements within the meaning of the Private Securities Litigation Reform Act of
1995, which provides a new "safe harbor" for these types of statements. To the
extent statements in this news release involve, without limitation, product
development and introduction plans, the company's expectations for growth,
estimates of future revenues, expenses, profits, cash flow, balance sheet items,
sell-through or backlog, forecasts of demand or market trends for the company's
product categories and for the industries in which the company operates, or any
other guidance on future periods, these statements are forward-looking
statements. Senior Care does not assume any obligation to update forward-looking
statements. For more information, readers may contact Tom Gavin at Investor
Relations Network at (909) 279-8884 or tom@irnonline.com At OTC Financial
Network:
Call 877-366-0843 or 781-444-6100
Analyst Inquiries: Geoffrey Eiten, ext. 613 or geiten@otcfn.com
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Media Inquiries: Kristina Henneberg, ext. 615 or Kristina@otcfn.com or
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Rick McCaffrey, ext. 621 or rick@otcfn.com
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Issuer certifies
that it has reasonable grounds to believe that is meets all of the requirements
for filing of this Amendment to Form TO and intended Press Release and has duly
caused this Amendment and intended Press Release to be signed on its behalf by
the undersigned, there unto duly authorized, in the City of Laguna Beach, State
of California, on August 29, 2001.
Senior Care Industries, Inc.
/s/ Mervyn A. Phelan, Sr.
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Chief Executive Officer, Chairman
Of the Board of Directors & Director
Senior Care Industries, Inc.
/s/ Bob Coberly
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Chief Financial Officer & Director