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
-----------------------
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-T/A filed on June 29, 2001 and amended on Form TO-T/A filed
on September 11, 2001 pursuant to Regulation 240.13(e)(4)(c)(3):
In all references to October 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 December 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:
TRI-NATIONAL FILES BANKRUPTCY AS SENIOR CARE EXTENDS ITS TENDER OFFER
TO TRI-NATIONAL SHAREHOLDERS: LAGUNA BEACH, Calif., October 23, 2001 --
Senior Care Industries, Inc. [OTCBB: SENC] announced today that it has been
informed that Tri-National Development Corporation [OTCBB: TNAV] filed voluntary
Chapter 11 in the United States Bankruptcy Court in San Diego, Case No.
01-10964-JH. The case was assigned to the same judge who was hearing the
involuntary bankruptcy case which had been filed by a group of creditors
including Senior Care in August of this year. The case will be heard by
Judge Hargrove.
The tender offer to Tri-National shareholders which was made by Senior Care
earlier this year was scheduled to expire on October 31, 2001. Senior Care
announced that the tender offer will now be extended to December 31, 2001.
Senior Care also announced that because of the bankruptcy filing, it would
accept only 51% of outstanding shares of Tri-National and would refuse to
purchase any shares above that percentage.
Senior Care said the primary reason for the extension was twofold. First of all,
Senior Care has received a second series of comments from the Securities &
Exchange Commission and is presently in the process of responding to those
comments on the amended registrations statement which was filed on September 11,
2001. Secondly, because the tender is hostile, Senior Care had been unable to
obtain information from Tri-National which is necessary to respond to the SEC
comments. Senior Care now hopes that the information provided by the bankruptcy
schedules will give it sufficient information to be able to respond.
About Senior Care
-----------------
Senior Care develops housing for seniors and is presently developing 233 single
family senior "smart homes" near Palm Springs, California, 54 town houses in Las
Vegas, Nevada and 56 apartments for seniors at Senior Care's West Valley
Apartment complex in New Mexico. Sales of Senior Care's Evergreen Manor II
condominium project in Los Angeles, California, have been brisk, according to
management.
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.
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.
-------------------------------
Chief Executive Officer, Chairman
Of the Board of Directors & Director
Senior Care Industries, Inc.
/s/ Bob Coberly
------------------------------
Chief Financial Officer & Director