UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a).
LEXINGTON HEALTHCARE GROUP, INC.
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(Name of Issuer)
Common Stock, $0.001 Par Value Per Share
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(Title of Class of Securities)
52 909 K 108
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(CUSIP Number)
Mark Berger, c/o Americare Healthcare Services Corporation
4045 Sheridan Avenue, Suite 181, Miami Beach, Florida 33140
(303) 887-6616
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 26, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box o.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
SCHEDULE 13D
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CUSIP NO. 52 909 K 108 Page 1 of 8 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Americare Healthcare Services Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(D) or 2(E) |_|
Not Applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
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7. SOLE VOTING POWER
NUMBER OF SHARES 225,167 shares beneficially owned in the aggregate
BENEFICIALLY -------------------------------------------------------------
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING PERSON Not applicable
WITH -------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
225,167 shares beneficially owned in the aggregate
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10. SHARED DISPOSITIVE POWER
Not applicable
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,167
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
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14. TYPE OF REPORTING PERSON*
CO
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Item 1. Security and Issuer.
This statement on Schedule 13D (the "Statement") relates to the
common stock, $0.001 par value per share (the "Common Stock") of Lexington
Healthcare Group, Inc., a Delaware corporation (the "Company"), with its
principal executive offices at 1557 New Britain Avenue, Farmington, CT 06032.
Item 2. Identity and Background.
This Statement is being filed by Mark Berger on behalf of Americare
Healthcare Services Corporation, a Colorado corporation, the principal business
address of which is 4045 Sheridan Avenue, Suite 181, Miami Beach, Florida 33140.
Americare Healthcare Services Corporation (the "Corporation") is wholly owned
and controlled by Mr. Berger. The principal business of the Corporation is asset
management. During the last five years neither the Corporation nor Mr. Berger
has (i) been convicted in a criminal proceeding or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Corporation purchased the shares of Common Stock on January 26,
2001 (the "Transaction Date") for $14,784 and the options on the additional
shares of common stock for $17,772 (collectively, the "Securities"), both of
which purchases constituted private transactions. The proceeds used to acquire
such Securities consisted of working capital of the Corporation.
Item 4. Purpose of Transaction.
The transaction was entered into for purposes of investment only.
Item 5. Interest in Securities of the Issuer.
As a result of the events that require the filing of this statement,
Mr. Berger beneficially owns, through the Corporation, 105,600 shares of Common
Stock of the Company and holds options to purchase an additional 119,567 such
shares of Common Stock. The reported percentage owned presumes the exercise of
such options, as required by Rule 13d-3(d)(1)(i)(A) of the Securities Exchange
Act of 1934, as amended.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Corporation purchased the Securities from Harry Dermer, a former
officer and director of the Company, and Mary Archambault pursuant to a certain
Amended and Restated Stock and Option Purchase Agreement, a form of which is
filed
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herewith as Exhibit A. The options were fully vested as of the Transaction Date
but have not been exercised as of the date hereof.
In addition, the Corporation purchased the Securities in conjunction
with New Generation LLC and Connecticut Investments LLC, each of which purchased
a third of the Securities acquired from Mr. Dermer and Ms. Archambault. New
Generation LLC is beneficially owned by Mr. Jack Friedler, a control person of
the Company. New Generation LLC, Connecticut Investments LLC and the Corporation
(the "Members") do not beneficially own 50% or more of the shares of Common
Stock, but would hold over 50% of such shares of Common Stock if the options
purchased from Mr. Dermer and Ms. Archambault were fully exercised and the
shares individually owned by Mr. Friedler were included.
The Members are party to a certain agreement (the "Agreement")
whereby each agreed to acquire the Securities from Mr. Dermer and Ms.
Archambault. The aggregate sum to be paid to Mr. Dermer and Ms. Archambault
pursuant to such Agreement is $32,556. The Agreement stipulates that the
Members, including Mr. Friedler as an individual, will vote as a Group. The
shares of the Group will be voted as determined by the majority thereof.
Item 7. Material to be Filed as Exhibits.
The Amended and Restated Stock and Option Purchase Agreement under
which the Corporation acquired the Securities reported hereby is filed as
Exhibit A hereto.
The Agreement is attached hereto as Exhibit B.
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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.
Date: February 16, 2001 AMERICARE HEALTHCARE SERVICES CORPORATION
/s/ Mark Berger
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By: Mark Berger
Title: Sole shareholder and CEO
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Exhibit A
AMENDED AND RESTATED
STOCK AND OPTION PURCHASE AGREEMENT
This Agreement is by and between HARRY DERMER ("Dermer") and MARY
ARCHAMBAULT ("Archambault", and collectively with Dermer "Sellers") each with an
address at 8 Crossroads Drive, Avon, Connecticut 06001, and NEW GENERATION, LLC
with an address at ___ Collins Avenue, Miami Beach, Florida, CONNECTICUT
INVESTMENTS, LLC, a Florida limited liability Company, and AMERICARE HEALTH CARE
SERVICES CORPORATION, a Colorado corporation, each with an address at 4711 Golf
Road, Suite 700, Skokie, Illinois 60676 ("Buyers").
STATEMENT OF FACTS
A. Dermer owns 615,000 shares of common stock in Lexington Healthcare
Group, Inc., a Delaware corporation ("Dermer Stock"). Archambault owns 60,000
shares of common stock in Lexington Healthcare Group, Inc. ("Archambault Stock"
and collectively with Dermer Stock, the "Stock").
B. Dermer wishes to sell 316,800 shares of the Dermer Stock to the Buyers
("Sale Shares") and to sell to Buyers an option to purchase the remaining shares
owned by Dermer and Archambault and the Buyers wish to purchase the Sale Shares.
C. Dermer wishes to sell to the Buyers an option ("Dermer Option") to
purchase his remaining 298,200 shares of the Dermer Stock ("Dermer Option
Shares"). Archambault wishes to sell to the Buyers an option to purchase all of
the shares of the Archambault Stock ("Archambault Option").
D. The parties previously executed a Stock and Option Purchase Agreement
dated December, 2000. This Agreement amends and restates the prior agreement.
IT IS AGREED:
i. Purchase of Sale Shares of Stock and Option. Each Buyer agrees
to purchase one-third of the Sale Shares (105,600 shares
each), one-third of the Dermer Option and one-third of the
Archambault Option. Dermer agrees to sell, as of the Closing,
one-third of the Sale Shares and Dermer Option to each Buyer
and Archambault agrees to sell to the Buyers, and the Buyers
agree to purchase the Archambault Option, as of the Closing.
ii. Purchase Price For Sale Shares, Option and Payment. The Buyers
shall pay to Dermer and Archambault the aggregate purchase
price of $97,668 ($32,556 each) for the Sale Shares, the
Dermer Option and the Archambault Option. Such purchase price
shall be made by the payment of $50,000 ($16,666.67 each) to
Dermer and Archambault by the Buyers, which has been paid as a
non-refundable deposit and the balance of $65,112 by cash,
certified checks, bank checks or wire transfer(s) to Dermer
and Archambault at the Closing.
iii. Closing for Sale Shares and Option. The closing for the
transfer of the Sale Shares shall take place, subject to the
condition set forth in paragraph 14, on January 31, 2001 at
10:00 a.m. Eastern Standard Time at the offices of Levy &
Droney, P.C., 74 Batterson Park Road, Farmington, Connecticut
("Closing"). At
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the Closing the Buyers shall pay the purchase price for the
Sale Shares the Dermer Option and the Archambault Option and
Dermer and Archambault shall deliver to the Buyers
certificates representing the Sale Shares, the Dermer Option
and the Archambault Option together with duly executed stock
powers bearing guaranteed signatures, effective to transfer
one-third of the Sale Shares, the Dermer Option and the
Archambault Option to each of the Buyers.
iv. Sale of Options. Dermer hereby sells to the Buyers an option
to purchase the Dermer Option Shares for a purchase price of
1(cent)per Dermer Option Share at any time between the date
hereof and two (2) years from the date hereof ("Dermer
Option"). Archambault hereby sells to the Buyers an option to
purchase the Archambault Stock at a purchase price of
1(cent)per share of Archambault Stock at any time between the
date of this Agreement and two (2) years from the date hereof
("Archambault Option"). At least ninety (90) days prior to the
exercise of the Dermer Option and the Archambault Option, the
Buyer shall give notice to Dermer and Archambault of the
intent to exercise such option and Dermer and Archambault and
the Buyers shall promptly apply to the Department of Public
Health of the State of Connecticut for change of ownership
approval of the Dermer Option Shares and the Archambault
Stock. Upon receipt of such change of ownership approval, the
Buyers may exercise the Dermer Option and the Archambault
Option. The period for the exercise of the Dermer Option and
the Archambault Option shall be extended indefinitely to
accommodate such change of ownership approval. Upon receipt of
such change of ownership approval and within fifteen (15) days
after the receipt of written notice to Dermer and Archambault
of the exercise of the Dermer Option and the Archambault
Option, the closing for the transfer of the Dermer Option
Shares and the Archambault Stock shall take place in
accordance with the procedures set forth in the Paragraph 3
above.
v. Consulting Agreement. Concurrently with the Closing, the
Company shall enter into a Consulting Agreement with Dermer
under the terms of which Dermer shall provide certain
consulting services.
vi. Restrictions on Transferability of Stock. Each Buyer
acknowledges that the shares of Stock constitute restricted
securities and may be transferred only in compliance with all
applicable state and Federal securities laws.
vii. Purchase For Investment. Each Buyer acknowledges that it is
purchasing the Sale Shares and the option to purchase the
Dermer Option Shares and the option to purchase the
Archambault Stock with the intention of holding them for
investment and not with the intention of distribution or
resale.
viii. Representation and Warranties of the Sellers. Each of the
Sellers hereby represents and warrants to the Buyers that, to
their actual knowledge, all of the following are true and
correct. Each further represents and warrants that he or she
has no actual knowledge nor should have knowledge of any of
the following not being true and correct.
(i) Ownership. Dermer is the owner of 615,000 shares
of the outstanding common stock of Lexington
Healthcare Group, Inc., free and clear of any
liens, pledges, security interests or rights of
others. Archambault is the owner of 60,000 shares
of common stock of Lexington Healthcare
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Group, Inc., free and clear of any liens, pledges,
security interests or rights of others.
(ii) Authority. Each of the Sellers has full power and
authority to execute and deliver this Agreement
and neither the execution and delivery of this
Agreement, the consummation of the transactions
herein contemplated nor compliance with the terms
of this Agreement will conflict with or constitute
a default under any agreement or instrument to
which either Seller is a party or by which he or
she is or may be bound. This Agreement and all
writings relating hereto to be executed by the
Sellers in connection herewith constitute valid
and binding obligations of the Sellers enforceable
in accordance with their respective terms.
(iii) Disclosure. No representation or warranty by the
Sellers in this Agreement nor any statement or
certificate furnished or to be furnished to the
Buyers pursuant hereto, or in connection with the
transaction contemplated hereby, contains or will
contain any untrue statement or fact, or omit to
state a fact required to be stated therein or
necessary to make the statements contained therein
not misleading.
(iv) Liabilities. The Lexington Healthcare Group, Inc.
("Company") has not incurred or suffered any
material liabilities since the date of the filing
of its latest report on Form 10Q. A true, accurate
and complete list of the Company's accounts
receivable and accounts payable is attached hereto
as Exhibit "A".
ix. Filings. Each of the Buyers and each of the Sellers agree to
make any filings which may be appropriate or necessary with
the Securities and Exchange Commission under the Securities
Act of 1933, the Securities and Exchange Act of 1934, and/or
the Williams Act, or under any regulations promulgated under
any of the foregoing.
x. Survival of Representations, Warranties and Agreements. All of
the warranties, representations, covenants and agreements by
the Sellers contained in this Agreement shall survive the
execution of this Agreement and any closing of any transaction
contemplated hereby indefinitely irrespective of any
investigation conducted by or on behalf of the Buyers and
shall be unaffected by any such investigation.
xi. Governing Law. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of
Connecticut.
xii. Notices. Any notice, demand, offer or other written instrument
("Notice") required or permitted to be given shall be in
writing signed by the party giving such Notice and shall be
hand delivered or sent, postage prepaid, by Federal Express or
similar overnight delivery, or by Certified or Registered
Mail, Return Receipt
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Requested, to the parties at the addresses as set forth in
this Agreement. Any Notice to be given to the estate of any
deceased person shall be addressed to the personal
representative of such deceased person at his address or, if
there be no personal representative, to the estate of the
deceased person at his address as set forth in this Agreement.
Any party shall have the right to change the place to which
such Notice shall be sent or delivered by similar notice sent
in like manner to all other parties hereto.
xiii. Captions. The captions of this Agreement are for convenience
and reference only and in no way define, describe, extend or
limit the scope or intent of this Agreement or the intent of
any provision contained in this Agreement.
xiv. Amendments. This Agreement may not be amended in any respect
whatsoever except by a further agreement, in writing, fully
executed by each of the parties.
xv. Successors. This Agreement shall be binding upon the Sellers,
the Buyers and their respective successors, assigns, heirs and
personal representatives.
xvi. Further Assurances. The parties agree to execute such other
and further documents as may be required to effectuate the
transaction set forth herein.
xvii. Counterparts. The Agreement may be executed in one or more
counterparts, each of which shall be deemed an original.
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Dated as of the 29th day of December, 2000.
WITNESSES SELLERS:
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Harry Dermer
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Mary Archambault
BUYERS:
NEW GENERATION, LLC
By:
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CONNECTICUT INVESTMENTS, LLC
By:
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Its
AMERICARE HEALTH CARE
SERVICES CORPORATION
By:
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Its
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Exhibit B
Exhibit B
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AGREEMENT
This Agreement made and executed by and among Jack Friedler of
Collins Avenue, Miami Beach, Florida (hereinafter "Friedler"), and New
Generation, LLC, a Florida limited liability company with an office at 4747
Collins Avenue, Suite 1002, Miami Beach, Florida (hereinafter "New Generation"),
and Connecticut Investments, LLC, a Florida limited liability company with an
office at Suite No. 181, 4045 Sheridan Avenue, Miami Beach, Florida (hereinafter
"Connecticut Investments"), and Americare Health Care Services Corporation, a
Colorado corporation with an office at Suite No. 181, 4045 Sheridan Avenue,
Miami Beach, Florida (hereinafter "Americare"). New Generation, Connecticut
Investments and Americare are hereinafter, at times, collectively referred to as
"Buyers" and separately as "Each Buyer".
Recitals
Friedler is the owner of 1,426,500 shares of common stock (the
"Shares") of Lexington Healthcare Group, Inc., a Delaware corporation with its
principal office in Farmington, Connecticut (hereinafter the "Corporation"). The
Corporation is a publicly held corporation. Harry Dermer ("Dermer"), the chief
executive officer of the Corporation is the owner of 615,000 Shares, and Mary
Archambault ("Archambault") is the owner of 60,000 Shares (collectively, the "DA
Shares"). Dermer and Archambault have agreed to sell and the Buyers have agreed
to purchase 316,800 DA Shares and options on the remaining 358,700 DA Shares
(the "Options," referred to collectively with the DA Shares as the "Securities')
for an aggregate purchase price of $97,668. Each Buyer has agreed to contribute
$32,556 in exchange for one third of the Securities. It is understood by the
Buyers that an additional $152,332 will be advanced to the Corporation, and that
the Corporation will use such monies to fund Dermer for services rendered. The
Buyers each agree to advance a third of $152,332 to the Corporation. In addition
to the aforementioned contribution, the principles of the Buyers, as the equity
owners of four long term healthcare facilities being leased to the Corporation,
have agreed to accrue a portion of the rental due from the Corporation and may
contribute additional funds to the Corporation. Subsequent to the completion of
the acquisition of the Securities, Dermer and Archambault will resign as
officers and/or directors of the Corporation. As part of the consideration for
Connecticut Investments and Americare agreeing to acquire the Securities,
Connecticut Investments and Americare are requiring that Each Buyer participate
in a Voting Trust wherein they shall each have an equal vote in the selection of
directors, officers and managers of the Corporation.
NOW, THEREFORE, in consideration of the aforesaid recitals which
ratified are incorporated herein, the parties agree as follows:
1. Each Buyer agrees to contribute an aggregate of $32,556 toward
the acquisition of the Securities.
2. Friedler agrees that not withstanding his ownership of 1,426,500
Shares in addition to those being acquired from Dermer and Archambault, he will
vote his Shares, at all times, and the Shares of New Generation, LLC, in
accordance with the desires of at least two of Each Buyer, himself inclusive.
Likewise, Americare and Connecticut Investments will vote their Shares in
accordance with the desires of a majority of the Buyers.
3. No party hereto shall assign this Agreement nor shall he or it
sell, assign, hypothecate or pledge the Shares without the express written
consent of all of the parties hereto.
4. In recognition of Friedler's ownership of 1,426,500 Shares, the
first $309,150 or equivalent value received by Buyers by way of the sale of
Shares, merger, or by a distribution from the Corporation, shall be paid over to
Friedler. Therefore, any additional sums received on account of the Shares or
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distribution from the Corporation, shall be distributed equally to the Buyers.
5. Friedler and the Buyers agree to execute a Voting Trust wherein
all Shares owned by Friedler and the Buyers will be voted as a block in
accordance with the desires of a majority of the Buyers.
6. Each Buyer agrees to advance one third of the funds reasonably
necessary to conduct an exhaustive due diligence to determine the viability of
the Corporation, not withstanding that the parties have failed to consummate the
purchase of the Securities.
IN WITNESS WHEREOF, the parties hereto have set their hands and
seals on the date opposite their respective signatures.
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Jack Friedler, individually Date
NEW GENERATION, LLC
By
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Jack Friedler, Manager Date
CONNECTICUT INVESTMENTS, LLC
By
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Yehuda Sova, Manager Date
AMERICARE HEALTH CARE
SERVICES CORPORATION
By
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Mark Berger, President Date
Jack Friedler, by these presents, does hereby guaranty the
obligations of New Generation, LLC as set forth and limited to this Agreement.
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Jack Friedler Date
Yehuda Sova, by these presents, does hereby guaranty the obligations
of Connecticut Investments, LLC as set forth and limited to this Agreement.
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Yehuda Sova Date
Mark Berger, by these presents, does hereby guaranty the obligations
of Americare Health Care Services Corporation as set forth and limited to this
Agreement.
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Mark Berger Date
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