-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FUbm3l81+fq1eCYvcC1Jjh94URFbChS0oEQPbmv7/2MjezYmCBFeLGJaiO+U+J1o Z7FPKU6p5dWjiXGykCC4fA== 0000927016-98-001232.txt : 19980331 0000927016-98-001232.hdr.sgml : 19980331 ACCESSION NUMBER: 0000927016-98-001232 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980330 SROS: NONE GROUP MEMBERS: FOUNTAIN VIEW INC GROUP MEMBERS: FV-SCC ACQUISITION CORP. GROUP MEMBERS: HERITAGE FUND II, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUMMIT CARE CORP CENTRAL INDEX KEY: 0000875192 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 953656297 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-43590 FILM NUMBER: 98578926 BUSINESS ADDRESS: STREET 1: 2600 W MAGNOLIA BLVD CITY: BURBANK STATE: CA ZIP: 91505-3031 BUSINESS PHONE: 8189724035 MAIL ADDRESS: STREET 1: 2600 W MAGNOLIA BLVD CITY: BURBANK STATE: CA ZIP: 91505-3031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FOUNTAIN VIEW INC CENTRAL INDEX KEY: 0001055468 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 11900 W OLYMPIC BLVD STREET 2: STE 680 CITY: LOS ANGELES STATE: CA ZIP: 90064 BUSINESS PHONE: 3105710351 MAIL ADDRESS: STREET 1: 11900 W OLYMPIC BLVD STREET 2: STE 680 CITY: LOS ANGELES STATE: CA ZIP: 90064 SC 14D1/A 1 AMENDMENT TO SCHEDULE 14D1 As Filed with the Securities and Exchange Commission on March 30, 1998 =================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT (PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) (AMENDMENT NO. 4) (FINAL AMENDMENT) AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ SUMMIT CARE CORPORATION (NAME OF SUBJECT COMPANY) FOUNTAIN VIEW, INC. FV-SCC ACQUISITION CORP. HERITAGE FUND II, L.P. (NAME OF PERSONS FILING STATEMENT) ------------------------ COMMON STOCK, NO PAR VALUE PER SHARE (TITLE OF CLASS OF SECURITIES) ------------------------ 865910103 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ ROBERT M. SNUKAL FOUNTAIN VIEW, INC. 11900 W. OLYMPIC BOULEVARD SUITE 680 LOS ANGELES, CA 90064 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT) ------------------------ WITH A COPY TO: STEPHEN M. L. COHEN, ESQ. CHOATE, HALL & STEWART EXCHANGE PLACE 53 STATE STREET BOSTON, MA 02109 (617) 248-5000 - ------------------------------------------------------------------------------ CALCULATION OF FILING FEE - ------------------------------------------------------------------------------ TRANSACTION VALUATION* AMOUNT OF FILING FEE** $143,062,500 $28,613.00 - ------------------------------------------------------------------------------ * FOR PURPOSES OF CALCULATING THE FILING FEE ONLY. THIS CALCULATION ASSUMES THE PURCHASE OF AN AGGREGATE OF 6,812,500 SHARES OF COMMON STOCK, NO PAR VALUE PER SHARE, OF SUMMIT CARE CORPORATION (THE "SHARES") AT $21.00 NET PER SHARE IN CASH. ** THE AMOUNT OF THE FILING FEE, CALCULATED IN ACCORDANCE WITH RULE 0-11(d) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EQUALS 1/50TH OF 1% OF THE AGGREGATE VALUE OF CASH OFFERED BY FV-SCC ACQUISITION CORP. FOR SUCH NUMBER OF SHARES. [X] CHECK 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: $28,613.00 FILING PARTY: FOUNTAIN VIEW, INC. AND FV-SCC ACQUISITION CORP. FORM OF REGISTRATION NO.: SCHEDULE 14D-1, FILE NO. 5-43590 DATE FILED: FEBRUARY 13, 1998 ==================================================================== CUSIP NO. 86590103 14D-1 AND 13D -------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person: Fountain View, Inc. - ------------------------------------------------------------------------------ 2. Check Appropriate Box if (a) [_] a member of a Group (b) [_] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Sources of Funds: BK AF - ------------------------------------------------------------------------------ 5. Check Box if Disclosure of [_] Legal Proceedings Required Pursuant to Item 2(e) or 2(f) - ------------------------------------------------------------------------------ 6. Place of Organization: Delaware - ------------------------------------------------------------------------------ 7. Aggregate Amount Beneficially Owned: 6,752,238 Shares - ------------------------------------------------------------------------------ 8. Check if Amount in Row 7 Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 9. Percent of Class: Approximately 99.1% - ------------------------------------------------------------------------------ 10. Type of Reporting Person: CO - ------------------------------------------------------------------------------ CUSIP NO. 86590103 14D-1 AND 13D -------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person: FV-SCC ACQUISITION CORP. - ------------------------------------------------------------------------------ 2. Check Appropriate Box if (a) [_] a member of a Group (b) [_] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Sources of Funds: AF - ------------------------------------------------------------------------------ 5. Check Box if Disclosure of [_] Legal Proceedings Required Pursuant to Item 2(e) or 2(f) - ------------------------------------------------------------------------------ 6. Place of Organization: Delaware - ------------------------------------------------------------------------------ 7. Aggregate Amount Beneficially Owned: 6,752,238 Shares - ------------------------------------------------------------------------------ 8. Check if Amount in Row 7 Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 9. Percent of Class: 99.1% - ------------------------------------------------------------------------------ 10. Type of Reporting Person: CO - ------------------------------------------------------------------------------ CUSIP NO. 86590103 14D-1 -------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person: HERITAGE FUND II, L.P. - ------------------------------------------------------------------------------ 2. Check Appropriate Box if (a) [_] a member of a Group (b) [_] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Sources of Funds: WC - ------------------------------------------------------------------------------ 5. Check Box if Disclosure of [_] Legal Proceedings Required Pursuant to Item 2(e) or 2(f) - ------------------------------------------------------------------------------ 6. Place of Organization: Delaware - ------------------------------------------------------------------------------ 7. Aggregate Amount Beneficially Owned: None - ------------------------------------------------------------------------------ 8. Check if Amount in Row 7 Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 9. Percent of Class: 0% - ------------------------------------------------------------------------------ 10. Type of Reporting Person: PN - ------------------------------------------------------------------------------ INTRODUCTION This Amendment No. 4 (the "Amendment") to the Tender Offer Statement on Schedule 14D-1, as amended (the "Schedule 14D-1") filed by Fountain View, Inc., a Delaware corporation ("Parent"), FV-SCC Acquisition Corp., a Delaware corporation ("Purchaser") and Heritage Fund II, L.P. ("Heritage"), relates to the offer by Purchaser, a wholly owned subsidiary of Parent, to purchase all outstanding Shares of Summit Care Corporation, a California corporation (the "Company"), at a price of $21.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase dated February 13, 1998, as supplemented by a Supplement to Offer to Purchase dated March 19, 1998 (the "Offer to Purchase") and in the related Letter of Transmittal (which together constitute the "Offer"), copies of which are attached hereto as Exhibits (a)(1), (a)(9) and (a)(2), respectively. This Amendment amends the Schedule 14D-1 originally filed on February 13, 1998, by Purchaser and Parent, as amended by (i) Amendment No. 1 filed March 11, 1998, by Purchaser, Parent and Heritage; (ii) Amendment No. 2 filed March 16, 1998, by Purchaser, Parent and Heritage; and (iii) Amendment No. 3 filed March 19, 1998, by Purchaser, Parent and Heritage. All capitalized terms used in this Amendment without definition have the meanings attributed to them in the Schedule 14D-1. This Amendment also constitutes the Statement on Schedule 13D with respect to the acquisition by Purchaser and Parent of beneficial ownership of the Shares, pursuant to General Instruction F of Schedule 14D-1. The items of the Schedule 14D-1 set forth below are hereby amended and supplemented as follows: ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a)-(b) The Offer expired at 12:00 midnight, New York City time, on March 25, 1998. Based on a preliminary count approximately 6,752,238 Shares, or approximately 99.1% of the total number of Shares then outstanding were tendered pursuant to the Offer; of this, 1,290 Shares were tendered pursuant to notices of guaranteed delivery. On March 26, 1998, Purchaser accepted for payment all Shares validly tendered and not withdrawn prior to the expiration of the Offer. As a result of the foregoing, Purchaser has a sufficient number of Shares to enable it to effect the Merger without a vote or meeting of the Company's shareholders. After the Merger, Parent will own 100% of the Company. Parent and Purchaser intend to effect the Merger as soon as practicable. The text of the press release dated March 27, 1998 announcing the expiration of the tender offer and the acceptance of validly tendered Shares is annexed hereto as Exhibit (a)(11) and is hereby incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby supplemented and amended by adding the following exhibit: (a)(11) Joint Press Release issued by Parent, Purchaser and Heritage on March 27, 1998. SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct. March 30, 1998 FV-SCC ACQUISITION CORP. By: /s/ Robert M. Snukal -------------------------- Name: Robert M. Snukal Title: President and Treasurer FOUNTAIN VIEW, INC. By: /s/ Robert M. Snukal --------------------------- Name: Robert M. Snukal Title: Chief Executive Officer and President HERITAGE FUND II, L.P. By: HF PARTNERS II, L.L.C. By: /s/ Michel Reichert ------------------- Name: Michel Reichert Title: Manager EXHIBIT INDEX (a)(1) Form of Offer to Purchase, dated February 13, 1998.* (a)(2) Form of Letter of Transmittal.* (a)(3) Form of Notice of Guaranteed Delivery.* (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients.* (a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) Summary Advertisement as published in The Wall Street Journal on February 13, 1998.* (a)(8) Text of Press Release issued by the Company on February 9, 1998.* (a)(9) Supplement to Offer to Purchase dated March 19, 1998.* (a)(10) Press Release issued by Parent and Purchaser on March 16, 1998.* (a)(11) Joint Press Release issued by Parent, Purchaser and Heritage on March 27, 1998. (b) Commitment letter dated February 6, 1998 issued by the Bank of Montreal.* (c)(1) Agreement and Plan of Merger, dated as of February 6, 1998, by and among the Company, Parent, Purchaser and Heritage Fund II, L.P.* (c)(2) Agreement entered into as of February 6, 1998 by and among Parent, Robert Snukal, Sheila Snukal, William Scott and Heritage Fund II, L.P.* (c)(3) Summit Care Corporation Special Severance Pay Plan.* (d) Not Applicable. (e) Not Applicable. (f) Not Applicable. _______________________ * Previously filed. EX-99.A.11 2 JOINT PRESS RELEASE Exhibit (a)(11) FOUNTAIN VIEW, INC. 11900 W. OLYMPIC BOULEVARD, SUITE 680 LOS ANGELES, CA 90064 FOR IMMEDIATE RELEASE Contact: Robert M. Snukal Fountain View, Inc. 11900 W. Olympic Boulevard Suite 680 Los Angeles, CA 90064 Tel: 310-571-0351 HERITAGE AND FOUNTAIN VIEW ACCEPT TENDERED SHARES OF SUMMIT CARE CORPORATION BOSTON, Massachusetts and LOS ANGELES, California, March 27: Heritage Fund II, L.P., Fountain View, Inc. and FV-SCC Acquisition Corp. ("FV-SCC") announced today that 6,752,238 shares, or approximately 99.1% of the outstanding shares of common stock of Summit Care Corporation (Nasdaq:SUMC) were tendered at a price of $21.00 per share, net to the seller in cash, in response to FV-SCC's tender offer, based upon a preliminary count by Harris Trust Company of New York, the depositary. The tender offer expired by its terms on March 25, 1998 and the shares tendered will be purchased in accordance with the terms of the offer. Payment for the tendered shares is scheduled for March 27, 1998. Fountain View will proceed with those steps necessary to complete the merger of FV-SCC, its wholly-owned subsidiary, with and into Summit Care. The merger is expected to be completed on or about April 16, 1998. Pursuant to the merger, any shares of Summit common stock not tendered and purchased pursuant to the tender offer will be converted into the right to receive $21.00 per share in cash. As a result of the acquisition, Fountain View, Inc. is a leading operator of long-term care facilities and a leading provider of a full continuum of post- acute care services, with a strategic emphasis on sub-acute specialty medical care. Fountain View operates a network of facilities in California, Texas and Arizona, including 44 skilled nursing facilities that offer sub-acute, rehabilitative and specialty medical skilled nursing care, as well as six assisted living facilities that provide room and board and social services in a secure environment. Fountain View also operates contract and outpatient therapy businesses, and three pharmacy units, one of which is a joint venture. The combined operation will have approximately 6,600 beds, 5,300 full-time equivalent employees and $275 million in annual revenues. "As in many other sectors, the long-term care industry needs to consolidate to remain competitive above all in view of the added pressure on pricing stemming from managed care," says Michel Reichert, Heritage Managing General Partner. Reichert added, "the merger of Fountain View and Summit, therefore, will ensure a stronger market position for the two operations as large providers of higher acuity skilled nursing services in Southern California and Texas." Further information regarding acceptance and payment for tendered shares is available from the information agent, Morrow & Co., Inc. at (800) 566-9061 or from the dealer manager, Sutro & Co. at (310) 914-7799. -----END PRIVACY-ENHANCED MESSAGE-----