0001104659-16-156519.txt : 20161114 0001104659-16-156519.hdr.sgml : 20161111 20161114080211 ACCESSION NUMBER: 0001104659-16-156519 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161114 DATE AS OF CHANGE: 20161114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIVE STAR QUALITY CARE, INC. CENTRAL INDEX KEY: 0001159281 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 043516029 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62369 FILM NUMBER: 161990671 BUSINESS ADDRESS: STREET 1: 400 CENTRE STREET CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: (617) 796 8387 MAIL ADDRESS: STREET 1: 400 CENTRE STREET CITY: NEWTON STATE: MA ZIP: 02458 FORMER COMPANY: FORMER CONFORMED NAME: FIVE STAR QUALITY CARE INC DATE OF NAME CHANGE: 20010918 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIVE STAR QUALITY CARE, INC. CENTRAL INDEX KEY: 0001159281 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 043516029 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 400 CENTRE STREET CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: (617) 796 8387 MAIL ADDRESS: STREET 1: 400 CENTRE STREET CITY: NEWTON STATE: MA ZIP: 02458 FORMER COMPANY: FORMER CONFORMED NAME: FIVE STAR QUALITY CARE INC DATE OF NAME CHANGE: 20010918 SC 14D9/A 1 a16-19407_18sc14d9a.htm SC 14D9/A

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 14D-9

 

(Rule 14d-101)

 

(Amendment No. 2)

 

SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FIVE STAR QUALITY CARE, INC.

(Name of Subject Company)

 

FIVE STAR QUALITY CARE, INC.

(Names of Person(s) Filing Statement)

 

Common Stock, par value $.01 per share
(Title of Class of Securities)

 

33832D106
(CUSIP Number of Class of Securities)

 

Richard A. Doyle
Chief Financial Officer and Treasurer
Five Star Quality Care, Inc.
400 Centre Street
Newton, Massachusetts 02458
(617) 796-8387

(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the person(s) filing statement)

 

Copy to:

Howard Berkenblit

Nicole Rives

Sullivan & Worcester LLP

One Post Office Square

Boston, Massachusetts 02109

(617) 338-2800

 

o      Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 


 

Introduction

 

This Amendment No. 2, or this Amendment, amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed by Five Star Quality Care, Inc., or the Company, with the Securities and Exchange Commission, or the SEC, on October 6, 2016, or, as previously amended or supplemented, the Schedule 14D-9.  The Schedule 14D-9 relates to the tender offer, or the Offer, by ABP Acquisition LLC, or the Purchaser, to purchase up to 18,000,000 of the issued and outstanding shares of common stock, par value $.01 per share, or the Shares, of the Company, at the offering price of $3.00 per Share, net to the seller in cash, without interest and less any required withholding taxes, or the Offer Price, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 6, 2016, or, as amended or supplemented by the Amendment and Supplement to the Offer to Purchase dated October 27, 2016, the Offer to Purchase, attached as Exhibit (a)(1)(A) to the Schedule TO filed by the Purchaser with the SEC on October 6, 2016, as amended or supplemented from time to time.

 

All information in the initial Schedule 14D-9 and in Amendment No. 1 thereto, filed by the Company with the SEC on October 28, 2016, is incorporated by reference into this Amendment and, except as otherwise set forth below, the information included in the initial Schedule 14D-9 and Amendment No. 1 thereto remains unchanged.  This Amendment is being filed to reflect the updates described below.

 

Item 8.  Additional Information.

 

Results of the Offer

 

The Purchaser has advised that, based on the final count provided to it by the depositary for the Offer, the total number of Shares validly tendered in the Offer was 22,769,337 Shares. Pursuant to the terms of the Offer, the number of Shares that the Purchaser purchased from tendering stockholders was prorated so that the Purchaser purchased in the Offer a total of 17,999,999 Shares.

 

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SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.

 

Date: November 14, 2016

 

 

 

 

 

 

FIVE STAR QUALITY CARE, INC.

 

 

 

 

 

By:

/s/ Richard A. Doyle

 

 

Richard A. Doyle

 

 

Chief Financial Officer and Treasurer

 

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