-----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, WVuzXjryM8g7jRQvkeeVqxCMk6/xVCG09hu/VVBgnC+3uiilHFXqzUwIptGbaAaf MV+iA/AwVzp/oEicRiAIMA== /in/edgar/work/20000602/0000895345-00-000316/0000895345-00-000316.txt : 20000919 0000895345-00-000316.hdr.sgml : 20000919 ACCESSION NUMBER: 0000895345-00-000316 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000602 GROUP MEMBERS: MERCK & CO INC GROUP MEMBERS: MERCK-MEDCO MANAGED CARE, L.L.C. GROUP MEMBERS: PV ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROVANTAGE HEALTH SERVICES INC CENTRAL INDEX KEY: 0001072471 STANDARD INDUSTRIAL CLASSIFICATION: [8093 ] IRS NUMBER: 541508848 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-58191 FILM NUMBER: 648481 BUSINESS ADDRESS: STREET 1: 13555 BISHOPS COURT STREET 2: SUITE 201 CITY: BROOKFIELD STATE: WI ZIP: 53005 BUSINESS PHONE: 4147844600 MAIL ADDRESS: STREET 1: 13555 BISHOPS COURT STREET 2: SUITE 201 CITY: BROOKFIELD STATE: WI ZIP: 53005 FORMER COMPANY: FORMER CONFORMED NAME: PROVANTAGE INC DATE OF NAME CHANGE: 19981021 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROVANTAGE HEALTH SERVICES INC CENTRAL INDEX KEY: 0001072471 STANDARD INDUSTRIAL CLASSIFICATION: [8093 ] IRS NUMBER: 541508848 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-58191 FILM NUMBER: 648482 BUSINESS ADDRESS: STREET 1: 13555 BISHOPS COURT STREET 2: SUITE 201 CITY: BROOKFIELD STATE: WI ZIP: 53005 BUSINESS PHONE: 4147844600 MAIL ADDRESS: STREET 1: 13555 BISHOPS COURT STREET 2: SUITE 201 CITY: BROOKFIELD STATE: WI ZIP: 53005 FORMER COMPANY: FORMER CONFORMED NAME: PROVANTAGE INC DATE OF NAME CHANGE: 19981021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERCK & CO INC CENTRAL INDEX KEY: 0000064978 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 221109110 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: ONE MERCK DR STREET 2: P O BOX 100 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 BUSINESS PHONE: 9084234044 MAIL ADDRESS: STREET 1: ONE MERCK DR STREET 2: PO BOX 100 WS3AB-05 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERCK & CO INC CENTRAL INDEX KEY: 0000064978 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 221109110 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: ONE MERCK DR STREET 2: P O BOX 100 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 BUSINESS PHONE: 9084234044 MAIL ADDRESS: STREET 1: ONE MERCK DR STREET 2: PO BOX 100 WS3AB-05 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 SC TO-T/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------- AMENDMENT NO. 1 OF SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 AND AMENDMENT NO. 1 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 ---------------------------- PROVANTAGE HEALTH SERVICES, INC. (Name of Subject Company (Issuer)) MERCK & CO., INC. (OFFEROR PARENT) PV ACQUISITION CORP. (OFFEROR) MERCK-MEDCO MANAGED CARE, L.L.C. (PARENT SUBSIDIARY) (Names of Filing Persons (identifying status as offeror, issuer or other person)) ---------------------------- Common Stock, Par Value $0.01 Per Share (Including the Associated Rights) (Title of Class of Securities) 743725 10 3 (CUSIP Number of Class of Securities) ---------------------------- CELIA A. COLBERT PV ACQUISITION CORP. C/O MERCK & CO., INC. ONE MERCK DRIVE WHITEHOUSE STATION, NEW JERSEY 08889 (908) 423-1000 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) WITH A COPY TO: GARY P. COOPERSTEIN, ESQ. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON ONE NEW YORK PLAZA NEW YORK, NEW YORK 10004 (212) 859-8000 CALCULATION OF FILING FEE - ------------------------------------------------------------------------------ Transaction Valuation: * Amount of filing fee: $226,724,985 $45,345 - ------------------------------------------------------------------------------ * For purposes of calculating fee only. This amount is based on a per share offering price of $12.25 for 18,150,000 shares of common stock and for options to purchase 358,162 options with strike prices lower than $12.25 that may become exercisable before or during a subsequent offer period, if any. Pursuant to the Agreement and Plan of Merger, dated as of May 4, 2000, by and among ProVantage Health Services, Inc. (the "Company"), Merck & Co., Inc. and PV Acquisition Corp. (together, the "Bidders"), the Company represented to the Bidders that, as of such date, it had 18,150,000 shares of common stock issued and outstanding and 873,309 shares of common stock reserved for issuance upon exercise of outstanding stock options, none of which are currently exercisable and all of which will become exercisable before or during a subsequent offer period, if any. The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals 1/50 of one percent of the aggregate of the cash offered by the Bidder. [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: $226,724,985 Form or Registration No.: Schedule TO Filing Party: Merck & Co., Inc. and PV Acquisition Corp. Dated Filed: May 10, 2000 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transactions subject to Rule 13e-3. [X] 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: SCHEDULE 13D CUSIP No. 743725-10-3 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MERCK & CO., INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See instructions) WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW JERSEY NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 11,710,000(1) REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,710,000(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (See instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.5% 14 TYPE OF REPORTING PERSON (See instructions) CO (1) See Item 5 of Schedule TO, filed by Merck & Co., Inc. and PV Acquisition Corp. on May 10, 2000, and Items 4 and 5 of Schedule 13D, filed by Merck & Co., Inc., Merck-Medco Managed Care, L.L.C. and PV Acquisition Corp. on May 10, 2000. SCHEDULE 13D CUSIP No. 743725-10-3 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MERCK-MEDCO MANAGED CARE, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See instructions) AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 11,710,000(1) REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,710,000(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (See instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.5% 14 TYPE OF REPORTING PERSON (See instructions) OO (1) See Item 5 of Schedule TO, filed by Merck & Co., Inc. and PV Acquisition Corp. on May 10, 2000, and Items 4 and 5 of Schedule 13D, filed by Merck & Co., Inc., Merck-Medco Managed Care, L.L.C. and PV Acquisition Corp. on May 10, 2000. SCHEDULE 13D CUSIP No. 743725-10-3 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PV ACQUISITION CORP. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See instructions) AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 11,710,000(1) REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,710,000(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (See instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.5% 14 TYPE OF REPORTING PERSON (See instructions) CO (1) See Item 5 of Schedule TO, filed by Merck & Co., Inc. and PV Acquisition Corp. on May 10, 2000, and Items 4 and 5 of Schedule 13D, filed by Merck & Co., Inc., Merck-Medco Managed Care, L.L.C. and PV Acquisition Corp. on May 10, 2000. This Amendment No. 1, filed on June 2, 2000 to the Schedules TO and 13D filed on May 10, 2000, relates to the offer by PV Acquisition Corp., a Delaware corporation and indirect wholly owned subsidiary of Merck & Co., Inc., a New Jersey corporation ("Parent"), to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of ProVantage Health Services, Inc., a Delaware corporation (the "Company"), at a price of $12.25 per Share, net to the seller in cash and without interest thereon, on the terms and subject to the conditions set forth in the Offer to Purchase, dated May 10, 2000 (the "Offer to Purchase"), and the related Letter of Transmittal, which, together with the Offer to Purchase, constitutes the "Offer". ITEM 11. ADDITIONAL INFORMATION Item 11 is hereby amended to add the following information: At 11:59 p.m. on June 1, 2000, the waiting period applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired without a request for additional information from the Federal Trade Commission or the Antitrust Division of the Department of Justice. ITEM 12. EXHIBITS Item 12 is hereby amended to add the following exhibit: (a)(1)(I) -Press Release issued by Parent and the Company on June 2, 2000. SIGNATURES After due inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. June 2, 2000 MERCK & CO., INC. By: /s/ Judy C. Lewent ------------------------------------ Name: Judy C. Lewent Title: Senior Vice President and Chief Financial Officer PV ACQUISITION CORP. By: /s/ Judy C. Lewent ------------------------------------ Name: Judy C. Lewent Title: President MERCK-MEDCO MANAGED CARE, L.L.C. By: /s/ Richard T. Clark ------------------------------------ Name: Richard T. Clark Title: President EXHIBIT INDEX ------------- EXHIBIT (a)(1)(I) -Press Release issued by Parent and the Company on June 2, 2000. EX-99.(A)(1)(I) 2 0002.txt Exhibit (a)(1)(I) FOR IMMEDIATE RELEASE Media Contact: John Bloomfield (201) 269-6400 Investor Contact: Laura Jordan (908) 423-5185 HART-SCOTT-RODINO WAITING PERIOD EXPIRES FOR MERCK-MEDCO ACQUISITION OF PROVANTAGE HEALTH SERVICES, INC. FRANKLIN LAKES, N.J., June 2, 2000 - Merck-Medco Managed Care, L.L.C., the pharmaceutical benefit services subsidiary of Merck & Co., Inc. (NYSE:MRK), announced today that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, applicable to Merck-Medco's previously announced tender offer for all of the outstanding shares of common stock of ProVantage Health Services, Inc. (NYSE: PHS), par value $0.01 per share, has expired. As a result, Merck-Medco said that the condition of the tender offer relating to the expiration of the applicable Hart-Scott-Rodino waiting period has been satisfied. Merck-Medco, through a wholly owned subsidiary, previously commenced a cash tender offer of $12.25 per share for all issued and outstanding shares of common stock of ProVantage. The tender offer, which is being made pursuant to an Agreement and Plan of Merger dated as of Thursday, May 4, 2000, is scheduled to expire at 12:00 midnight, Eastern Daylight Time, on Wednesday, June 14, 2000, unless extended. Following the consummation of the tender offer, Merck-Medco intends to complete a merger to acquire any shares of ProVantage common stock that are not tendered in the offer. Merck-Medco expects to complete the acquisition by the end of June. J.P. Morgan is acting as Dealer Manager, Norwest Bank Minnesota is acting as depositary and Morrow & Co. is acting as information agent for the tender offer. This news release does not constitute an offer to purchase any securities, nor solicitation of a proxy, consent or authorization for or with respect to a meeting of the shareowners of Merck & Co., Inc. or ProVantage Health Services, Inc. or any action in lieu of a meeting. Any solicitations will be made only pursuant to separate materials in compliance with the requirements of applicable federal and state securities laws. ProVantage, headquartered in Waukesha, Wisconsin, is a health-care benefits management and health information company with health benefit management and health information technology divisions. Merck-Medco is the nation's leading provider of high-quality, affordable prescription-drug care, serving benefit plans of employers, unions, commercial and government health plans that provide benefits to more than 52 million Americans, including 14 million older Americans. Additional information about Merck-Medco is available at www.merckmedco.com. - --------------------------------------------------------------------------- This release contains forward-looking statements as defined in Section 21E of the Securities Exchange Act of 1934, including statements about future business operations, financial performance and market conditions. Such forward-looking statements involve risks and uncertainties inherent in business forecasts. - --------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----