-----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, LXtbAG7Jld5oJkIpVzbrvyOrlrSmXVk+w0Sxos6q7wmfhFax8fWQfdAOEdHB23Qo QGIWsbK54XHseW755Rw9wg== 0000950152-98-000403.txt : 19980126 0000950152-98-000403.hdr.sgml : 19980126 ACCESSION NUMBER: 0000950152-98-000403 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980123 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUBURBAN OSTOMY SUPPLY CO INC CENTRAL INDEX KEY: 0001016872 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 042675674 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47781 FILM NUMBER: 98512018 BUSINESS ADDRESS: STREET 1: 75 OCTOBER HILL RD CITY: HOLLISTON STATE: MA ZIP: 01746 BUSINESS PHONE: 5084291000 MAIL ADDRESS: STREET 1: 75 OCTONBER HILL RD CITY: HOLLISTON STATE: MA ZIP: 01746 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUBURBAN OSTOMY SUPPLY CO INC CENTRAL INDEX KEY: 0001016872 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 042675674 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-47781 FILM NUMBER: 98512019 BUSINESS ADDRESS: STREET 1: 75 OCTOBER HILL RD CITY: HOLLISTON STATE: MA ZIP: 01746 BUSINESS PHONE: 5084291000 MAIL ADDRESS: STREET 1: 75 OCTONBER HILL RD CITY: HOLLISTON STATE: MA ZIP: 01746 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVACARE CORP CENTRAL INDEX KEY: 0000742112 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 952680965 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 899 CLEVELAND ST STREET 2: P O BOX 4028 CITY: ELYRIA STATE: OH ZIP: 44036 BUSINESS PHONE: 2163296000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVACARE CORP CENTRAL INDEX KEY: 0000742112 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 952680965 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 899 CLEVELAND ST STREET 2: P O BOX 4028 CITY: ELYRIA STATE: OH ZIP: 44036 BUSINESS PHONE: 2163296000 SC 14D1/A 1 INVACARE/SUBURBAN OSTOMY SC 14D1/A & SC 13D 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 (AMENDMENT NO. 3/FINAL) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.1) ------------------------ Suburban Ostomy Supply Co., Inc. -------------------------------- (NAME OF SUBJECT COMPANY) Inva Acquisition Corp. Invacare Corporation -------------------- (BIDDERS) Common Stock, No Par Value -------------------------- (TITLE OF CLASS OF SECURITIES) 864471 10 7 ----------- (CUSIP NUMBER OF CLASS OF SECURITIES) Thomas R. Miklich, Esq. Chief Financial Officer, General Counsel, Treasurer and Corporate Secretary Invacare Corporation One Invacare Way Elyria, Ohio 44036 (440) 329-6000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) COPIES TO: Dale C. LaPorte, Esq. Calfee, Halter & Griswold LLP 1400 McDonald Investment Center 800 Superior Avenue Cleveland, Ohio 44114 (216) 622-8200 2
------------------------------------- CUSIP NO. 864471 10 7 14D-1 AND 13D PAGE ______ OF _____ PAGES --------------- ------------------------------------- - --------- --------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Inva Acquisition Corp. - --------- --------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] - --------- --------------------------------------------------------------------------------- 3 SEC USE ONLY - --------- --------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - --------- --------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEM 2(d) or 2(e) - --------- --------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts - --------- --------------------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 10,486,248 - --------- --------------------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] - --------- --------------------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) Approximately 91.8% of the Shares outstanding on a fully diluted basis as of January 22, 1998. - --------- --------------------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON CO - --------- ---------------------------------------------------------------------------------
3
---------------------------------------- CUSIP NO. 864471 10 7 14D-1 AND 13D PAGE ______ OF _____ PAGES ---------------- ---------------------------------------- - --------- ----------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Invacare Corporation - --------- ----------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] - --------- ----------------------------------------------------------------------------------- 3 SEC USE ONLY - --------- ----------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, BK - --------- ----------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - --------- ----------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - --------- ----------------------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 10,486,248 - --------- ----------------------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] - --------- ----------------------------------------------------------------------------------- 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) Approximately 91.8% of the Shares outstanding on a fully diluted basis as of January 22, 1998. - --------- ----------------------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON CO - --------- -----------------------------------------------------------------------------------
4 This Amendment No. 3/Final amends the combined Tender Offer Statement on Schedule 14D-1 and Statement on Schedule 13D initially filed on December 22, 1997, as amended (the "Statement") by Invacare Corporation, an Ohio corporation (the "Parent"), and its wholly owned subsidiary Inva Acquisition Corp., a Massachusetts corporation (the "Purchaser"), relating to the Purchaser's tender offer for all of the outstanding shares of common stock, no par value, of Suburban Ostomy Supply Co., Inc., a Massachusetts corporation (the "Company"). Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Statement. This Amendment No.3 reports the expiration of the Offer. This Amendment No.3 also constitutes an amendment to the Statement on Schedule 13D with respect to the acquisition by the Purchaser and Parent of beneficial ownership of the Shares. Item 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY Item 6 of the Schedule 14D-1 is hereby amended and supplemented by the following: At midnight, New York City time, on Thursday, January 22, 1998, the Offer expired. Based on the Depositary's report approximately 10,486,248 Shares were tendered pursuant to the Offer, of which 79,501 were tendered pursuant to notices of guaranteed delivery. On January 23, 1998, effective as of 12:01 a.m., all Shares validly tendered and not withdrawn prior to the expiration of the Offer were accepted for payment. The acceptance for payment resulted in Purchaser owning approximately 99.5 percent of the outstanding Shares (91.8 percent on a fully diluted basis). A copy of a press release of Parent announcing the expiration of the Offer and the acceptance of validly tendered Shares is attached hereto as Exhibit (a)(10) and is incorporated herein by reference in its entirety. Item 11. MATERIAL TO BE FILED AS EXHIBITS (a)(10) Text of Press Release dated January 23, 1998, issued by Parent. 5 SIGNATURES After due 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. Dated: January 23, 1998 INVA ACQUISITION CORP. By: /s/ Thomas R. Miklich ------------------------------------------------- Name: Thomas R. Miklich Title: Treasurer INVACARE CORPORATION By: /s/ Thomas R. Miklich ------------------------------------------------- Name: Thomas R. Miklich Title: Chief Financial Officer, General Counsel, Treasurer and Corporate Secretary 6 EXHIBIT INDEX Exhibit No Exhibit Name Page Number - ---------- ------------ ----------- (a)(10) Text of Press Release dated January 23, 1998, issued by Parent. EX-99.A.10 2 EXHIBIT 99(A)(10) 1 Exhibit (a)(10) [INVACARE LOGO] INVESTOR INQUIRIES: Thomas R. Miklich Chief Financial Officer (440) 329-6111 MEDIA INQUIRIES: Susan A. Elder Manager Corporate Communications (440) 329-6549 NEWS RELEASE - ------------ INVACARE ANNOUNCES SUCCESSFUL COMPLETION OF SUBURBAN OSTOMY TENDER OFFER COMBINED COMPANIES STRENGTHEN INVACARE'S INDUSTRY-LEADING ONE STOP SHOPPING(SM) PROGRAM WHICH DELIVERS TOTAL LOWEST COST TO HME PROVIDER ELYRIA, OHIO -- (JANUARY 23, 1998) -- Invacare Corporation, (NASDAQ:IVCR) announced today that the offer by its wholly owned subsidiary, Inva Acquisition Corp., to purchase for cash all of the outstanding shares of common stock of Suburban Ostomy Supply Co., Inc. (NASDAQ:SOSC) at a price of $11.75 per share, expired at midnight yesterday. Based on a preliminary count, 10,486,248 shares were tendered and accepted for payment, including 79,501 shares submitted by notice of guaranteed delivery. The acceptance of these shares results in Invacare's ownership of approximately 99.5 percent of the outstanding stock of Suburban. Accordingly, Invacare can now effect a merger of Suburban into Inva Acquisition Corp., without prior notice to or any other action by, any other stockholder of Suburban. "We are pleased to have completed this significant transaction," said A. Malachi Mixon, III, chairman and chief executive officer of Invacare Corporation. "Suburban complements Invacare's industry-leading One Stop Shopping(SM) strategy, and its product lines present a $1 billion market opportunity for Invacare to further serve the non-acute provider channel. Disposable medical supplies can represent as much as 20 percent of a provider's revenues. Plans are already underway for the integrated company to leverage customer relationships by combining Invacare's field sales and Suburban's inside sales organizations. In a rapidly evolving health care environment that demands increased efficiency, the combined companies create an organization capable of lowering our customer's operating costs and increasing their cash flow," he added. -more- 2 Invacare, Suburban Complete Merger - Add One Herb Gray, Suburban's chief executive officer said, "We are very pleased to become part of the Invacare family. Suburban and its management have a high regard for Invacare's growth and accomplishments in serving the home health care equipment market. We look forward to reaping the benefits achieved though the addition of Invacare's comprehensive line of medical equipment." Suburban now becomes a core strategic business to Invacare and will be run as a separate operating group by the current management team, who are based in Holliston, MA. Invacare also announced today that it is starting the process of identifying potential purchasers for a very small segment of Suburban's business which bills third-party payors directly. This segment is part of the Peiser's division of Suburban. No time frame has yet been determined for the completion of such a transaction. "Our corporate policy is to sell solely through providers, and this same policy will apply to Suburban," said Mixon. Suburban Ostomy Supply Co., Inc. is a direct marketing wholesaler of medical supplies and related products to the home health care industry. The company sells products to over 23 home health care providers. Through its direct sales and marketing programs, the company markets a comprehensive selection of more than 7,000 stock keeping units, which are primarily products for ostomy, incontinence, diabetic and wound care. Invacare Corporation is the world's leading manufacturer and distributor of home health care products and mobility products for people with disabilities. The company's headquarters are in Elyria, Ohio, with manufacturing plants in the United States, Australia, Canada, Germany, France, Mexico, New Zealand, Portugal, Switzerland and the United Kingdom. Products are distributed though more than 10,000 professional home care providers, institutions and retail outlets. This press release contains forward-looking statements based on current expectations which are covered under the "safe harbor" provision within the Private Securities Litigation Reform Act of 1995. Actual results and events related to the acquisition may differ from those anticipated as a result of risks and uncertainties which include, but are not limited to, the effective integration of Suburban and its recent acquisitions and the overall economic, market and industry conditions, as well as the risks described from time to time in Invacare's and Suburban's reports as filed with the Securities and Exchange Commission, including their most recently filed Form 10-K reports. ### -----END PRIVACY-ENHANCED MESSAGE-----