-----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, Ne+JnhkklAYCqmBYCvUNd6X9vMZqud+/mliMHjbBjsFPpWx9JrghSloL88VzZqQD D2wi+U6eqNU0EzOm0cC7iA== 0000916641-97-000700.txt : 19970718 0000916641-97-000700.hdr.sgml : 19970718 ACCESSION NUMBER: 0000916641-97-000700 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970717 SROS: NONE GROUP MEMBERS: GENESIS ELDERCARE ACQUISITION CORP GROUP MEMBERS: GENESIS ELDERCARE CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MULTICARE COMPANIES INC CENTRAL INDEX KEY: 0000890925 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 223152527 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43945 FILM NUMBER: 97642115 BUSINESS ADDRESS: STREET 1: 411 HACKENSACK AVE CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: 2014888818 MAIL ADDRESS: STREET 1: 411 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENESIS ELDERCARE ACQUISITION CORP CENTRAL INDEX KEY: 0001041356 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 148 WEST STATE ST CITY: KENNETT SQUARE STATE: PA ZIP: 19348 BUSINESS PHONE: 6104446350 MAIL ADDRESS: STREET 1: 148 WEST STATE ST CITY: KENNETT SQUARE STATE: PA ZIP: 19348 SC 14D1/A 1 GENESIS ELDERCARE ACQUISITION CORP. 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 and STATEMENT ON SCHEDULE 13D Under the Securities Exchange Act of 1934 AMENDMENT NO. 1 ----------------- THE MULTICARE COMPANIES, INC. (Name of Subject Company) GENESIS ELDERCARE ACQUISITION CORP. AND GENESIS ELDERCARE CORP. (Bidder) ----------------- COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 62543 V1 0 (CUSIP Number of Class of Securities) MICHAEL R. WALKER GENESIS ELDERCARE CORP. 148 WEST STATE STREET KENNETT SQUARE, PA 19348 TELEPHONE: (610) 444-6350 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) ----------------- COPIES TO: WILLIAM E. CURBOW, ESQ. RICHARD J. MCMAHON, ESQ. PAUL J. SHIM, ESQ. SIMPSON THACHER & BARTLETT BLANK ROME COMISKY & MCCAULEY CLEARY, GOTTLIEB, STEEN & HAMILTON 425 LEXINGTON AVENUE 1200 FOUR PENN CENTER PLAZA ONE LIBERTY PLAZA NEW YORK, NEW YORK 10017 PHILADELPHIA, PENNSYLVANIA 19103 NEW YORK, NEW YORK 10006 TELEPHONE: (212) 455-2000 TELEPHONE: (215) 569-5500 TELEPHONE: (212) 225-2000
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 and Statement on Schedule 13D filed on June 20, 1997 (as amended and supplemented, the "Schedule 14D-1/13D") relating to the offer by Genesis ElderCare Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Genesis ElderCare Corp., a Delaware corporation (the "Parent"), to purchase all of the outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of The Multicare Companies, Inc., a Delaware corporation (the "Company"), at a purchase price of $28.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 20, 1997 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with the Offer to Purchase, constitute the "Offer"). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 14D-1/13D. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. Item 5 of the Schedule 14D-1/13D is hereby amended and supplemented as follows: On July 17, 1997, the Parent issued a press release announcing that it has received early termination of the waiting period under the HSR Act and that it has extended the period during which the Offer will remain open to 12:00 Midnight, New York City time, on Friday, August 15, 1997. The full text of the press release is set forth in Exhibit 11(a)(9) and is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. Items 10(b), (c) and (f) of the Schedule 14D-1/13D is hereby amended and supplemented as follows: The information provided in this Amendment No. 1 under Item 5 is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a) (9) Press release issued by the Purchaser on July 17, 1997. 2 SIGNATURE 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. GENESIS ELDERCARE CORP. By: /s/ James L. Singleton ----------------------- NAME: JAMES L. SINGLETON ----------------------- TITLE: VICE PRESIDENT ----------------------- GENESIS ELDERCARE ACQUISITION CORP. By: /s/ James L. Singleton ----------------------- NAME: JAMES L. SINGLETON ----------------------- TITLE: VICE PRESIDENT ----------------------- Date: July 17, 1997 3 EX-99 2 EXHIBIT 99 EXHIBIT (A)(9) For Immediate Release - National Circuit Contact: George Hager (610) 444-6350 GENESIS ELDERCARE CORP. ANNOUNCES EARLY TERMINATION OF THE HART-SCOTT-RODINO WAITING PERIOD AND EXTENDS TENDER OFFER FOR COMMON STOCK OF THE MULTICARE COMPANIES, INC. TO AUGUST 15, 1997 Kennett Square, PA -- July 17, 1997 -- Genesis ElderCare Corp. announced today that it has received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 for the filings made in connection with the acquisition of the Multicare Companies, Inc. ("Multicare"). Genesis ElderCare Corp. also announced today that it has extended the period during which its tender offer for shares of common stock of Multicare will remain open to 12:00 midnight, New York City time, on Friday, August 15, 1997, unless further extended. The extension has been made in order to allow for the receipt of governmental approvals the receipt of which are conditions to the consummation of the tender offer. While Genesis ElderCare Corp. expects that these approvals will be obtained, further extensions of the tender offer may be necessary in order to allow time for such approvals to be obtained. As of the close of business on July 16, 1997, approximately 1.8 million shares of common stock of Multicare had been validly tendered in connection with the tender offer. Genesis ElderCare Corp. was formed by Genesis Health Ventures, Inc. (NYSE: GHV), The Cypress Group L.L.C. and TPG Partners II, L.P. to acquire Multicare. # # # 4 -----END PRIVACY-ENHANCED MESSAGE-----