-----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, Vi/jHTng+g04Ab9wJ3roM5oNSAH/12/fXrlRTaMAkBosHLGqWsc22mrxf+Y7I2Xn /tKxDC+/lvs2mZ7gqTyZgw== 0000916641-97-001001.txt : 19971014 0000916641-97-001001.hdr.sgml : 19971014 ACCESSION NUMBER: 0000916641-97-001001 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971010 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 13D/A SEC ACT: SEC FILE NUMBER: 005-43945 FILM NUMBER: 97694221 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 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: SEC FILE NUMBER: 005-43945 FILM NUMBER: 97694222 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 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. AMEND.# 6 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. 6 ---------------- 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
CUSIP NO. 62543 VI 0 1 NAMES OF REPORTING PERSONS: S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: GENESIS ELDERCARE CORP. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF and BK 5 CHECK BOX IF THE DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) 5 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware 6 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,790,495 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 99.7% (based on 32,904,492 shares outstanding) (10) TYPE OF REPORTING PERSON HC 2 CUSIP NO. 62543 VI 0 1 NAMES OF REPORTING PERSONS: S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: GENESIS ELDERCARE ACQUISITION CORP. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF and BK 5 CHECK BOX IF THE DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) 5 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware 6 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,790,495 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 99.7% (based on 32,904,492 shares outstanding) (10) TYPE OF REPORTING PERSON CO 3 This Amendment No. 6 amends and supplements the Tender Offer Statement on Schedule 14D-1 and Statement on Schedule 13D filed on June 20, 1997 and amended and supplemented on July 17, 1997, August 14, 1997, September 11, 1997, September 29, 1997 and October 8, 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 ("Multicare"), 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"). ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. Item 3(a) of the Schedule 14D-1/13D is hereby amended and supplemented as follows: On October 9, 1997, the Purchaser issued a press release announcing that its offer to purchase for cash all of the outstanding 12.5% Senior Subordinated Notes due 2002 (the "Notes") of Multicare had expired at midnight. New York City time, on October 8, 1997 and that following the expiration of the offer, the Purchaser had accepted for payment all Notes validly tendered pursuant to the offer to purchase such Notes. The full text of the press release is set forth in Exhibit 11(a)(16) and is incorporated herein by reference. 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 October 9, 1997, the Parent issued a press release announcing that the Offer had expired, as scheduled, at 7:00 p.m., New York City time, on Wednesday, October 8, 1997 and that the Purchaser had accepted for purchase all Shares validly tendered and not properly withdrawn prior to the expiration of the Offer. The full text of the press release is set forth in Exhibit 11(a)(17) and is incorporated herein by reference. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY Item 6(a) of the Schedule 14D-1/13D is hereby amended and supplemented as follows: On October 9, 1997, pursuant to the terms of the Offer, Purchaser accepted for payment and paid for 30,257,554 Shares and had received notices of guaranteed delivery and was therefore obligated to pay for, if delivered, an additional 2,532,941 for Shares (the aggregate of 32,790,495 represents approximately 99.7% of the total number of Shares, based on 32,904,492 Shares outstanding). ITEM 10. ADDITIONAL INFORMATION. Item 10(f) of the Schedule 14D-1/13D is hereby amended and supplemented as follows: The information provided in this Amendment No. 6 under Items 3 and 5 is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a) (16) Press release issued by the Purchaser on October 9, 1997. (a) (17) Press release issued by the Parent on October 9, 1997. 4 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: October 10, 1997 5 EX-99 2 EXHIBIT (A)(16) Exhibit (A) (16) For Immediate Release- National Circuit Contact: George V. Hager, Jr. (610) 444-6350 Genesis ElderCare Acquisition Corp. Completes Offer to Purchase 12.50% Senior Subordinated Notes due 2002 of The Multicare Companies, Inc. Kennett Square, PA -- October 9, 1997 -- Genesis ElderCare Acquisition Corp., a wholly owned subsidiary of Genesis ElderCare Corp., announced today that it has successfully completed its offer to purchase with respect to the 12.50% Senior Subordinated Notes due 2002 (the "Notes") of The Multicare Companies, Inc., a Delaware corporation ("Multicare"). As of 11:59 p.m., New York City time, on the October 8, 1997 expiration date, approximately $23,826,000 in aggregate principal amount of the outstanding Notes had been tendered and consents had been provided, representing approximately 99.69 percent of the $23,901,000 Notes outstanding. Following the expiration of the offer, Genesis ElderCare Acquisition Corp. accepted for payment all Notes validly tendered pursuant to its Offer to Purchase and Consent Solicitation Statement dated September 11, 1997. The Total Consideration for each $1,000 principal amount of Notes tendered was $107.2131 based on a payment date of October 9, 1997 (plus accrued and unpaid interest). Requests for information or documents should be directed to Morgan Stanley Dean Witter at (212) 761-4341 (the Dealer Manager) or D.F. King & Co., Inc. (the Information Agent) at (800) 290-6427 (toll free). 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. EX-99 3 EXHIBIT (A)(17) Exhibit (A) (17) For Immediate Release- National Circuit Contact: George V. Hager, Jr. (610) 444-6350 GENESIS ELDERCARE CORP. SUCCESSFULLY COMPLETES CASH TENDER OFFER OF THE SHARES FOR THE MULTICARE COMPANIES, INC. Kennett Square, PA--October 9, 1997--Genesis ElderCare Corp. today announced that its cash tender offer for all outstanding shares of common stock of The Multicare Companies, Inc. expired, as scheduled, at 7:00 pm, New York City time, on Wednesday, October 8, 1997. Based on information provided by the Depositary, a total of approximately 32,790,495 shares of The Multicare Companies, Inc. (or approximately 99.65% of the outstanding shares of Multicare) were validly tendered and not properly withdrawn pursuant to its cash offer for all outstanding shares of Multicare. Such share amount includes approximately 2,532,941 shares subject to guarantee of delivery. Genesis ElderCare Corp., through its subsidiary making the offer, has accepted for purchase all shares validly tendered and not properly withdrawn prior to the expiration of the offer. In the second step of the acquisition, Multicare will be merged with a subsidiary of Genesis ElderCare Corp., and each Multicare share not previously purchased in the tender offer will be converted into the right to receive $28.00 in cash pursuant to the terms of the tender offer. The merger will be completed as soon as practicable. 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. -----END PRIVACY-ENHANCED MESSAGE-----