-----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, O3Un69NbEOmIlsLAPsweRQq/86UrcB/shUwIYkqTaUkWivMEJAw3YFSgqOUibGHN 1GKsTcExulDUfprg99vTSg== 0000950168-97-002832.txt : 19971001 0000950168-97-002832.hdr.sgml : 19971001 ACCESSION NUMBER: 0000950168-97-002832 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970930 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: SEC FILE NUMBER: 005-43945 FILM NUMBER: 97688437 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. 4 ---------------- 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. 4 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 and September 11, 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 September 29, 1997, the Purchaser issued a press release announcing that it had received sufficient consents pursuant to its offer to purchase for cash and solicitation of consents for all outstanding 12.5% Senior Subordinated Notes due 2002 of Multicare (the "Notes") in order to amend the Indenture under which the Notes were issued and thereby eliminate substantially all of the restrictive covenants contained in such Indenture. The full text of the press release is set forth in Exhibit 11(a)(13) 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 September 29, 1997, the Parent issued a press release announcing that it has extended the period during which the Offer will remain open to 12:00 midnight, New York City time, on Tuesday, October 7, 1997. The full text of the press release is set forth in Exhibit 11(a)(14) and is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. Item 10(b) of the Schedule 14D-1/13D is hereby amended and supplemented as follows: The information provided in this Amendment No. 4 under Item 5 is incorporated herein by reference. Item 10(f) of the Schedule 14D-1/13D is hereby amended and supplemented as follows: The information provided in this Amendment No. 4 under Items 3 and 5 is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a) (13) Press release issued by the Purchaser on September 29, 1997. (a) (14) Press release issued by the Parent on September 29, 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: September 29, 1997 3 EX-13 2 EXHIBIT (A)(13) EXHIBIT (A) (13) For Immediate Release - National Circuit Contact: George Hager (610) 444-6350 GENESIS ELDERCARE ACQUISITION CORP. ACHIEVES REQUISITE CONSENTS IN TENDER OFFER AND CONSENT SOLICITATION FOR 12.50% SENIOR SUBORDINATED NOTES DUE 2002 OF THE MULTICARE COMPANIES, INC. Kennett Square, PA -- September 29, 1997 -- Genesis ElderCare Acquisition Corp., a Delaware corporation ("GEAC") and a wholly owned subsidiary of Genesis ElderCare Corp., a Delaware corporation, today announced, in connection with its previously announced tender offer and consent solicitation for all outstanding 12.50% Senior Subordinated Notes due 2002 (the "Notes") of The Multicare Companies, Inc., a Delaware corporation ("Multicare"), that as of 5:00 p.m., New York City time on September 26, 1997, it has received sufficient duly executed and unrevoked consents from the holders of the Notes to effect the proposed amendments to the indenture under which the Notes were issued. Under the terms of GEAC's Offer to Purchase and Consent Solicitation Statement dated September 11, 1997, holders who properly tender their Notes and deliver the related consents by 5:00 p.m., New York City time, on September 30, 1997 will be entitled to receive a consent payment of $20.00 per $1,000 principal amount of Notes, if the Notes are accepted for purchase pursuant to GEAC's Offer to Purchase and Consent Solicitation Statement. Holders who properly tender their Notes and deliver the related consents after 5:00 p.m., New York City time, on September 30, 1997 will not be entitled to a consent payment, but will be entitled to receive the balance of the consideration being offered by GEAC for the Notes, subject to the terms and conditions of GEAC's Offer to Purchase and Consent Solicitation Statement. Promptly after the consummation of the previously announced tender offer by GEAC for all of the outstanding common stock of Multicare, GEAC intends to cause a supplemental indenture incorporating the proposed amendments to the indenture to be executed by Multicare and the trustee for the Notes, as described in GEAC's Offer to Purchase and Consent Solicitation Statement. Waivers effected by the supplemental indenture of the restrictive covenants contained in the indenture will become operative upon the execution of the supplemental indenture by Multicare and the trustee, but the elimination and modification effected by the supplemental indenture of the covenants set forth in the indenture will not become operative unless and until the tender offer and consent solicitation is consummated in accordance with its terms. Once the proposed amendments become operative, the holders of untendered Notes will be bound thereby. The tender offer expires at 5:00 p.m, New York City time, on October 8, 1997, unless extended. 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. at (800) 290-6427 (toll free) (the Information Agent). 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-14 3 EXHIBIT (A)(14) EXHIBIT (A)(14) For Immediate Release - National Circuit Contact: George Hager (610) 444-6350 GENESIS ELDERCARE CORP. EXTENDS TENDER OFFER FOR COMMON STOCK OF THE MULTICARE COMPANIES, INC. TO OCTOBER 7, 1997 Kennett Square, PA -- September 29, 1997 -- Genesis ElderCare Corp. announced today that it has extended the period during which its tender offer for shares of common stock of The Multicare Companies, Inc. ("Multicare") will remain open to 12:00 midnight, New York City time, on Tuesday, October 7, 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. Filings required to be made by Genesis ElderCare Corp. prior to consummation of the tender offer are undergoing review by various regulatory agencies. In certain cases, Genesis ElderCare Corp. expects it will need waivers by regulatory agencies of certain regulations or other relief in order to receive the required approvals. While Genesis ElderCare Corp. believes that these approvals will be obtained, further extension of the tender offer may be necessary in order to allow time for such approvals to be obtained, and no assurance can be given that such approvals ultimately will be obtained. As of the close of business on September 26, 1997, approximately 26.7 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-----