-----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, EBZVqO05jj2Zw56Pq/U8keCbOgqGxP4eKb6EMio1B9BpmyiHYLpKQUv4knE8veN1 Zah9I5aX2nQ72AZ5Xs7uxQ== 0000950168-97-002322.txt : 19970818 0000950168-97-002322.hdr.sgml : 19970818 ACCESSION NUMBER: 0000950168-97-002322 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970815 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: 97664801 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. 2 ----------------- 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. 2 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 (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 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Purchaser completed the sale of $250,000,000 of its 9% Senior Subordinated Notes due 2007. The proceeds from such sale will be used in place of the Bridge Notes to finance in part the Offer and the Merger. 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 August 14, 1997, the Parent issued a press release announcing, among other things, that it has extended the period during which the Offer will remain open to 12:00 midnight, New York City time, on Friday, September 12, 1997. The full text of the press release is set forth in Exhibit 11(a)(10) and is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. Items 10(b) and (f) of the Schedule 14D-1/13D are hereby amended and supplemented as follows: The information provided in this Amendment No. 2 under Item 5 is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a) (10) Press release issued by the Purchaser on August 14, 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: August 14, 1997 3 EX-99 2 EXHIBIT 99 EXHIBIT (A)(10) 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 SEPTEMBER 12, 1997 Kennett Square, PA -- August 14, 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 Friday, September 12, 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. Genesis ElderCare Corp. also announced completion of the sale of $250,000,000 of 9% Senior Subordinated Notes due 2007 by its subsidiary, Genesis ElderCare Acquisition Corp., to be used as part of the financings to consummate the tender offer and subsequent merger. As of the close of business on August 13, 1997, approximately 23.5 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-----