-----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, GNJ2NUi+nxdXdIqIiKtRBggzvzeJLtEoWYnsUmc1FapH5nuNPf9pUrKeZnQ8PCLX U98vrlfOG5yW1qGhJZ6igA== 0000950168-97-002670.txt : 19970918 0000950168-97-002670.hdr.sgml : 19970918 ACCESSION NUMBER: 0000950168-97-002670 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970912 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: 97679467 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. 3 ---------------- 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. 3 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 and August 14, 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 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 11, 1997, the Purchaser issued a press release announcing that it has commenced an offer to purchase for cash all outstanding 12.5% Senior Subordinated Notes due 2002 (the "Notes") of the Company and a solicitation of consents from the holders of the Notes to certain amendments to the Indenture under which the Notes were issued which will 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)(11) 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 11, 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 Tuesday, September 30, 1997. The full text of the press release is set forth in Exhibit 11(a)(12) 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. 3 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. 3 under Items 3 and 5 are incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a) (11) Press release issued by the Purchaser on September 11, 1997. (a) (12) Press release issued by the Parent on September 11, 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 11, 1997 3 EX-11 2 EXHIBIT (A)(11) Exhibit (A)(11) GENESIS ELDERCARE ACQUISITION CORP. COMMENCES OFFER TO PURCHASE 12.50% SENIOR SUBORDINATED NOTES DUE 2002 OF THE MULTICARE COMPANIES, INC. Contact: George V. Hager, Jr. Senior Vice President & Chief Financial Officer (610) 444-6350 Kennett Square, PA -- September 11, 1997 -- Genesis ElderCare Acquisition Corp., a Delaware corporation ("GEAC") and a wholly owned subsidiary of Genesis ElderCare Corp., a Delaware corporation ("Parent"), today announced the commencement of an offer (the "Offer") to purchase for cash all outstanding 12.50% Senior Subordinated Notes due 2002 (the "Notes") of The Multicare Companies, Inc., a Delaware corporation ("Multicare"). The offer consideration to be paid for each validly tendered Note will equal the present value of all scheduled principal, premium and interest payments due on the Note through January 1, 1998 (the first call date for the Notes), discounted to the payment date at an annual compounded rate equal to the yield to maturity of 5 1/4% U.S. Treasury Bills due December 31, 1997, as calculated by the Dealer Manager in accordance with standard market practice, minus the consent payment (described below) for such Note. The purchase price will be set at 2:00 p.m., New York City time, on the third business day prior to the expiration date for the Offer. In addition, holders who tender their Notes will receive accrued and unpaid interest on the tendered Notes to, but not including, the payment date. In connection with the Offer, GEAC is also soliciting consents from holders of Notes to certain waivers of, and amendments to, the provisions of the Indenture under which the Notes were issued. The waiver will waive any default under the Indenture arising from the consummation of the tender offer by GEAC and Parent to purchase all the outstanding shares of common stock of Multicare at a purchase price of $28.00 per share (the "Equity Tender Offer") and related transactions. The amendments will eliminate substantially all of the restrictive covenants contained in such Indenture. Subject to the terms and conditions of this solicitation, GEAC is offering to pay to each holder who consents to the proposed amendments a consent payment equal to $20.00 per $1,000 principal amount of Notes. The Offer will expire at 5:00 p.m., New York City time, on October 8, 1997 unless extended. Holders of Notes must tender their Notes on or prior to the expiration date in order to receive the offer consideration. Holders of Notes must validly tender their Notes and provide their consents to the proposed amendments on or prior to 5:00 p.m., New York City time, on the consent date in order to receive the consent payment. The consent date is the date which is one business day following the public announcement (by press release) of the occurrence of the "consent achievement date," which, in turn, is the later of September 26, 1997 and the first date that GEAC shall have received consents to the proposed amendments from holders representing a majority in aggregate principal amount of the Notes then outstanding. Holders who tender their Notes are required to consent to the proposed amendments. Holders may not consent to the proposed amendments without tendering their Notes. Holders who tender their Notes after the day following the consent achievement date will be entitled to receive the offer consideration but not the consent payment. The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn prior to the expiration of the Offer at least a majority in aggregate principal amount of outstanding Notes and the consummation of the Equity Tender Offer. Morgan Stanley Dean Witter is acting as Dealer Manager for the offer to purchase and consent solicitation. The offer to purchase and consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement and related Letter of Transmittal and Consent, which more fully set forth the terms of the offer to purchase and consent solicitation. For additional information concerning the pricing, tender and delivery procedures and conditions of the offer to purchase and consent solicitation, reference is made to the Offer to Purchase and Consent Solicitation Statement and related transmittal documents, copies of which may be obtained by calling the Information Agent, D.F. King & Co., at (800) 290-6427. Questions and requests for assistance concerning the offer to purchase and consent solicitation should be directed to either the Information Agent or Morgan Stanley Dean Witter at (212) 761-1278. Genesis ElderCare Corp. was formed by Genesis Health Ventures, Inc., The Cypress Group L.L.C. and TPG Partners II, L.P. to acquire Multicare. EX-12 3 EXHIBIT (A)(12) EXHIBIT (A)(12) 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 30, 1997 Kennett Square, PA -- September 11, 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, September 30, 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 10, 1997, approximately 24.7 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-----