-----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, KIACg0MIZnGXD0dYxVgIbNF7TG6WKcw0iZt4vK+enoweJheqQlHogkVmgHY0gV3l gm59Veb+OAU8pb7g/qXqaQ== 0000950144-99-005004.txt : 19990429 0000950144-99-005004.hdr.sgml : 19990429 ACCESSION NUMBER: 0000950144-99-005004 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990428 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHERIDAN HEALTHCARE INC CENTRAL INDEX KEY: 0000946489 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 043252967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-45587 FILM NUMBER: 99602960 BUSINESS ADDRESS: STREET 1: 4651 SHERIDAN ST STREET 2: STE 400 CITY: HOLLYWOOD STATE: FL ZIP: 33021 BUSINESS PHONE: 3059875822 MAIL ADDRESS: STREET 1: 4651 SHERIDAN STREET STREET 2: SUITE 400 CITY: HOLLYWOOD STATE: FL ZIP: 33021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHERIDAN HEALTHCARE INC CENTRAL INDEX KEY: 0000946489 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 043252967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 4651 SHERIDAN ST STREET 2: STE 400 CITY: HOLLYWOOD STATE: FL ZIP: 33021 BUSINESS PHONE: 3059875822 MAIL ADDRESS: STREET 1: 4651 SHERIDAN STREET STREET 2: SUITE 400 CITY: HOLLYWOOD STATE: FL ZIP: 33021 SC 14D9/A 1 SHERIDAN HEALTHCARE, INC SC 14D-9 AMEND 2 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- SCHEDULE 14D-9 SOLICITATION / RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------------- AMENDMENT NO. 2 SHERIDAN HEALTHCARE, INC. (Name of Subject Company) SHERIDAN HEALTHCARE, INC. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE, CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE (Titles of Classes of Securities) 823781109, 823781208 --------------------- (CUSIP Numbers of Classes of Securities) --------------------- JAY A. MARTUS, ESQ. VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL SHERIDAN HEALTHCARE, INC. 4651 SHERIDAN STREET, SUITE 400 HOLLYWOOD, FLORIDA 33021 (954) 987-5822 (Name, address and telephone number of person authorized to receive notice and communications on behalf of the person filing statement) Copies to: STEPHEN K. RODDENBERRY, ESQ. AKERMAN, SENTERFITT & EIDSON, P.A. ONE S.E. THIRD AVENUE 28TH FLOOR MIAMI, FLORIDA 33131 (305) 374-5600 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Amendment No. 2 amends and supplements the Schedule 14D-9 Solicitation/Recommendation Statement (the "Schedule 14D-9") relating to a tender offer by Vestar/Sheridan, Inc., a Delaware corporation (formerly known as Vestar/Calvary, Inc.) (the "Purchaser") and a wholly owned subsidiary of Vestar/Sheridan Holdings, Inc., a Delaware corporation (formerly known as Vestar/Calvary Holdings, Inc.) ("Parent") and a wholly owned subsidiary of Vestar/Sheridan Investors, LLC, a Delaware limited liability company (formerly known as Vestar/Calvary Investors, LLC) ("Holdings"), to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the "Common Stock"), and Class A Common Stock, par value $0.01 per share (the "Class A Common Stock" and, together with the Common Stock, the "Shares"), of Sheridan Healthcare, Inc., a Delaware corporation (the "Company"), at a price of $9.25 per Share net to the seller in cash and without interest thereon, on the terms and subject to the conditions set forth in the Offer to Purchase dated March 31, 1999, as amended (the "Offer to Purchase"), and in the related Letters of Transmittal (which, together with the Offer to Purchase, as amended from time to time, constitute the "Offer"). Capitalized terms not defined herein have the meanings assigned thereto in the Schedule 14D-9 or the Offer to Purchase. ITEM 2. TENDER OFFER OF THE BIDDER. Item 2 of the Schedule 14D-9 is hereby amended by adding the following after the first paragraph thereof: "At 12:00 Midnight, New York City time, on Tuesday, April 27, 1999, the Offer expired. Based on the information provided by the Depositary, 98.3% of the Shares (which number includes approximately 1,628,759 Shares subject to guaranty of delivery) were validly tendered and not properly withdrawn pursuant to the Offer. The Purchaser has accepted for payment, and has notified the Depositary to promptly pay for the tendered and accepted Shares at the purchase price of $9.25 per Share in cash. The consummation of the Offer was publicly announced in a press release issued by Parent on April 28, 1999. The press release is filed as Exhibit (a)(13) hereto and incorporated herein by reference." ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 of the Schedule 14D-9 is hereby amended by adding the following: (a)(13) -- Press Release dated April 28, 1999 (incorporated by reference to Exhibit (d)(11) of the Schedule 13E-3, as amended). (c)(18) -- Credit Agreement (Tender Offer Financing), dated as of April 26, 1999, by and among Vestar/Sheridan, Inc., Vestar/Sheridan Holdings, Inc., the Lenders (as defined therein) and NationsBank, N.A. (incorporated by reference to Exhibit (c)(18) of the Schedule 13E-3, as amended). (c)(19) -- Credit Agreement (Permanent Financing), dated as of April 26, 1999, by and among Vestar/Sheridan, Inc., Vestar/Sheridan Holdings, Inc., each Subsidiary Guarantor (as defined therein), the Lenders (as defined therein) and NationsBank, N.A. (incorporated by reference to Exhibit (c)(19) of the Schedule 13E-3, as amended). 2 3 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 is true, complete and correct. SHERIDAN HEALTHCARE, INC. By: /s/ Mitchell Eisenberg, M.D. ------------------------------------ Chairman, President and Chief Executive Officer April 28, 1999 3 4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- (a)(13) -- Press Release dated April 28, 1999 (incorporated by reference to Exhibit (d)(11) of the Schedule 13E-3, as amended). (c)(18) -- Credit Agreement (Tender Offer Financing), dated as of April 26, 1999, by and among Vestar/Sheridan, Inc., Vestar/Sheridan Holdings, Inc., the Lenders (as defined therein) and NationsBank, N.A. (incorporated by reference to Exhibit (c)(18) of the Schedule 13E-3, as amended). (c)(19) -- Credit Agreement (Permanent Financing), dated as of April 26, 1999, by and among Vestar/Sheridan, Inc., Vestar/Sheridan Holdings, Inc., each Subsidiary Guarantor (as defined therein), the Lenders (as defined therein) and NationsBank, N.A. (incorporated by reference to Exhibit (c)(19) of the Schedule 13E-3, as amended).
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