SECURITIES AND EXCHANGE COMMISSION,
Washington, D.C. 20549
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SCHEDULE TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities
Exchange Act of 1934
(Amendment No. 1*)
INNOVATIVE CLINICAL SOLUTIONS, LTD.
(Name of Subject Company (issuer))
Innovative Clinical Solutions, Ltd. (offeror)
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Names of Filing Persons (identifying status as offeror, issuer or other person))
$100,000,000 Convertible Subordinated Debentures due 2003
(Title of Class of Securities)
45767E107
(CUSIP Number of Class of Securities)
Margaret D. Farrell, Esq.
Hinckley, Allen & Snyder LLP
1500 Fleet Center
Providence, RI 02903
(401) 274-2000
Name, address, and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)
Calculation of Filing Fee
Transaction valuation (1) Amount of filing fee (2)
$22,500,000 $4,500
(1) Determined in accordance with Rule 0-11(a)(4) as the average of the bid and
asked price of our Debentures reported on June 9, 2000.
(2) Calculated in accordance with Rule 0-11(b) as one-fiftieth of one percent
(.02%) of the transaction valuation.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
<PAGE>
Amount Previously Paid: $4,500
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Form or Registration No.: 005-46363
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Filing Party: Innovative Clinical Solutions, Ltd.
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Date Filed: June 12, 2000
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer. Check the appropriate boxes
below to designate any transactions to which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
This Amendment No. 1 to Innovative Clinical Solutions, Ltd.'s (the
"Company") Schedule TO (the "Amendment") amends the Schedule TO filed on June
12, 2000 (the "Initial Filing"). The purpose of the Amendment is to clarify
certain legal issues related to the Initial Filing. When the Company made the
Initial Filing, it did so because of its uncertainty as to whether Rule 13e-4
would be applicable to the solicitation of consent from the holders of its $100
million of 6 3/4% Convertible Subordinated Debentures due 2003 (the
"Debentures") to a prepackaged plan of bankruptcy which, if approved by the
bankruptcy court, would result in the cancellation of the Debentures and the
issuance to the Debentureholders of 90% of the Company's issued and outstanding
equity securities. The Company's counsel could find no authority as to whether
or not the solicitation of consents to a prepackaged plan, absent a concurrent
exchange offer, might be viewed as an issuer tender offer subject to Rule 13e-4.
The rules under Section 13 and Section 14 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") do not contain a definition of "tender
offer." Further, the Bankruptcy Code requires that any solicitation of consents
to a prepackaged plan be conducted in a manner which complies with "other
applicable non-bankruptcy law." In the absence of a definition of "tender
offer," the Company was concerned that the solicitation of consents might be
viewed as an offer to acquire the Debentures.
Given the absence of any authority in the area and the importance of
complying with non-bankruptcy law in connection with the consent solicitation,
the Company voluntarily elected to take an extremely conservative view and make
the Initial Filing in order to avoid a claim by any Debentureholder that the
solicitation was not conducted in accordance with "other applicable
non-bankruptcy law." While the applicability of the tender offer rules was
questionable, the Company determined that the filing of the Schedule TO would
preclude a claim by a Debentureholder that the solicitation was in some way
subject to the tender offer requirements and that the Company had failed to
comply with such requirements, thereby necessitating a resolicitation.
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<PAGE>
Subsequent to the Initial Filing, the Office of Mergers and
Acquisitions of the Securities and Exchange Commission (the "SEC") by letter to
the Company indicated that some of the terms of the consent solicitation
appeared to conflict with the tender offer requirements. The discrepancies,
however, were necessary to comply with the Bankruptcy Code and the rules
promulgated thereunder. Further analysis of the requirements under Rule 13e-4
have led the Company to conclude that the consent solicitation is not an issuer
tender offer subject to Rule 13e-4. The fact that no securities will be actually
tendered in connection with the solicitation supports the Company's conclusion
that the solicitation is not subject to the tender offer rules.
Because the Company does not believe the tender offer rules apply to
this solicitation, it does not believe that the requirements of Rule 13e-4 or
the protections afforded thereunder are applicable to this solicitation.
Nevertheless, as indicated in the Disclosure Statement, upon the commencement of
the bankruptcy proceeding, the Company intends to request that the bankruptcy
court schedule a hearing to consider (i) approval of the Disclosure Statement as
having contained adequate information, (ii) approval of the solicitation
procedures as having been in compliance with Section 1126(b) of the Bankruptcy
Code and (iii) confirmation of the Prepackaged Plan pursuant to Section 1129 of
the Bankruptcy Code. Both Debentureholders and stockholders will have the right
to file objections to approval of the Disclosure Statement, the solicitation
procedures or the confirmation of the Prepackaged Plan, all of which would be
considered by the bankruptcy court. Under the Bankruptcy Code, the bankruptcy
court is required to determine if the Disclosure Statement contained adequate
information and if the Prepackaged Plan is fair and equitable to creditors and
equity holders. If the bankruptcy court determines that the Disclosure Statement
does not contain adequate information, the Company will be required to resolicit
consents to the Prepackaged Plan.
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<PAGE>
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.
/s/Gary S.Gillheeney
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(Signature)
Gary S. Gillheeney, Chief Financial Officer
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(Name and title)
July 13, 2000
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(Date)
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