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DRAFT
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3
(Section 240.13e-3) thereunder)
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COMMUNITY CARE SERVICES, INC.
(Name of the Issuer)
Community Care Services, Inc.
Alan J. Landauer
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01
(Title of Class of Securities)
20390-10-8
(CUSIP Number of Class of Securities)
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Elia C. Guarneri
Chief Financial Officer
Community Care Services, Inc.
18 Sargent Place, Mount Vernon, NY 10550
(800) 631-3031
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
---------------------------
with copies to:
Brian M. Hand, Esq.
Nordlicht & Hand
645 Fifth Avenue
11th Floor
New York, NY 10022
This statement is being filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A [17CFR 240.14a-1 to 240.14b-1], Regulation 14C [17CFR
240.14c-1 to 240.14c-101] or Rule 13e-3(c) [Section 240.13e-3(c)] under the
Securities Exchange Act of 1934.
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b. [ ] The filing of a registration statement under the Securities Act
of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Calculation of Filing Fee
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Transaction Amount of
Valuation(1) Filing fee
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$6,035,521.20 $0
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[X] Check 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.
Amount Previously Paid: $1,207.10
Form or Registration No.: Preliminary Proxy Statement on Schedule 14A
Filing Party: Community Care Services, Inc.
Date Filed: June 17, 1999
Community Care Services, Inc., a New York corporation (the "Company"),
and Alan J. Landauer, hereby submit their Rule 13e-3 Transaction Statement on
Schedule 13E-3 (the "Schedule 13E-3"). The Schedule 13E-3 relates to an
Agreement and Plan of Merger dated as of June 14, 1999 (the "Merger Agreement"),
by and among the Company, Landauer Hospital Supplies, Inc., a New York
corporation ("LHS"), and LHS Merger Sub, Inc. ("Merger Sub"). The Merger
Agreement provides for the merger (the "Merger") of Merger Sub with and into the
Company, with the Company surviving and becoming a wholly-owned subsidiary of
LHS. Subject to the terms and conditions of the Merger Agreement, upon
consummation of the Merger each share of the Company's common stock, par value
$.01 (other than shares held by dissenting shareholders, LTTR Home Care, LLC
("LTTR"), LTTR's member and Merger Sub), will be converted into the right to
receive $1.20 in cash. Consummation of the Merger is subject to the approval of
the Company's shareholders at a Special Meeting to be held on July 19, 1999. A
preliminary proxy statement detailing the terms and effects on the Company of
the Merger and the Merger Agreement is being filed concurrently with this
Schedule 13E-3 (the "Proxy
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1 This amount is based on (i) 7,217,851 (the number of outstanding shares of the
Company's common stock as of June 15, 1999) minus (ii) 2,188,250 (the number of
shares of the Company's common stock owned by Alan J. Landauer and LTTR Home
Care, LLC) multiplied by (iii) $1.20 (the cash consideration per share of the
Company's common stock to be paid by Mr. Landauer) with the resulting sum
multiplied by (iv) 1/50th of one percent, to arrive at $1,207.10 as the amount
of the filing fee, pursuant to Section 13(e)(3) of the Exchange Act. However, as
permitted by Rule 0-11 (a)(2) under the Exchange Act, the foregoing filing fee
will be offset by the amount paid as the filing fee in connection with the
Preliminary Proxy Statement on Schedule 14A, filed concurrently with this
Schedule 13E-3, and as a result no filing fee is due in connection with this
Schedule 13E-3.
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Statement") and definitive proxy materials will be mailed to the Company's
shareholders no earlier than the 11th day after the date of filing of the Proxy
Statement, subject to any delay necessitated by the time needed to respond to
any comments by the Securities and Exchange Commission (the "Commission").
This Schedule 13E-3 is intended to satisfy the reporting requirements
of Section 13(e) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Proxy Statement was filed immediately prior to the filing
of this Schedule 13E-3.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement of
the information required to be included in response to items of this Schedule
13E-3. The information in the Proxy Statement, including all exhibits thereto,
is expressly incorporated herein by reference, and the responses to each item in
this Schedule 13E-3 are qualified in their entirety by the provisions of the
Proxy Statement.
CROSS REFERENCE SHEET
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<CAPTION>
ITEM IN WHERE LOCATED IN
SCHEDULE 13E-3 PROXY STATEMENT
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<S> <C>
Item 1(a)............................................ Cover Page; Notice of Special Meeting of
Shareholders; Page One of the Proxy Statement;
Parties to the Merger Agreement - The Company
Item 1(b)............................................ Page One of the Proxy Statement; The Special
Meeting - Vote Required; Market for Common Equity
and Related Stockholder Matters
Item 1(c)-(d)........................................ Market for Common Equity and Related Stockholder
Matters
Item 1(e)............................................ Additional Information about the Company and its
Business - Business Development
Item 1(f)............................................ Special Factors - Background of the Merger
Item 2(a)............................................ This Schedule 13E-3 is being filed by the Company
and Alan J. Landauer.
Item 2(b)............................................ Alan J. Landauer's business address is c/o
Landauer Hospital Supplies, Inc., 99 Calvert
Street, Harrison, NY 10528.
Item 2(c)-(d)........................................ Parties to the Merger Agreement; Additional
Information about the Company - The Company's
Directors and Executive Officers
Item 2(e)-(f)........................................ **
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<TABLE>
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Item 2(g)............................................ Alan J. Landauer is a United States citizen.
Item 3(a)(1)-(2)..................................... Special Factors - Background of the Merger;
Description of the Merger and the Merger
Agreement; Annex A - Agreement and Plan of Merger
Item 3(b)............................................ Special Factors - Background of the Merger;
Description of the Merger and the Merger
Agreement; Sloane Shareholders' Agreement; Annex
A - Agreement and Plan of Merger
Item 4(a)............................................ Pages One and Two of the Proxy Statement;
Description of the Merger and the Merger
Agreement; Annex A - Agreement and Plan of Merger
Item 4(b)............................................ Special Factors - Interests of Certain Persons in
the Merger
Item 5(a)-(g)........................................ Pages One and Two of the Proxy Statement;
Description of the Merger and the Merger
Agreement; Delisting and Deregistration of the
Common Stock; Annex A - Agreement and Plan of
Merger
Item 6(a), (c)(1)-(2)................................ Page One of the Proxy Statement; Source and
Amount of Funds
Item 6(b)............................................ The Special Meeting - Solicitation of Proxies;
Description of the Merger and the Merger
Agreement - Fees and Expenses
Item 6(d)............................................ **
Item 7(a)-(c)........................................ Special Factors - Background of the Merger;
Special Factors - The Company's Reasons for the
Merger; Special Factors - Alan J. Landauer's
Reasons for the Merger
Item 7(d)............................................ Special Factors - The Company's Reasons for the
Merger; Special Factors - Effect of the Merger;
Special Factors - Certain Federal Income Tax
Consequences; Special Factors - Interests of
Certain Persons in the Merger; Description of the
Merger and the Merger Agreement - Conversion of
Securities; Description of the Merger and the
Merger Agreement - Payment of Merger Price;
Rights of Dissenting Shareholders
Item 8(a)-(b)........................................ Pages One and Two of the Proxy Statement; The
Special Meeting - Purpose of the Meeting; Special
Factors - Background of the Merger; Special
Factors - The Company's Reasons for the Merger;
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<TABLE>
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Special Factors - Opinion of Financial Advisor;
Annex C - Opinion of Financial Advisor
Item 8(c)............................................ The Special Meeting - Vote Required. No
provision for neutralized voting has been made.
Item 8(d)............................................ Special Factors - The Company's Reasons for the
Merger
Item 8(e)............................................ Notice of Special Meeting of Shareholders; Page
One of the Proxy Statement; The Special Meeting -
Purpose of the Meeting; Special Factors -
Background of the Merger; Special Factors -
The Company's Reasons for the Merger
Item 8(f)............................................ None
Item 9(a)-(c)........................................ Special Factors - Background of the Merger;
Special Factors - The Company's Reasons for the
Merger; Special Factors - Opinion of Financial
Advisor; Annex C - Opinion of Financial Advisor
Item 10(a)........................................... Security Ownership of Certain Beneficial Owners
and Management
Item 10(b)........................................... None
Item 11.............................................. Page One of the Proxy Statement; The Special
Meeting - Vote Required; Special Factors -
Background of The Merger; Description of the
Merger and the Merger Agreement; Sloane
Shareholders' Agreement; Security Ownership of
Certain Beneficial Owners and Management
Item 12(a)-(b)....................................... Notice of Special Meeting of Shareholders; Pages
One and Two of the Proxy Statement; The Special
Meeting - Vote Required; Special Factors -
Background of the Merger; Special Factors - The
Company's Reasons for the Merger; Sloane
Shareholders' Agreement; Security Ownership of
Certain Beneficial Owners and Management
Item 13(a)........................................... Rights of Dissenting Shareholders; Annex B -
Business Corporation Law of the State of New York
- Dissenters' Rights
Item 13(b)........................................... **
Item 13(c)........................................... **
Item 14(a)(1)-(2).................................... Incorporation by Reference
Item 14(a)(3)-(4).................................... Additional Information about the Company and its
Business - Certain Financial Information
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<TABLE>
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Item 14(b)........................................... **
Item 15(a)-(b)....................................... Page Two of the Proxy Statement; The Special
Meeting - Solicitation of Proxies
Item 16.............................................. Proxy Statement and Annexes
Item 17(a)........................................... No loan agreement is filed as an exhibit to the
Proxy Statement because the source and terms of
financing are not yet final.
Item 17(b)........................................... Annex C - Opinion of Financial Advisor
Item 17(c)........................................... The information set forth in the Amendment to the Schedule
13D filed by LTTR Home Care, LLC and Alan J. Landauer
subsequent to the date hereof is incorporated herein by
reference
Item 17(d)........................................... The Proxy Statement
Item 17(e)........................................... Annex B - Business Corporation Law of the State
of New York - Dissenters' Rights
Item 17(f)........................................... **
</TABLE>
** The Item is inapplicable or the answer thereto is in the negative.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth on the cover page of the Proxy Statement,
under "Notice of Special Meeting of Shareholders," on page one of the Proxy
Statement and under "Parties to the Merger Agreement - The Company" in the Proxy
Statement is incorporated herein by reference.
(b) The information set forth on page one of the Proxy Statement, under
"The Special Meeting - Vote Required" and under "Market for Common Equity and
Related Stockholder Matters" in the Proxy Statement is incorporated herein by
reference.
(c)-(d) The information set forth under "Market for Common Equity and
Related Stockholder Matters" in the Proxy Statement is incorporated herein by
reference.
(e) The information set forth under "Additional Information about the
Company and its Business - Business Development" in the Proxy Statement is
incorporated herein by reference.
(f) The information set forth under "Special Factors-Background of the
Merger" in the Proxy Statement is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
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(a) This Schedule 13E-3 is being filed by Community Care Services, Inc.
and Alan J. Landauer.
(b) The business address of Mr. Landauer is c/o Landauer Hospital
Supplies, Inc. 99 Calvert Street, Harrison, NY 10528.
(c)-(d) The information contained under "Parties to the Merger
Agreement" and under "Additional Information about the Company - The Company's
Directors and Executive Officers" in the Proxy Statement is incorporated herein
by reference.
(e) Mr. Landauer has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(f) Mr. Landauer has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction.
(g) Mr. Landauer is a citizen of the United States of America.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1)-(2) The information set forth under "Special Factors -
Background of the Merger," under "Description of the Merger and the Merger
Agreement" and under "Annex A - Agreement and Plan of Merger" in the Proxy
Statement is incorporated herein by reference.
(b) The information set forth under "Special Factors - Background of
the Merger," under "Description of the Merger and the Merger Agreement," under
"Sloane Shareholders' Agreement" and under "Annex A - Agreement and Plan of
Merger" is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth on pages one and two of, under
"Description of the Merger and the Merger Agreement" and under "Annex A -
Agreement and Plan of Merger" in the Proxy Statement is incorporated herein by
reference.
(b) The information set forth under "Special Factors - Interests of
Certain Persons in the Merger" in the Proxy Statement is incorporated herein by
reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth on pages one and two of the Proxy
Statement, under "Description of the Merger and the Merger Agreement," under
"Delisting and Deregistration of Common Stock" and under "Annex A - Agreement
and Plan of Merger" in the Proxy Statement is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (c)(1)-(2) The information set forth on page one of the Proxy
Statement and under
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"Source and Amount of Funds" in the Proxy Statement is incorporated herein by
reference.
(b) The information set forth under "The Special Meeting - Solicitation
of Proxies," under "Description of the Merger and the Merger Agreement - Fees
and Expenses" in the Proxy Statement is incorporated herein by reference.
(d) Not applicable
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information set forth under "Special Factors - Background
of the Merger," under "Special Factors - The Company's Reasons for the Merger"
and under "Special Factors - Alan J. Landauer's Reasons for the Merger" in the
Proxy Statement is incorporated herein by reference.
(d) The information set forth under "Special Factors - The Company's
Reasons for the Merger," under "Special Factors - Effect of the Merger," under
"Special Factors - Certain Federal Income Tax Consequences," under "Special
Factors - Interests of Certain Persons in the Merger," under "Description of the
Merger and the Merger Agreement - Conversion of Securities," under "Description
of the Merger and the Merger Agreement - Payment of Merger Price" and under
"Rights of Dissenting Shareholders" in the Proxy Statement is incorporated
herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) The information set forth on pages one and two of the Proxy
Statement, under "The Special Meeting - Purpose of the Meeting," under "Special
Factors - Background of the Merger," under "Special Factors - The Company's
Reasons for the Merger," under "Special Factors - Opinion of Financial Advisor"
and under "Annex C - Opinion of Financial Advisor" in the Proxy Statement is
incorporated herein by reference.
(c) The information set forth under "The Special Meeting - Vote
Required" in the Proxy Statement is incorporated herein by reference. No
provision for neutralized voting has been made.
(d) The information set forth under "Special Factors - The Company's
Reasons for the Merger" in the Proxy Statement is incorporated herein by
reference.
(e) The information set forth under "Notice of Special Meeting of
Shareholders," on page one of the Proxy Statement, under "The Special Meeting -
Purpose of the Meeting," under "Special Factors - Background of the Merger" and
under "Special Factors - The Company's Reasons for the Merger" in the Proxy
Statement is incorporated herein by reference.
(f) None.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth under "Special Factors - Background
of the Merger," under "Special Factors - The Company's Reasons for the Merger,"
under "Special Factors -
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Opinion of Financial Advisor" and under "Annex C - Opinion of Financial Advisor"
in the Proxy Statement is incorporated herein by reference. The section of the
Proxy Statement entitled "Annex C - Opinion of Financial Advisor" is a copy of
the opinion of Pinnacle Partners rendered in connection with the 13E-3
transaction.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth under "Security Ownership of Certain
Beneficial Owners and Management" in the Proxy Statement is incorporated herein
by reference.
(b) No transactions of the type required to be disclosed by Item 10(b)
have been effected in the past 60 days.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth on page one of the Proxy Statement, under
"The Special Meeting - Vote Required," under "Special Factors - Background of
the Merger," under "Description of the Merger and the Merger Agreement," under
"Sloane Shareholders' Agreement" and under "Security Ownership of Certain
Beneficial Owners and Management" is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a)-(b) The information set forth under "Notice of Special Meeting of
Shareholders," on pages one and two of the Proxy Statement, under "The Special
Meeting - Vote Required," under "Special Factors - Background of the Merger,"
under "Special Factors - The Company's Reasons for the Merger," under "Sloane
Shareholders' Agreement," and under "Security Ownership of Certain Beneficial
Owners and Management" in the Proxy Statement is incorporated herein by
reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth under "Rights of Dissenting Shareholders"
and under "Annex B - Business Corporation Law of the State of New York -
Dissenters' Rights" in the Proxy Statement is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a)(1)-(2) The information incorporated by reference in the Proxy
Statement under "Incorporation by Reference" is also incorporated herein by
reference.
(a)(3)-(4) The information set forth under "Additional Information
about the Company and its Business - Certain Financial Information" is
incorporated herein by reference.
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(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a)-(b) The information set forth on page two of the Proxy Statement
and under "The Special Meeting - Solicitation of Proxies" in the Proxy Statement
is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Reference is hereby made to the Proxy Statement and to each annex
attached thereto, each of which is incorporated by reference herein.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) No loan agreement is filed as an exhibit to this Schedule 13E-3 or
to the Proxy Statement because the source and terms of financing are not yet
final. See "Source and Amount of Funds" in the Proxy Statement.
(b) The information set forth under "Annex C - Opinion of Financial
Advisor" in the Proxy Statement is incorporated herein by reference.
(c) The information set forth in the Amendment to the Schedule 13D
filed by LTTR Home Care, LLC and Alan J. Landauer subsequent to the date hereof
is incorporated herein by reference.
(d) The Proxy Statement is incorporated herein by reference.
(e) The information set forth under "Annex B - Business Corporation Law
of the State of New York - Dissenters' Rights" in the Proxy Statement is
incorporated herein by reference.
(f) Not applicable.
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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.
Dated: June 16, 1999
COMMUNITY CARE SERVICES, INC.
By: Elia C. Guarneri
______________________________
Elia C. Guarneri,
Chief Financial Officer and Principal
Financial and Accounting Officer
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.
Dated: June 16, 1999
By: Alan J. Landauer
______________________________
Alan J. Landauer
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