SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
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)
COMMUNITY CARE SERVICES, INC.
(Name of the Issuer)
Community Care Services, Inc.
Alan J. Landauer
Landauer Hospital Supplies, Inc.
LTTR HomeCare, LLC
LHS Merger Sub, Inc.
(Name of Persons Filing Statement)
Common Stock, Par Value $.01
(Title of Class of Securities)
20390-10-8
(CUSIP Number of Class of Securities)
----------------------
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
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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.
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
Transaction Valuation (1) Amount of Filing Fee
------------- -----------
$6,035,521.20 $0
[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
umber, 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
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 on June
17, 1999, and as a result no filing fee is due in connection with this Schedule
13E-3.
Community Care Services, Inc., a New York corporation (the "Company"),
Alan J. Landauer, Landauer Hospital Supplies, Inc., a New York corporation
("LHS"), LTTR HomeCare, LLC, a New York limited liability company ("LTTR"), and
LHS Merger Sub, Inc., a New York corporation ("Merger Sub"), hereby submit their
Rule 13e-3 Transaction Statement on Schedule 13E-3 (the
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"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,
LHS and 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'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 of the Company's shareholders. A preliminary
proxy statement detailing the terms and effects on the Company of the Merger and
the Merger Agreement (the "Proxy Statement") was filed concurrently with the
Schedule 13E-3. Amendment No. 2 to the Proxy Statement is being filed
concurrently with the Amendment No. 2 to the Schedule 13E-3.
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"). Amendment No. 2 to the Proxy Statement was filed immediately
prior to the filing of this Amendment No. 2 to 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
ITEM IN WHERE LOCATED IN SCHEDULE 13E-3 PROXY
SCHEDULE 13E-3 STATEMENT
- -------------- ---------
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 i 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 -
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Business Development
Item 1(f) Special Factors - Background of the Merger
Item 2(a) This Schedule 13E-3 is being filed by Community
Care Services, Inc., Alan J. Landauer, Landauer
Hospital Supplies, Inc., a New York corporation
("LHS"), LTTR HomeCare, LLC, a New York limited
liability company ("LTTR"), and LHS Merger Sub,
Inc., a New York corporation ("Merger Sub").
Item 2(b) Alan J. Landauer's business address and the
business address of each of LHS, LTTR and Merger
Sub 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 and its Business -
The Company's Directors and Executive Officers
Item
2(e)-(f) **
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 i and ii 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; Special Factors - Effects of the
Merger - Effect on Alan J. Landauer and his
Affiliates; Special Factors - Effects of the
Merger - Effect on Management
Item 5(a)-(g) Pages i and ii of the Proxy Statement; Special
Factors - Effects of the Merger - In General;
Special Factors - Effects of the Merger Effect on
the Company; Description of the Merger and the
Merger Agreement; Delisting and Deregistration of
Common Stock and Warrants; Annex A - Agreement and
Plan of Merger
Item 6(a), (c)(1)-(2) Page i of the Proxy Statement; Source and Amount
of Funds
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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 - Purposes of the Merger; Special
Factors Background of the Merger; Special Factors
- The Company's Reasons for the Merger; Special
Factors - The Landauer Group's Reasons for the
Merger
Item 7(d) Special Factors - Interests of Certain Persons in
the Merger; Special Factors - The Company's
Reasons for the Merger; Special Factors - Effects
of the Merger - In General; Special Factors
Effects of the Merger - Effect on the Unaffiliated
Shareholders; Special Factors - Effects of the
Merger - Effect on the Company; Special Factors -
Effects of the Merger - Effect on Alan J. Landauer
and his Affiliates; Special Factors - Effects of
the Merger - Effect on Management; Special Factors
- Federal Income Tax Consequences; 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 i and ii of the Proxy Statement; The Special
Meeting Purpose of the Meeting; Special Factors -
Background of the Merger; Special Factors -
Fairness of the Transaction; Special Factors - The
Company's Reasons for the Merger; Special Factors
- Opinion of Financial Advisor; Annex C - Opinion
of Financial Advisor
Item 8(c) Special Factors - Fairness of the Transaction;
Special Factors The Company's Reasons for the
Merger
Item 8(d) Special Factors - Fairness of the Transaction;
Special Factors The Company's Reasons for the
Merger
Item 8(e) Special Factors - Fairness of the Transaction
Item 8(f) Special Factors - Purposes of the Merger; Special
Factors Fairness of the Transaction; Special
Factors - The Company's Reasons for the Merger;
Special Factors - Opinion of Financial Advisor
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
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Item 10(a) Security Ownership of Certain Beneficial Owners
and Management
Item 10(b) None
Item 11 Page i of the Proxy Statement; The Special Meeting
- Vote Required; Special Factors - Interests of
Certain Persons in the Merger; 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 i
and ii 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) Special Factors - Fairness of the Transaction;
Special Factors The Company's Reasons for the
Merger; 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
Item 14(b) **
Item 15(a)-(b) Page ii 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. See Source and Amount
of Funds.
Item 17(b)(i) Annex C - Opinion of Financial Advisor
Item 17(b)(ii) Materials presented to the Company's Board of
Directors on June
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15, 1999
Item 17(c) Incorporated by reference to Amendment to the
Schedule 13D filed by LTTR HomeCare, LLC and Alan
J. Landauer on June 9, 1999
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) **
** 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 i 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.
(a) This Schedule 13E-3 is being filed by Community Care Services,
Inc., Alan J. Landauer, Landauer Hospital Supplies, Inc., a New York corporation
("LHS"), LTTR HomeCare, LLC, a New York limited liability company ("LTTR"), and
LHS Merger Sub, Inc. a New York corporation ("Merger Sub").
(b) The business address of each of Mr. Landauer, LHS, LTTR and Merger
Sub is c/o Landauer Hospital Supplies, Inc. 99 Calvert Street, Harrison, NY
10528.
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(c)-(d) The information contained under "Parties to the Merger
Agreement" and under "Additional Information about the Company and its Business
- - The Company's Directors and Executive Officers" in the Proxy Statement is
incorporated herein by reference.
(e) Mr. Landauer, LHS, LTTR and Merger Sub have not, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(f) Mr. Landauer, LHS, LTTR and Merger Sub have 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 i and ii of the Proxy Statement,
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," under "Special Factors - Effects of the Merger -
Effect on Alan J. Landauer and his Affiliates" and under "Special Factors -
Effects of the Merger - Effect on Management" 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 i and ii of the Proxy
Statement, under "Special Factors - Effects of the Merger - In General," under
"Special Factors - Effects of the Merger Effect on the Company," under
"Description of the Merger and the Merger Agreement," under "Delisting and
Deregistration of Common Stock and Warrants" 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 i of the Proxy
Statement and under "Source and Amount of Funds" in the Proxy Statement is
incorporated herein by reference.
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(b) The information set forth under "The Special Meeting - Solicitation
of Proxies" and 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 - Purposes of
the Merger," under "Special Factors - Background of the Merger," under "Special
Factors - The Company's Reasons for the Merger" and under "Special Factors - The
Landauer Group's Reasons for the Merger" in the Proxy Statement is incorporated
herein by reference.
(d) The information set forth under "Special Factors - Interests of
Certain Persons in the Merger," under "Special Factors - The Company's Reasons
for the Merger," under "Special Factors - Effects of the Merger - In General,"
under "Special Factors - Effects of the Merger - Effect on the Unaffiliated
Shareholders," under "Special Factors - Effects of the Merger - Effect on the
Company," under "Special Factors - Effects of the Merger - Effect on Alan J.
Landauer and his Affiliates," under "Special Factors - Effects of the Merger -
Effect on Management," under "Special Factors Federal Income Tax Consequences,"
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 i and ii of the Proxy
Statement, under "The Special Meeting - Purpose of the Meeting," under "Special
Factors - Background of the Merger," under "Special Factors - Fairness of the
Transaction," 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 "Special Factors - Fairness of the
Transaction" and under "Special Factors - The Company's Reasons for the Merger"
in the Proxy Statement is incorporated herein by reference.
(d) The information set forth under "Special Factors - Fairness of the
Transaction" and 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 "Special Factors - Fairness of the
Transaction" in the Proxy Statement is incorporated herein by reference.
(f) This information set forth under "Special Factors - Purposes of the
Merger," under "Special Factors - Fairness of the Transaction," under "Special
Factors - The Company's Reasons
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for the Merger" and under "Special Factors - Opinion of Financial Advisor" in
the Proxy Statement is incorporated herein by reference.
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 - 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 i of the Proxy Statement, under "The
Special Meeting Vote Required," under "Special Factors - Interests of Certain
Persons in the Merger," 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 i and ii 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 "Special Factors - Fairness of the
Transaction," under "Special Factors - The Company's Reasons for the Merger,"
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.
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(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.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a)-(b) The information set forth on page ii 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)(i) The information set forth under "Annex C - Opinion of Financial
Advisor" in the Proxy Statement is incorporated herein by reference.
(b)(ii) The materials presented to the Company's Board of Directors on
June 15, 1999 are attached hereto as Exhibit 17(b)(ii).
(c) The information set forth in the Amendment to the Schedule 13D
filed by LTTR Home Care, LLC and Alan J. Landauer on June 9, 1999 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: September 15, 1999
COMMUNITY CARE SERVICES, INC.
By: /s/ Elia C. Guarneri
-------------------------------------
Elia C. Guarneri,
Chief Financial Officer and Principal
Financial and Accounting Officer
After due inquiry and to the best of his or its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 15, 1999
/s/ Alan J. Landauer
-------------------------------------
Alan J. Landauer
LANDAUER HOSPITAL SUPPLIES, INC.
By: /s/ Alan J. Landauer
-------------------------------------
Alan J. Landauer
President
LTTR HOMECARE, LLC
By: /s/ Alan J. Landauer
-------------------------------------
Alan J. Landauer
Managing Member
LHS MERGER SUB, INC.
By: /s/ Alan J. Landauer
-------------------------------------
Alan J. Landauer
President
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