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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
(FINAL AMENDMENT)
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INTEGRATED LIVING COMMUNITIES, INC.
(NAME OF SUBJECT COMPANY)
SLC ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
WHITEHALL STREET REAL ESTATE
LIMITED PARTNERSHIP VII
(BIDDERS)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
45813N10
(CUSIP NUMBER OF CLASS OF SECURITIES)
MICHAEL K. KLINGHER
85 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 902-1000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
COPY TO:
ROBERT B. SCHUMER, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
(212) 373-3000
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CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee*
$86,590,975 $17,318.20
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* The transaction valuation assumes the purchase of shares of Common Stock at
$11.50 per share in cash, which is based on (i) the number of shares of Common
Stock represented by the Company to be outstanding, which number is 6,697,900
and (ii) the number of shares underlying outstanding stock options, which
number is 831,750. The amount of the filing fee, calculated in accordance with
Rule 0-11(d) under the Securities Exchange Act of 1934, equals 1/50 of one
percent of the cash offered by the Bidder.
[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.
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Amount Previously Paid:................... $17,318.20
Form or Registration No.:................. Schedule 14D-1 and Schedule 13D
Filing Party:............................. Whitehall Street Real Estate Limited
Partnership VII and SLC Acquisition
Corp.
Date Filed:............................... June 5, 1997
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TOTAL OF SEQUENTIALLY NUMBERED PAGES:
EXHIBIT INDEX ON SEQUENTIALLY NUMBERED PAGE
2
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1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SLC Acquisition Corp. -- 75-2709884
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3. SEC USE ONLY
4. SOURCES OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(E) OR 2(F) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,646,851
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES. (SEE INSTRUCTIONS.) [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.2 Percent
10. TYPE OF REPORTING PERSON
CO
3
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1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Whitehall Street Real Estate Limited Partnership VII -- 75-2637050
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
3. SEC USE ONLY
4. SOURCES OF FUNDS
OO, AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(E) OR 2(F) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,646,851
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES. (SEE INSTRUCTIONS.) [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.2 Percent
10. TYPE OF REPORTING PERSON
PN
4
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This Amendment No. 1 (Final Amendment) amends and supplements the
Tender Offer Statement of Whitehall Street Real Estate Limited Partnership VII
(the "Parent") and SLC Acquisition Corp. (the "Purchaser") on Schedule 14D-1,
including the statement on Schedule 13D (the "Schedule 14D-1"), filed on June 5,
1997, relating to the offer by the Purchaser to purchase all outstanding shares
of common stock, par value $.01 (the "Shares"), of Integrated Living
Communities, Inc. (the "Company") at $11.50 per Share, net to the seller in
cash, on the terms and subject to the conditions set forth in the Offer to
Purchase, dated June 5, 1997 (the "Offer to Purchase"), and the related Letter
of Transmittal (together with the Offer to Purchase, the "Offer"), copies of
which were attached to the Schedule 14D-1 as Exhibits (a)(1) and (a)(2),
respectively. Unless otherwise defined herein, capitalized terms used herein
shall have the meanings set forth in the Offer to Purchase. The item numbers and
responses thereto below are in accordance with the requirements of Schedule
14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
The information set forth in Item 6 of the Schedule 14D-1 is hereby
amended and supplemented by the following:
At 12:00 midnight, New York City time, on Wednesday, July 2, 1997, the
Offer expired. Based on a preliminary count, approximately 6,646,851 Shares were
tendered pursuant to the Offer, of which 2,503,050 were tendered pursuant to
notices for guaranteed delivery. On July 3, 1997, effective as of 12:01 a.m.,
New York City time, all Shares validly tendered and not withdrawn were accepted
for payment by the Purchaser, subject to the terms of the Offer. A copy of a
press release announcing the expiration of the Offer and the acceptance of
validly tendered Shares is attached hereto as Exhibit (a)(9) and is incorporated
herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(f) of Schedule 14D-1 is hereby
amended and supplemented by the following:
The Offer of the Purchaser to purchase all outstanding Shares expired
at 12:00 midnight, New York City time, on Wednesday, July 2, 1997. The tendered
Shares were accepted by the Purchaser for payment at 12:01 a.m., New York City
time, on July 3, 1997, subject to the terms of the Offer. The Parent and the
Purchaser issued a press release on July 3, 1997, in connection with the
expiration of the Offer, the text of which is attached hereto as exhibit (a)(9)
and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Text of Press Release, dated July 3, 1997.
5
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SIGNATURES
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: July 3, 1997
SLC Acquisition Corp.
By: /s/ ELIZABETH A. O'BRIEN
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Name: Elizabeth A. O'Brien
Title: Vice-President
Whitehall Street Real Estate Limited
Partnership VII
By: Whitehall Advisors, L.P. VII,
its general partner,
By: WH Advisors, Inc.,
its general partner,
By: /s/ MICHAEL K. KLINGHER
-------------------------
Name: Michael K. Klingher
Title: Vice-President
6
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EXHIBIT INDEX
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Page No.
Exhibit in Sequentially
No. Title Numbered Copy
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99(a)(9) Text of Press Release, dated July 3, 1997.
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EXHIBIT (a)(9)
WHITEHALL STREET REAL ESTATE FUND ANNOUNCES COMPLETION OF TENDER OFFER FOR
INTEGRATED LIVING COMMUNITIES, INC.
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Contact: Contact:
Integrated Living Communities, Inc. Senior Lifestyle Corporation
Doug Listman, Controller William B. Kaplan, Chairman/CEO
(941) 947-7227 (773) 878-6333
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New York, NY - (July 3, 1997) - Whitehall Street Real Estate Limited Partnership
VII ("Whitehall") today announced that its wholly owned affiliate, SLC
Acquisition Corp., had accepted for payment all shares of common stock of
Integrated Living Communities, Inc. ("ILC") tendered and not withdrawn pursuant
to the tender offer which expired, as scheduled, at 12:00 midnight, New York
City time, on July 2, 1997. Whitehall reported that, based on a preliminary
count, 6,646,851 shares, or approximately 99.2 percent, of the outstanding
common stock of ILC had been tendered in the tender offer, including 2,503,050
shares by notice of guaranteed delivery, and accepted for payment at a price of
$11.50 per share, net to the seller in cash.
In the proposed second step of the acquisition, Whitehall plans to merge its SLC
Acquisition Corp. affiliate with and into ILC. As a result of such merger, each
share of ILC common stock not previously purchased in the tender offer will be
converted into a right to receive $11.50 in cash. Under applicable law, the
proposed merger is not subject to the approval of the remaining outstanding
shareholders of ILC. The proposed merger will be completed on or about July 9,
1997.
ILC is a major provider of assisted living and related services and is traded on
the NASDAQ exchange under the symbol "ILCC". Currently, ILC operates 24
buildings with over 2,500 beds and has 15 facilities under construction with
over 1,200 beds.
