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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 1)
Solicitation/Recommendation Statement
Pursuant to Section 14(d) (4) of the
Securities Exchange Act of 1934
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SUBURBAN OSTOMY SUPPLY CO., INC.
(Name of Subject Company)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
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864471 10 7
(CUSIP Number of Class of Securities)
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DONALD H. BENOVITZ
PRESIDENT
SUBURBAN OSTOMY SUPPLY CO., INC.
75 OCTOBER HILL ROAD
HOLLISTON, MASSACHUSETTS 01746
(508) 429-1000
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of the person(s) filing statement)
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With a copy to:
James Westra, Esq.
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
(617) 951-6600
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") by Suburban Ostomy Supply Co., Inc., a Massachusetts
corporation (the "Company"), on December 22, 1997 (as heretofore amended, the
"Schedule 14D-9"), and relates to the tender offer made by Inva Acquisition
Corp., a Massachusetts corporation ("Purchaser") and wholly owned subsidiary of
Invacare Corporation, an Ohio corporation ("Invacare"), disclosed in a Tender
Offer Statement on Schedule 14D-1 filed with the Commission on December 22,
1997, as heretofore amended, to purchase all of the outstanding shares of the
Company's common stock, no par value per share ("Company Common Stock"), at a
purchase price of $11.75 per share of Company Common Stock, net to the seller in
cash, on the terms and subject to the conditions set forth in the Purchaser's
Offer to Purchase, dated December 22, 1997, and the related Letter of
Transmittal. The purpose of this Amendment No. 1 is to amend Items 8 and 9 of
the Schedule 14D-9 as set forth below. Terms defined in the Schedule 14D-9 are
used in this Amendment No. 1 with the same meanings as provided in the Schedule
14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby amended by adding the following
paragraph thereto:
On January 7, 1998, Invacare and the Company announced that they had each
received notice that the United States Department of Justice and the Federal
Trade Commission had granted each of them early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, without any request for additional information or documentary
materials. A copy of the press release issued by Invacare and the Company
announcing early termination of the waiting period is attached hereto as Exhibit
7 and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit-7 Press release issued by Suburban Ostomy Supply Co., Inc. and
Invacare Corporation, dated January 7, 1998, announcing the early
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.
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SIGNATURE
After reasonable 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: January 7, 1998 SUBURBAN OSTOMY SUPPLY CO., INC.
By: /s/ Donald H. Benovitz
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Donald H. Benovitz
President
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[INVACARE LOGO]
NEWS RELEASE
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INVACARE AND SUBURBAN OSTOMY SUPPLY GRANTED EARLY TERMINATION
OF ANTITRUST WAITING PERIOD
ELYRIA, Ohio--January 6, 1998--Invacare Corporation (NASDAQ:IVCR) and
Suburban Ostomy Supply Co., Inc. (NASDAQ:SOSC), announced today that, in
connection with Invacare's previously announced tender offer for its wholly
owned subsidiary, Inva Acquisition Corp., to acquire all of the outstanding
shares of common stock of Suburban Ostomy Supply Co., Inc., the U.S. Department
of Justice and the Federal Trade Commission have granted Invacare and Suburban
early termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.
Early termination of the waiting period satisfies one of the conditions of
the tender offer pursuant to the merger agreement among Invacare, Inva
Acquisition Corp. and Suburban, announced December 17, 1997. The tender offer,
for $11.75 per share, is still subject to certain other conditions and is
scheduled to expire at Midnight, New York City time, January 22, 1998, unless
extended.
Suburban Ostomy Co., Inc., which completed its initial public offering in
October 1996, is a direct marketing wholesaler of medical supplies and related
products to the home health care industry. The company sells products to over
23,000 customers, including: home medical equipment suppliers and pharmacies;
home health agencies; national home health care chains; and managed care
organizations. Through its direct sales and marketing programs, the company
markets a comprehensive selection of more than 7,000 stock keeping units,
primarily products for ostomy, incontinence, diabetic and wound care.
Invacare's headquarters are in Elyria, OH, with manufacturing plants in
the United States, Australia, Canada, Germany, France, Mexico, New Zealand,
Portugal, Switzerland and the United Kingdom. Products are distributed
worldwide through more than 10,000 professional home health care providers,
institutions and retail outlets.
CONTACT: Media Inquiries: Susan A. Elder,
Manager of Corporate Communications, 440/329-6549
Investor Inquiries: Thomas R. Miklich,
Chief Executive Officer, 440/329-6111
