<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
of the Securities Exchange Act of 1934
AND
SCHEDULE 13D
_____________________
INTENSIVA HEALTHCARE CORPORATION
(Name of Subject Company)
SELECT MEDICAL OF MECHANICSBURG, INC.
A WHOLLY OWNED SUBSIDIARY OF
SELECT MEDICAL CORPORATION
(Bidders)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
45815Y105
(CUSIP Number of Class of Securities)
__________________
MICHAEL E. TARVIN, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
SELECT MEDICAL CORPORATION
4718 OLD GETTYSBURG ROAD
P.O. BOX 2034
MECHANICSBURG, PENNSYLVANIA
(717) 972-1100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
WITH A COPY TO:
HENRY N. NASSAU, ESQ.
DECHERT PRICE & RHOADS
4000 BELL ATLANTIC TOWER
1717 ARCH STREET
PHILADELPHIA, PENNSYLVANIA 19103
(215) 994-4000
__________________
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 and Schedule 13D filed on November 17, 1998 (as
amended and supplemented, the "Schedule 14D-1") relating to the offer by Select
Medical of Mechanicsburg, Inc., a Delaware corporation (the "Purchaser") and a
wholly owned subsidiary of Select Medical Corporation, a Delaware corporation
("Parent"), to purchase all of the outstanding shares of Common Stock, par value
$.001 per share (the "Shares"), of Intensiva HealthCare Corporation, a Delaware
corporation (the "Company"),at $9.625 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated November 17, 1998 (the "Offer to Purchase") and in the
related Letter of Transmittal (which, together with the Offer to Purchase,
constitute the "Offer"). Unless otherwise indicated, all capitalized terms used
but not defined herein shall have the meanings assigned thereto in the Offer to
Purchase.
The Schedule 14D-1 is hereby amended and supplemented as follows:
Item 10. Additional Information.
On November 30, 1998, Parent issued a press release announcing that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
relating to the Offer had expired. The full text of the press release is
attached hereto as Exhibit (a)(10).
Item 11. Materials to be Filed as Exhibits.
(a)(10) Press Release, dated November 30, 1998.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 30, 1998
SELECT MEDICAL OF MECHANICSBURG, INC.
BY: /S/ MICHAEL E. TARVIN
----------------------------------------------
NAME: MICHAEL E. TARVIN
TITLE: VICE PRESIDENT AND SECRETARY
SELECT MEDICAL CORPORATION
BY: /S/ MICHAEL E. TARVIN
---------------------------------------------
NAME: MICHAEL E. TARVIN
TITLE: VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
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INDEX TO EXHIBITS
EXHIBIT
- -------
*(a)(1) Offer to Purchase, dated November 17, 1998.
*(a)(2) Letter of Transmittal.
*(a)(3) Notice of Guaranteed Delivery.
*(a)(4) Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
*(a)(5) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
*(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
*(a)(7) Press Release, dated November 9, 1998.
*(a)(8) Summary Advertisement.
*(a)(9) Press Release, dated November 17, 1998
(a)(10) Press Release, dated November 30, 1998
*(b) Commitment Letter, dated November 9, 1998, of Welsh,
Carson, Anderson & Stowe.
*(c)(1) Agreement and Plan of Merger, dated as of November 9,
1998, by and among Parent, Purchaser and the Company.
*(c)(2) Confidentiality Agreement, dated as of October 7, 1998,
by and between Parent and the Company.
*(c)(3) Stockholder Agreement, dated as of November 9, 1998,
among Parent, Purchaser and certain stockholders of the Company.
(d) None.
(e) Not applicable.
(f) None.
* Previously filed.
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Exhibit (a)(10)
FOR IMMEDIATE RELEASE:
- ---------------------
Select Medical Corporation Announces Expiration of Hart-Scott-Rodino Waiting
Period Regarding Pending Acquisition of Intensiva HealthCare Corporation
MECHANICSBURG, PA, Nov. 30, 1998 Select Medical Corporation announced today
that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
applicable to its pending acquisition of Intensiva HealthCare Corporation
(Nasdaq: IHCC) expired at 11:59 P.M. on November 25, 1998.
Select Medical Corporation and its wholly owned subsidiary, Select Medical of
Mechanicsburg, Inc. commenced, on November 17, 1998, a cash tender offer to
purchase all of the outstanding shares of Intensiva HealthCare Corporation at a
price of $9.625 per share. The offer is conditioned upon, among other things,
the tender of ninety percent (90%) of the shares of Intensiva's outstanding
common stock on a fully diluted basis. The offer and withdrawal rights are
scheduled to expire at 12:00 midnight, New York City time, on Tuesday, December
15, 1998, unless the offer is extended. MacKenzie Partners, Inc. is acting as
the Information Agent in connection with the offer.
Intensiva HealthCare Corporation is a leading provider of highly specialized
acute long-term care for critically ill or injured patients. Select Medical
Corporation is a leading private acute long-term care hospital services company.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer is made only through the Offer to
Purchase and the related Letter of Transmittal which were distributed on or
about November 17, 1998 to stockholders. Additional copies of such documents
can be obtained by contacting the Information Agent at 800/322-2885.
CONTACT: MacKenzie Partners, Inc.
- ------- Bob Marese, 212/929-5500
or
Select Medical Corporation
Dennis L. Lehman, Senior Vice-President and Chief Financial Officer,
717/972-3814
