<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
AMENDMENT NO. 3/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
_____________________
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
__________________
<PAGE>
CUSIP NO. 45815Y105 PAGE 1 OF 2
14D-1
__________________________________________________________________________
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SELECT MEDICAL OF MECHANICSBURG, INC. (E.I.N.: 23-2981308)
__________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [_]
(B) [_]
__________________________________________________________________________
3 SEC USE ONLY
__________________________________________________________________________
4 SOURCE OF FUNDS
AF, BK
__________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(E) OR 2(F) [_]
__________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
__________________________________________________________________________
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,619,379
__________________________________________________________________________
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [_]
__________________________________________________________________________
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
95.4%
__________________________________________________________________________
10 TYPE OF REPORTING PERSON
CO
__________________________________________________________________________
<PAGE>
CUSIP NO. 45815Y105 PAGE 2 OF 2
14D-1
__________________________________________________________________________
1. NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS
SELECT MEDICAL CORPORATION (E.I.N.: 23-2872718)
__________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [_]
(B) [_]
__________________________________________________________________________
3. SEC USE ONLY
__________________________________________________________________________
4. SOURCE OF FUNDS
AF, BK
__________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(E) OR 2(F) [_]
__________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
__________________________________________________________________________
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,619,379
__________________________________________________________________________
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [_]
__________________________________________________________________________
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
95.4%
__________________________________________________________________________
10. TYPE OF REPORTING PERSON
CO
__________________________________________________________________________
<PAGE>
This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule 14D-1 and Statement of Schedule 13D filed on November 17, 1998 (as
amended and supplemented by Amendment No.1 dated November 30, 1998 and Amendment
No. 2 dated December 8, 1998, 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"). Pursuant to Instruction F
of Schedule 14D-1, this statement is submitted in satisfaction of the reporting
obligation of the Purchaser under Section 13(d) of the Securities Exchange Act
of 1934, as amended. 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 6. Interest in Securities of the Subject Company.
At 12:00 midnight (EST) on December 15, 1998 the Offer expired. Based on
preliminary information provided by the Depositary, approximately 9,619,379
Shares (or approximately 95.4% of the Shares outstanding) were validly tendered
and not withdrawn pursuant to the Offer, including 147,447 Shares (approximately
1.5% of the Shares outstanding) tendered pursuant to notices of guaranteed
delivery. The Purchaser has accepted for payment all such Shares at the purchase
price of $9.625 per Share, net to the seller in cash. 701,067 Shares issuable
pursuant to options and warrants have been canceled in exchange for the right to
receive a cash payment equal to the excess, if any, of $9.625 over the exercise
price per Share, less amounts withheld in respect of federal and state income
taxes.
Pursuant to the Agreement and Plan of Merger, dated as of November 9, 1998,
among the Parent, Purchaser and the Company, Parent intends to effect a merger
of Purchaser with and into the Company in accordance with the relevant
provisions of the Delaware Law. Upon the consummation of the Merger, each
outstanding Share (other than Shares held in the treasury of the Company, Shares
owned by Purchaser, Parent or any direct or indirect wholly owned Subsidiary of
Parent or of the Company and Shares as to which dissenters' rights are
perfected) will be converted into the right to receive $9.625 in cash.
Item 10. Additional Information.
(f) Item 10(f) is hereby amended and supplemented by the following:
The first paragraph of Section 10 of the Offer to Purchase ("Sources and
Amount of Funds") is hereby amended and restated in its entirety to read as
follows:
"The Offer is not conditioned upon any financing arrangements. The total
amount of funds required by Purchaser to consummate the Offer and the Merger,
including the fees and expenses of the Offer and the Merger and refinancing of
existing indebtedness of the Company, is estimated to be approximately $130
million. Parent has obtained $35 million in subordinated debt from a fund
associated
<PAGE>
with one of its existing stockholders and $65 million in equity principally from
its existing stockholders or funds affiliated with them. The balance of the
funds required by Purchaser to consummate the Offer and the Merger will be drawn
from Parent's existing credit facilities. Any debt incurred to fund the purchase
of the Shares in the Offer is expected to be repaid from funds internally
generated by the Parent and its subsidiaries and from external sources,
including potentially from the sales of debt and equity securities on terms not
yet determined."
Reference is made to the press release issued by Parent on December 16,
1998, a copy of which is filed as Exhibit (a)(11) to the Schedule 14D-1 and is
incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(11) Press Release, dated December 16, 1998.
<PAGE>
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: December 16, 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
<PAGE>
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.
(a)(11) Press Release, dated December 16, 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.
<PAGE>
FOR IMMEDIATE RELEASE:
- ---------------------
Select Medical Completes Tender Offer for Intensiva
MECHANICSBURG, PA, December 16, 1998 -- Select Medical Corporation announced
today that its wholly-owned subsidiary, Select Medical of Mechanicsburg, Inc.,
has completed its all-cash tender offer for all outstanding shares of common
stock of Intensiva HealthCare Corporation (Nasdaq:IHCC) at a price of $9.625 per
share. The offer expired, as scheduled, at midnight (EST) on Tuesday, December
15, 1998.
As of the termination of the offer, based on a preliminary count from the
depositary for the offer, approximately 9,619,379 shares of common stock had
been tendered and accepted for payment. These tendered shares represent
approximately 95.4% of Intensiva's outstanding shares of common stock. Select
and Intensiva will now proceed to complete a merger pursuant to which Select
will acquire the remaining shares of intensiva for $9.625 per share of common
stock in cash. The merger is expected to be completed by the end of 1998.
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 acute long-term care hospital services company with
projected 1999 revenue of over $425 million after consummation of this
transaction. Select provides acute long-term hospital services in 14 states
through 38 hospitals containing approximately 1,500 beds. Select was founded by
Rocco and Robert Ortenzio in February 1997, with financial backing by Welsh,
Carson, Anderson & Stowe and Golder, Thoma, Cressey & Rauner, two of the leading
private equity investment firms in the United States.
CONTACT: Select Medical Corporation
- -------
Michael E. Tarvin, Vice President, General Counsel and Secretary,
717/972-1132
