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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant To Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
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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. 2 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, 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.
(f) Item 10(f) is hereby amended and supplemented by the following:
The first sentence of Section 2 of the Offer to Purchase ("Acceptance for
Payment and Payment for Shares") is hereby amended and restated in its entirety
to read as follows:
"Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment), the Offeror will accept for payment and will pay for all Shares
validly tendered prior to the Expiration Date and not theretofore withdrawn in
accordance with Section 4 promptly after the later to occur of (i) the
Expiration Date and (ii) the satisfaction or waiver of the conditions set forth
in Section 15 related to regulatory matters."
The sixth paragraph of Section 8 of the Offer to Purchase ("Certain
Information Concerning the Company") is hereby amended and restated in its
entirety to read as follows:
"The Company has advised Purchaser and Parent that it does not as a matter
of course make public any projections as to future performance or earnings, and
the projections set forth above are included in this Offer only because the
information was provided to Parent and Purchaser. The projections were not
prepared with a view to public disclosure or compliance with the published
guidelines of the Commission or the guidelines established by the American
Institute of Certified Public Accountants regarding projections or forecasts.
The Company's internal operating projections are, in general, prepared solely
for internal use and capital budgeting and other management decisions and are
subjective in many respects and thus susceptible to various interpretations and
periodic revision based on actual experience and business developments. The
projections were based on a number of assumptions some of which are beyond the
control of the Company, the Purchaser or Parent or their respective financial
advisors and representatives. Such assumptions include, but are not limited to
(i) the Company opening 10 new hospitals annually, (ii) the Company not
experiencing significant rate pressure at either the government or private payor
level, (iii) revenue per patient day remaining at existing levels with slight
reductions through 2002, (iv) costs remaining at levels consistent with past
experience and (v) the Company leveraging its fixed overhead over a larger
number of hospitals and increasing its margins. Although the Company believes
the assumptions used in preparing this information were reasonable when made,
such assumptions are inherently subject to significant uncertainties and
contingencies which are impossible to predict and beyond
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the Company's control, including, but not limited to, the ability of the Company
to develop new facilities in accordance with its business plan, changes in
health care regulation and/or health care reform, changes in the regulation of
relationships among health care providers, difficulty in obtaining necessary
licenses or certifications, ability to collect accounts receivable, changes in
reimbursement policies or procedures, changes in payor mix, changes in referral
source practices, changes in relationships with host hospitals and/or the leases
with such host hospitals, competition, and the adequacy of professional
liability insurance. No prediction can be made as to whether the assumptions
made in preparing the foregoing information were or will be accurate, and
accordingly, there can be no assurance, and no representation or warranty is
made, that actual results will not vary materially from those described above.
The inclusion of this information should not be regarded as an indication that
Parent, Purchaser, the Company or anyone who received this information then
considered, or now considers, it a reliable prediction of future events, and
this information should not be relied on as such. Neither Parent nor Purchaser
assumes any responsibility for the validity, reasonableness, accuracy or
completeness of the projections, and the Company has made no representation to
Parent or Purchaser regarding the projections described above. None of the
Company, the Purchaser or Parent intends to update, revise or correct such
projections if they become inaccurate (even in the short term). The projections
have not been adjusted to reflect the effects of the Merger."
The introductory clause of Section 15 of the Offer to Purchase ("Certain
Conditions to the Offeror's Obligations") is hereby amended and restated in its
entirety to read as follows:
"The obligations of the Purchaser to accept for payment and pay for Shares
tendered pursuant to the Offer shall be subject to the occurrence of the
following conditions prior to the Expiration Date (or, in the case of conditions
related to regulatory matters, before the acceptance of such Shares for payment
or the payment thereof):"
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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: December 8, 1998
SELECT MEDICAL OF MECHANICSBURG, INC.
By: /s/ Michael E. Tarvin
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Name: Michael E. Tarvin
Title: Vice President and Secretary
SELECT MEDICAL CORPORATION
By: /s/ Michael E. Tarvin
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Name: Michael E. Tarvin
Title: Vice President, General Counsel
and Secretary
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INDEX TO EXHIBITS
Exhibit
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*(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.
