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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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INTENSIVA HEALTHCARE CORPORATION
(NAME OF SUBJECT COMPANY)
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INTENSIVA HEALTHCARE CORPORATION
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(TITLE OF CLASSES OF SECURITIES)
45815Y 10 5
(CUSIP NUMBER OF CLASS OF SECURITIES)
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INTENSIVA HEALTHCARE CORPORATION
7733 FORSYTH BOULEVARD, SUITE 800
ST. LOUIS, MISSOURI 63105
(314) 725-0112
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
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WITH COPIES TO:
DENIS P. MCCUSKER, ESQ. THOMAS M. WALSH, ESQ.
J. MARK KLAMER, ESQ. SUELTHAUS & WALSH, P.C.
BRYAN CAVE LLP 7733 FORSYTH BOULEVARD, TWELFTH FLOOR
ONE METROPOLITAN SQUARE ST. LOUIS, MISSOURI 63105
211 N. BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102
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This Amendment No. 1 amends the Solicitation/Recommendation Statement on
Schedule 14D-9 (the "Statement") filed on November 17, 1998 by Intensiva
HealthCare Corporation (the "Company"), in connection with a tender offer made
by Select Medical of Mechanicsburg, Inc., a Delaware corporation and a
wholly-owned subsidiary of Select Medical Corporation, a Delaware corporation,
to purchase all outstanding shares (the "Shares") of common stock, par value
$.001 per share, of the Company and disclosed in a Tender Offer Statement on
Schedule 14D-1 dated November 17, 1998, as amended through December 8, 1998 (the
"Offer"). Unless otherwise indicated, all capitalized terms used but not defined
herein shall have the meanings assigned thereto in the Statement.
The purpose of this Amendment No. 1 is to amend Item 4 as described below.
Item 4. The Solicitation or Recommendation
(B) Background of the Merger and the Offer; Reasons for the Recommendation
The fourth paragraph of Section 3 ("Certain Projections Analyzed by the
Board") in Item 4(B) of the Statement is hereby amended and restated in its
entirety to read as follows:
"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 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 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. The Company does not intend 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."
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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: December 11, 1998
Intensiva HealthCare Corporation
By: /s/ David W. Cross
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Name: David W. Cross
Title: President and Chief
Executive Officer
