<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(AMENDMENT NO. 4)
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
CENTENNIAL HEALTHCARE CORPORATION
(NAME OF SUBJECT COMPANY)
HILLTOPPER HOLDING CORP.
HILLTOPPER ACQUISITION CORP.
WARBURG, PINCUS EQUITY PARTNERS, L.P.
WARBURG, PINCUS & CO.
J. STEPHEN EATON
ALAN C. DAHL
KENT C. FOSHA, SR.
LAWRENCE W. LEPLEY, JR.
CENTENNIAL HEALTHCARE CORPORATION
(NAME OF FILING PERSON -- OFFEROR)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
150937100
(CUSIP NUMBER OF CLASS OF SECURITIES)
-----------------------
DAVID WENSTRUP
VICE PRESIDENT AND SECRETARY
HILLTOPPER HOLDING CORP.
C/O E.M. WARBURG, PINCUS & CO., LLC
466 LEXINGTON AVENUE
NEW YORK, NY 10017
TELEPHONE: (212) 878-0600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
-----------------------
COPY TO:
<TABLE>
<S> <C> <C>
DARYL R. GRISWOLD, ESQ. STEVEN J. GARTNER, ESQ. PAUL A. QUIROS, ESQ.
CENTENNIAL HEALTHCARE DAVID K. BOSTON, ESQ. LYNN S. SCOTT, ESQ.
CORPORATION
400 PERIMETER CENTER TERRACE WILLKIE FARR & GALLAGHER KING & SPALDING
SUITE 650 787 SEVENTH AVENUE 191 PEACHTREE STREET
ATLANTA, GEORGIA 30346 NEW YORK, NEW YORK 10019 ATLANTA, GEORGIA 30303
TELEPHONE: (770) 698-9040 TELEPHONE: (212) 728-8000 TELEPHONE: (404) 572-4600
</TABLE>
-----------------------
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/X/ going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. /X/
================================================================================
<PAGE>
This Amendment No. 4 (this "AMENDMENT") amends and supplements the Tender
Offer Statement on Schedule TO filed by Hilltopper Holding Corp., a Delaware
corporation ("PARENT"), Hilltopper Acquisition Corp., a Georgia corporation
("PURCHASER"), Warburg, Pincus Equity Partners, L.P., a Delaware limited
partnership, Warburg, Pincus & Co, a New York general partneship, J. Stephen
Eaton, Alan C. Dahl, Kent C. Fosha, Sr., Lawrence W. Lepley, Jr. and Centennial
HealthCare Corporation, a Georgia corporation ("CENTENNIAL") on March 17, 2000,
as amended (the "SCHEDULE TO") relating to the offer by Purchaser to purchase
all outstanding shares of Common Stock, par value $0.01 per share (the
"SHARES"), of Centennial at a purchase price of $5.50 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase (the "OFFER TO PURCHASE") and in the related Letter of
Transmittal (which, as amended or supplemented from time to time, collectively
constitute the "OFFER"), copies of which are attached as Exhibits (a)(1) and
(a)(2) to the Schedule TO. Capitalized terms used but not defined in this
Amendment shall have the meaning assigned to them in the Offer to Purchase.
ITEMS 1 THROUGH 9 AND 11.
Items 1 through 9 and 11 of the Schedule TO, which incorporate by
reference the information contained in the Offer to Purchase, are hereby amended
and supplemented by adding thereto the following:
On May 2, 2000, Parent announced that Purchaser has accepted for
payment 6,179,862 Shares representing approximately 51.8% of the outstanding
Shares (including 132,900 Shares tendered by means of guaranteed delivery),
at $5.50 per share in cash in accordance with the Offer. These Shares, when
taken together with the 4,710,252 Shares being contributed to Parent by the
Contributing Shareholders, represent approximately 91.3% of the outstanding
Shares. 1,033,504 Shares (not including the 4,710,252 Shares being
contributed to Parent by the Contributing Shareholders) were not tendered and
remain outstanding. The Offer expired at 5:00 p.m., New York City time, on
Monday, May 1, 2000.
As previously disclosed, Parent intends to merge Purchaser with and into
Centennial in accordance with the merger provisions under Georgia law. As a
result of the merger, Centennial will become a wholly owned subsidiary of Parent
and each remaining outstanding Share will be converted, subject to appraisal
rights, into the right to receive $5.50 in cash, without interest.
The full text of Parent's May 2, 2000 press release is attached as Exhibit
(a)(10) hereto and incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(10) Text of Press Release issued by Parent on May 2, 2000.
Page 2 of 4 Pages
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SIGNATURE
After due 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: May 2, 2000
HILLTOPPER ACQUISITION CORP.
By /s/ David Wenstrup
-----------------------------------
Name: David Wenstrup
Title: Vice President and
Secretary
HILLTOPPER HOLDING CORP.
By /s/ David Wenstrup
-----------------------------------
Name: David Wenstrup
Title: Vice President and
Secretary
WARBURG, PINCUS EQUITY PARTNERS, L.P.
By: Warburg, Pincus & Co.,
General Partner
By /s/ Joel Ackerman
-----------------------------------
Name: Joel Ackerman
Title: Managing Director
WARBURG, PINCUS & CO.
By /s/ Joel Ackerman
-----------------------------------
Name: Joel Ackerman
Title: Partner
Page 3 of 4 Pages
<PAGE>
/s/ J. Stephen Eaton
---------------------------------
J. Stephen Eaton
/s/ Alan C. Dahl
---------------------------------
Alan C. Dahl
/s/ Kent C. Fosha, Sr.
---------------------------------
Kent C. Fosha, Sr.
/s/ Lawrence W. Lepley, Jr.
---------------------------------
Lawrence W. Lepley, Jr.
CENTENNIAL HEALTHCARE CORPORATION
By /s/ J. Stephen Eaton
-----------------------------------
Name: J. Stephen Eaton
Title: Chief Executive Officer
Page 4 of 4 Pages
