<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(AMENDMENT NO. 3)
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)
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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)
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<TABLE>
<S> <C> <C>
COPY TO:
DARYL R. GRISWOLD, ESQ. STEVEN J. GARTNER, ESQ. PAUL A. QUIROS, ESQ.
CENTENNIAL HEALTHCARE CORPORATION DAVID K. BOSTON, ESQ. LYNN S. SCOTT, ESQ.
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>
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/ / 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. / /
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SCHEDULE TO AMENDMENT NO. 3
This Amendment No. 3 (this "AMENDMENT") amends and supplements the
Tender Offer Statement on Schedule TO filed by Hilltopper Holding Corp., a
Delaware corporation, Hilltopper Acquisition Corp., a Georgia corporation
("PURCHASER"), Warburg, Pincus Equity Partners, L.P., a Delaware limited
partnership, 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. In addition, this Amendment amends and
supplements the Schedule TO by adding Warburg, Pincus & Co. as a filing person.
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:
(1) The information set forth under the caption "SPECIAL FACTORS
-- POSITION OF CENTENNIAL, PARENT, PURCHASER, THE WP FUNDS AND
MANAGEMENT AS TO THE FAIRNESS OF THE OFFER AND THE MERGER" of
the Offer to Purchase is hereby amended to read in its
entirety as follows:
"4. POSITION OF CENTENNIAL, PARENT, PURCHASER, THE WP FUNDS, WARBURG,
PINCUS & CO. AND MANAGEMENT AS TO THE FAIRNESS OF THE OFFER AND MERGER
By virtue of the Subscription Agreement, Parent may be deemed to
beneficially own approximately 39.5% of the Shares. As a result, Parent and its
affiliates may be deemed to be "affiliates" of Centennial. Rule 13e-3 of the
Exchange Act governs "going-private" transactions by certain issuers and their
affiliates. Accordingly, in compliance with Rule 13e-3, Centennial, Parent,
Purchaser, the WP Funds, Warburg, Pincus & Co. and Messrs. Eaton, Dahl, Fosha
and Lepley (collectively, "Management") may be required to consider the fairness
of the Offer and the Merger to the Public Shareholders.
Centennial, Parent, Purchaser, the WP Funds, Warburg, Pincus & Co. and
Management believe the Offer and the Merger to be substantively and procedurally
fair to the Public Shareholders. Centennial, Parent, Purchaser, the WP Funds,
Warburg, Pincus & Co. and Management have considered the J.P. Morgan opinion
(see, "REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS" below), in addition to
the following factors:
- The fact that the Board and the Special Committee concluded
that the Offer and the Merger are fair to and in the best
interests of, Centennial.
- The historical and projected financial performance of
Centennial and its financial results.
- The Per Share Amount represents an 87% premium over the
closing price for the Shares on February 24, 2000, the last
full trading day prior to announcement of the $5.50 Offer.
Page 2 of 6 Pages
<PAGE>
SCHEDULE TO AMENDMENT NO. 3
- The Offer is an all cash offer for all of the outstanding
Shares and the Public Shareholders can accept or reject the
Offer.
- The ability of Public Shareholders who do not tender their
Shares and object to the Merger to obtain "fair value" for
their Shares if they exercise and perfect their appraisal
rights under the GBCC.
- The Offer is not subject to a financing condition.
- The Offer provides the Public Shareholders who are considering
selling their Shares with the opportunity to sell their Shares
at the Per Share Amount without incurring the transaction
costs typically associated with market sales.
- The terms of the Merger Agreement were determined through
arm's length negotiations between the Special Committee and
its legal and financial advisors, on the one hand, and
representatives of Parent, on the other hand, and provide for
the Offer to allow Public Shareholders to receive payment for
their Shares on an accelerated basis. These terms were
negotiated before Parent or Purchaser beneficially owned any
Shares.
- The Contributing Shareholders have significant control of the
Common Stock and could significantly influence a disposition
of Centennial.
- Centennial's liquidity situation, which does not currently
allow for opportunities to grow Centennial through
acquisitions.
- Notwithstanding that the J.P. Morgan opinion was provided
solely for the information and assistance of the Special
Committee and that Centennial, Parent, Purchaser, the WP
Funds, Warburg, Pincus & Co. and Management are not entitled
to rely on such opinion, the fact that the Special Committee
received an opinion from J.P. Morgan that the $5.50 per Share
in cash to be received by the Public Shareholders in the Offer
and the Merger is fair to such holders from a financial point
of view.
Centennial, Parent, Purchaser, the WP Funds, Warburg, Pincus & Co. and
Management have reviewed the factors considered by the Board in support of its
decision as described above and in the Schedule 14D-9, and had no basis to
question their consideration of or reliance on these factors. None of
Centennial, Parent, Purchaser, the WP Funds, Warburg, Pincus & Co. and
Management find it practicable to assign specific relative weights to the
foregoing factors in reaching its opinion as to the fairness of the Offer and
the Merger to the Public Shareholders."
(2) The information set forth under the caption "THE TENDER OFFER
-- MISCELLANEOUS" of the Offer to Purchase is hereby amended
by deleting in its entirety the fourth paragraph and replacing
it with the following:
"During the last five years, neither Purchaser nor Parent, WPEP or
Warburg, Pincus & Co. nor, to the best of their knowledge, any of the
persons listed in Schedule A to this Offer to Purchase, has been
convicted in a criminal proceeding during the past five years
(excluding traffic violations or similar misdemeanors) or has been a
party to any judicial or administrative proceeding during the past five
years (except for matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree or final order
enjoining the person from future
Page 3 of 6 Pages
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SCHEDULE TO AMENDMENT NO. 3
violations of, or prohibiting activities subject to, federal or state
securities laws, or a finding of any violation of federal or state
securities laws."
(3) The information set forth under the caption "THE TENDER OFFER
-- CENTENNIAL'S PROJECTIONS" of the Offer to Purchase is
hereby amended by deleting in its entirety the last sentence
of the second paragraph and replacing it with the following:
"None of Parent, Purchaser, WPEP or Warburg, Pincus & Co. or any of
their respective representatives assumes any responsibility for the
validity, reasonableness, or completeness of the projected financial
information, and Centennial has made no representation to such parties
regarding such information."
(4) The information set forth under the caption "THE TENDER OFFER
-- CERTAIN CONDITIONS OF THE OFFER" is hereby amended by
deleting in its entirety the lead-in of the first paragraph
and replacing it with the following:
"Notwithstanding any other provision of the Offer, Purchaser will not
be required to accept for payment or, subject to any applicable rules
and regulations of the Commission, including Rule 14e-1(c) promulgated
under the Exchange Act (relating to Parent's obligation to pay for or
return tendered Shares promptly after termination or withdrawal of the
Offer), pay for, and (subject to any such rules or regulations) may
delay the acceptance for payment of any tendered Shares and (except as
provided in the Merger Agreement) amend or terminate the Offer as to
any Shares not then paid for if (i) there will not have been validly
tendered and not withdrawn prior to the expiration of the Offer a
number of shares of Common Stock which, when taken together with the
Shares, if any, beneficially owned by Parent, represents more than
68.5% of the number of shares of Common Stock outstanding on a fully
diluted basis, (ii) any applicable waiting period under the HSR Act
will not have expired or been terminated prior to the expiration of the
Offer or (iii) at any time after the date of the Merger Agreement and
on or prior to the Expiration Date any of the following events will
occur and be continuing or conditions exist:"
Page 4 of 6 Pages
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SCHEDULE TO AMENDMENT NO. 3
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: April 26, 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
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Name: Joel Ackerman
Title: Partner
Page 5 of 6 Pages
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SCHEDULE TO AMENDMENT NO. 3
/s/ J. Stephen Eaton
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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
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Name: J. Stephen Eaton
Title: Chief Executive Officer
Page 6 of 6 Pages
