<PAGE>
SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
CENTENNIAL HEALTHCARE CORPORATION
(Name of Subject Company (Issuer))
Hilltopper Holding Corp.
and
Hilltopper Acquisition Corp.
(Name of Filing Persons (Offerors))
Common Stock, $.01 Per Share Par Value
(Title of Class of Securities)
150937100
(Cusip Number of Class of Securities)
David Wenstrup
Vice President
Hilltopper Holding Corp.
c/o E.M. Warburg, Pincus & Co., LLC
466 Lexington Avenue
New York, NY 10017
Telephone: (212) 878-9319
Copies to:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
Telephone: (212) 728-8000
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
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[X] 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.
[ ] 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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FOR IMMEDIATE RELEASE
Contact: Alan C. Dahl
Chief Financial Officer
(770) 698-9040
CENTENNIAL HEALTHCARE CORPORATION ANNOUNCES DEFINITIVE MERGER
AGREEMENT WITH AFFILIATE OF E.M. WARBURG, PINCUS & CO., LLC
ATLANTA, Georgia (February 25, 2000) - Centennial HealthCare Corporation
(Nasdaq/NM:CTEN) today announced that Centennial and an affiliate of E.M.
Warburg, Pincus & Co., LLC ("Warburg Pincus"), have entered into a definitive
merger agreement providing for the purchase of Centennial for cash consideration
of $5.50 a share. A special committee composed of independent directors
recommended the transaction to Centennial's Board of Directors.
The Warburg Pincus affiliate will commence a cash tender offer to purchase all
of the outstanding shares of Centennial's common stock. The tender offer will be
contingent on the affiliate receiving a minimum of 68.5% of the outstanding
shares. Centennial's executive management and private equity shareholders
representing approximately 43% of the Company's outstanding shares will become
shareholders of the affiliate, and have agreed to vote their shares in favor of
the transaction. J. Stephen Eaton will remain Chairman and Chief Executive
Officer. The tender offer will not be subject to a financing contingency but
will require approval of certain of the Company's lenders, lessors and
governmental authorities and certain amendments to the Company's existing credit
facility.
The merger agreement prohibits Centennial and its representatives from
soliciting, encouraging, or participating in any discussions regarding, or
otherwise facilitating any other proposal to acquire Centennial or a material
amount of its stocks or assets. However, Centennial may engage in discussions
with other entities that deliver an unsolicited written proposal that is
reasonably likely to result in an offer that is superior to the proposed
transaction with Warburg Pincus and may enter into an agreement based on the
proposal.
Centennial's Chairman and Chief Executive Officer, Mr. J. Stephen Eaton, stated:
"We believe the offer made by Warburg Pincus represents an excellent opportunity
for shareholder liquidity at a 87% premium to yesterday's closing price in the
continuing depressed market for long-term care company stocks. Since the
inception of our Company, we have built a strong platform of experienced
management, dedicated employees and quality healthcare facilities. We believe
this transaction is in the best interests of all the Company's constituents -
our shareholders, our employees, and our facility residents and their families -
as we continue to navigate through an uncertain long-term care environment."
Warburg Pincus is a major global private equity investment firm that has
invested more than $9 billion in over 300 companies across a broad range of
industries since 1971.
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Centennial HealthCare Corporation, headquartered in Atlanta, Georgia, provides a
broad range of long-term care services to meet the medical needs of elderly and
post-acute patients. The Company currently operates 100 owned, leased and
managed skilled nursing facilities located in 21 states and the District of
Columbia. In addition, through its subsidiaries, the Company provides
comprehensive rehabilitation services and home healthcare services.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF THE COMPANY. AT THE TIME THE OFFER IS COMMENCED, WARBURG
PINCUS WILL FILE A TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION AND CENTENNIAL WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH
RESPECT TO THE OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH
SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER
DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT, WILL BE MADE
AVAILABLE TO ALL SHAREHOLDERS OF CENTENNIAL, AT NO EXPENSE TO THEM. THE TENDER
OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF
TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE AT NO CHARGE AT THE
COMMISSION'S WEBSITE AT WWW.SEC.GOV.
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