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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(AMENDMENT NO. 2)
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)
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HILLTOPPER HOLDING CORP.
HILLTOPPER ACQUISITION CORP.
WARBURG, PINCUS EQUITY PARTNERS, L.P.
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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COPY TO:
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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
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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. / /
Page 1 of 3 Pages
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This Amendment No. 2 (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, 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 (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 are hereby amended and
supplemented by adding thereto the following:
On April 14, 2000, Parent announced that it is extending the Offer to allow
Centennial additional time to obtain certain required regulatory approvals and
certain other consents. The Offer, as extended, will expire at 5:00 p.m., New
York City time, on Monday, May 1, 2000, unless further extended. As of midnight
on April 13, 2000, approximately 6,086,723 Shares representing approximately 51%
of the outstanding Shares, had been validly tendered and not withdrawn in
connection with the Offer. These Shares, when taken together with the 4,710,252
Shares being contributed to Parent by the Contributing Shareholders, represent
approximately 90.6% of the outstanding Shares.
The full text of Parent's April 14, 2000 press release is attached as
Exhibit (a)(9) hereto and incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(9) Text of Press Release issued by Parent on April 14, 2000.
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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.
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Dated: April 14, 2000
HILLTOPPER ACQUISITION CORP.
By /s/ DAVID WENSTRUP
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Name: David Wenstrup
Title: Vice President and Secretary
HILLTOPPER HOLDING CORP.
By /s/ DAVID WENSTRUP
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Name: David Wenstrup
Title: Vice President and Secretary
WARBURG, PINCUS EQUITY PARTNERS, L.P.
By: Warburg, Pincus & Co.,
General Partner
By /s/ JOEL ACKERMAN
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Name: Joel Ackerman
Title: Managing Director
By /s/ J. STEPHEN EATON
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J. Stephen Eaton
By /s/ ALAN C. DAHL
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Alan C. Dahl
By /s/ KENT C. FOSHA, SR.
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Kent C. Fosha, Sr.
By /s/ LAWRENCE W. LEPLEY, JR.
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Lawrence W. Lepley, Jr.
CENTENNIAL HEALTHCARE CORPORATION
By /s/ J. STEPHEN EATON
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Name: J. Stephen Eaton
Title: Chairman and Chief
Executive Officer
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EXHIBIT (A)(9)
FOR IMMEDIATE RELEASE:
CONTACT: JOSEPH P. DOHERTY
MACKENZIE PARTNERS, INC.
(212) 929-5500
HILLTOPPER HOLDING CORP. EXTENDS TENDER OFFER
FOR CENTENNIAL HEALTHCARE CORPORATION
NEW YORK, New York (April 14, 2000)--Hilltopper Holding Corp. announced
today that it is extending the $5.50 per share cash tender offer made by its
wholly owned subsidiary, Hilltopper Acquisition Corp., for all the outstanding
shares of common stock of Centennial HealthCare Corporation (NASDAQ: CTEN) to
allow Centennial HealthCare Corporation additional time to obtain certain
required regulatory approvals and certain other consents. The tender offer, as
extended, will expire at 5:00 p.m., New York City time, on Monday, May 1, 2000,
unless further extended. As of midnight on April 13, 2000, approximately
6,086,723 shares of Centennial HealthCare Corporation's common stock
representing approximately 51% of the outstanding shares, had been validly
tendered and not withdrawn in connection with the tender offer. These shares,
when taken together with the 4,710,252 shares being contributed to Hilltopper
Holding Corp. by certain shareholders of Centennial HealthCare Corporation,
represent approximately 90.6% of the outstanding shares.
