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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(AMENDMENT NO. 1)
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.
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 DAVID K. BOSTON, ESQ. LYNN S. SCOTT, ESQ.
CORPORATION WILLKIE FARR & GALLAGHER KING & SPALDING
400 PERIMETER CENTER TERRACE 787 SEVENTH AVENUE 191 PEACHTREE STREET
SUITE 650 NEW YORK, NEW YORK 10019 ATLANTA, GEORGIA 30303
ATLANTA, GEORGIA 30346 TELEPHONE: (212) 728-8000 TELEPHONE: (404) 572-4600
TELEPHONE: (770) 698-9040
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$76,213,880 $15,243
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* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of 13,857,069 shares of common stock, par value
$.01 per share (the "Shares"), at a price per Share of $5.50 in cash. Such
number of Shares represents all of the Shares outstanding as of March 3,
2000, together with all outstanding options to acquire Shares.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $15,243.
Form or Registration No.: Schedule TO.
Filing Party: Hilltopper Holding Corp.
Date Filed: March 17, 2000.
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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Page 1 of 3 Pages
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This Amendment No. 1 (the "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., Laurence 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:
"Article VII of Centennial's Third Amended and Restated Articles of
Incorporation (the "AMENDED ARTICLES"), states that notwithstanding any
provision of law to the contrary, the affirmative vote of greater than 50% of
the outstanding Shares is required to authorize, among other things, a "Change
of Control" (as defined in the Amended Articles) or any other transaction that
Section 14-2-1110 of the Georgia Business Corporation Code defines as a
"Business Combination". Purchaser has been advised by Georgia counsel that it is
unclear under the terms of the Amended Articles whether the Merger can be
effected by means of a short-form merger under Section 14-2-1104 of the Georgia
Business Corporation Code. As a result, the Purchaser will not effect the Merger
by means of a short-form merger even if 90% of the outstanding Shares are
tendered in the Offer. Assuming the Offer is consummated, the Board intends to
call a special meeting of shareholders (a "SPECIAL MEETING") promptly upon the
expiration of the Offer to approve the Merger. The primary effect of calling the
Special Meeting is that the Merger will not take place until at least the date
of the Special Meeting, and shareholders who do not tender their Shares in the
Offer will not be entitled to receive the Per Share Amount until then. While
Purchaser and Centennial intend to cause the Special Meeting to occur as soon as
practicable, there can be no assurance as to the date on which the Special
Meeting will be held.
On March 28, 2000, the waiting period under the HSR Act in connection with
the filing by Parent and Purchaser of the Notification and Report Form with
respect to the Offer had expired."
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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 7, 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
/s/ J. STEPHEN EATON
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J. Stephen Eaton
/s/ ALAN C. DAHL
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Alan C. Dahl
/s/ KENT C. FOSHA, SR.
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Kent C. Fosha, Sr.
/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: Chief Executive Officer
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