SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 1 - FINAL AMENDMENT)
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CONCENTRA MANAGED CARE, INC.
(Name of Issuer)
CONCENTRA MANAGED CARE, INC.
(Name of Person(s) Filing Statement)
6% CONVERTIBLE SUBORDINATED NOTES DUE 2001
4.5% CONVERTIBLE SUBORDINATED NOTES DUE 2003
(Title of class of Securities)
20589TAA1
674623AA1
20589TAB9
20589TAC7
(CUSIP Number of Class of Securities)
DANIEL J. THOMAS
CONCENTRA MANAGED CARE, INC.
312 UNION WHARF
BOSTON, MASSACHUSETTS 02109
(617) 367-2163
WITH COPIES TO:
OTHON A. PROUNIS, ESQ. RICHARD A. PARR II
REBOUL, MACMURRAY, HEWITT, CONCENTRA MANAGED CARE, INC.
MAYNARD & KRISTOL 5080 SPECTRUM DRIVE
45 ROCKEFELLER PLAZA SUITE 400, WEST TOWER
NEW YORK, NEW YORK 10111 ADDISON, TEXAS 75001
(212) 841-5700 (800) 232-3550
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
August 18, 1999
(Date of Amendment No. 1)
CALCULATION OF FILING FEE
Transaction Valuation* Amount Of Filing Fee
$328,281,875 $65,657
* For purposes of calculating amount of filing fee only. The purchase price
of the 6% Convertible Subordinated Notes Due 2001 (the "6% Notes"), as
described herein, is $1,002.50 per $1,000 principal amount of the 6% Notes.
As of July 19, 1999, there were $97,750,000 aggregate principal amount of
the 6% Notes outstanding, resulting in an aggregate purchase price,
assuming all 6% Notes are tendered, of $97,994,375. The purchase price of
the 4.5% Convertible Subordinated Notes Due 2003 (the "4.5% Notes"), as
described herein, is $1,001.25 per $1,000 principal amount of the 4.5%
Notes. As of July 19, 1999, there were $230,000,000 aggregate principal
amount of the 4.5% Notes outstanding, resulting in an aggregate purchase
price, assuming all 4.5% Notes are tendered, of $230,287,500. The amount of
the filing fee calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, equals 1/50th of one percent of
$328,281,875 which is the total purchase price for the 6% Notes and the
4.5% notes.
|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: $65,657 Filing party: Concentra Managed
Care, Inc.
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Form or registration no.: Schedule 13E-4 Date filed: July 20, 1999
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This Final Amendment amends and supplements the Issuer Tender Offer Statement on
Schedule 13E-4 filed with the Securities and Exchange Commission on July 20,
1999 (the "Schedule 13E-4"), by Concentra Managed Care, Inc. (the "Company")
relating to the offer by the Company to purchase (i) all of its outstanding 6%
Convertible Subordinated Notes due 2001 (the "6% Notes") for a cash purchase
price of $1,002.50 per $1,000 principal amount of 6% Notes, plus accrued and
unpaid interest to, but not including, the date of payment and (ii) all of its
outstanding 4.5% Convertible Subordinated Notes due 2003 (the "4.5% Notes" and,
together with the 6% Notes, the "Notes") for a cash purchase price of $1,001.25
per $1,000 principal amount of 4.5% Notes, plus accrued and unpaid interest up
to, but not including, the date of payment, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 20, 1999 and in the
related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)
and (a)(2), respectively, to the Schedule 13E-4 (such offers with respect to
both issues of Notes are collectively referred to as the "Offers").
ITEM 8. ADDITIONAL INFORMATION.
Item 8 of the Schedule 13E-4 is hereby amended and supplemented by adding the
following text thereto:
The Offers expired at 5:00 p.m., New York City time, on Tuesday, August 17,
1999. On such date, the Company accepted for payment $97,560,000 principal
amount of the 6% Notes, representing approximately 99.8% of the outstanding 6%
Notes, and $200,400,000 principal amount of the 4.5% Notes, representing
approximately 87.1% of the outstanding 4.5% Notes.
On August 17, 1999, Concentra Managed Care, Inc. issued a press release, a copy
of which is attached hereto as Exhibit (a)(10) and is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
*(a)(1) Offer to Purchase
*(a)(2) Letter of Transmittal
*(a)(3) Notice of Guaranteed Delivery
*(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees
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*(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees
*(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9
*(a)(7) Form of Summary Advertisement dated July 20, 1999
*(a)(8) Text of Press Release dated July 20, 1999
*(a)(9) Proxy Statement of Concentra Managed Care, Inc. on Schedule
14A filed on July 16, 1999 (incorporated by reference under
File No. 1-12139)
(a)(10) Text of Press Release dated August 17, 1999 by Concentra
Managed Care, Inc.
*(b)(1) Commitment Letter dated February 28, 1999 from Chase
Securities Inc., The Chase Manhattan Bank, DLJ Capital
Funding, Inc., Credit Suisse First Boston and Fleet National
Bank (incorporated by reference to Exhibit (a)(1) to the
Schedule 13E-3 filed by Concentra Managed Care, Inc. on June
7, 1999)
*(b)(2) Letter dated February 24, 1999 from Chase Capital Partners
(incorporated by reference to Exhibit (a)(2) to the Schedule
13E-3 filed by Concentra Managed Care, Inc. on June 7, 1999)
*(b)(3) Letter dated March 1, 1999 from WCAS Capital Partners III,
L.P. (incorporated by reference to Exhibit (a)(3) to the
Schedule 13E-3 filed by Concentra Managed Care, Inc. on June
7, 1999)
*(c) Amended and Restated Agreement and Plan of Merger, dated as
of March 24, 1999, between Yankee Acquisition Corp. and
Concentra Managed Care, Inc. (incorporated by reference to
Exhibit 2.1 to the Form 8-K filed by Concentra Managed Care,
Inc. on March 29, 1999)
(d) None
(e) None
(f) None
_________________
* Previously filed.
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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: August 18, 1999
CONCENTRA MANAGED CARE, INC.
By /s/ Richard Parr
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Name: Richard Parr
Title: Executive Vice President
and General Counsel
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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*(a)(1) Offer to Purchase
*(a)(2) Letter of Transmittal
*(a)(3) Notice of Guaranteed Delivery
*(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees
*(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees
*(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9
*(a)(7) Form of Summary Advertisement dated July 20, 1999
*(a)(8) Text of Press Release dated July 20, 1999
*(a)(9) Proxy Statement of Concentra Managed Care, Inc. on Schedule
14A filed on July 16, 1999 (incorporated by reference under
File No. 1-12139)
(a)(10) Text of Press Release dated August 17, 1999 by Concentra
Managed Care, Inc.
*(b)(1) Commitment Letter dated February 28, 1999 from Chase
Securities Inc., The Chase Manhattan Bank, DLJ Capital
Funding, Inc., Credit Suisse First Boston and Fleet National
Bank (incorporated by reference to Exhibit (a)(1) to the
Schedule 13E-3 filed by Concentra Managed Care, Inc. on June
7, 1999)
*(b)(2) Letter dated February 24, 1999 from Chase Capital Partners
(incorporated by reference to Exhibit (a)(2) to the Schedule
13E-3 filed by Concentra Managed Care, Inc. on June 7, 1999)
*(b)(3) Letter dated March 1, 1999 from WCAS Capital Partners III,
L.P. (incorporated by reference to Exhibit (a)(3) to the
Schedule 13E-3 filed by Concentra Managed Care, Inc. on June
7, 1999)
*(c) Amended and Restated Agreement and Plan of Merger, dated as
of March 24, 1999, between Yankee Acquisition Corp. and
Concentra Managed Care, Inc. (incorporated by reference to
Exhibit 2.1 to the Form 8-K filed by Concentra Managed Care,
Inc. on March 29, 1999)
(d) None
(e) None
(f) None
_________________
* Previously filed.
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EXHIBIT (a) 10
Contact: Thomas E. Kiraly
Executive Vice President and
Chief Financial Officer
(617) 367-2163, Ext. 5101
COMPANY COMPLETES TENDER OFFER FOR SUBORDINATED NOTES
BOSTON, Mass. (August 17, 1999) - Concentra Managed Care, Inc.
(Nasdaq/NM: CCMC) today announced that it has completed previously announced
tender offers to purchase all of its outstanding 6% Convertible Subordinated
Notes due 2001 and its 4.5% Convertible Subordinated Notes due 2003. The tender
offers expired at 5:00 p.m., New York City time, today. As of the expiration
time of the tender offers, approximately $96,560,000 principal amount of the 6%
Convertible Subordinated Notes and approximately $200,400,000 principal amount
of the 4.5% Convertible Subordinated Notes, representing approximately 87.1% of
such outstanding notes, had been tendered and accepted for payment.
Concentra is the leading provider and comprehensive outsource solution
for cost containment and fully integrated care management in the occupational,
auto, and group healthcare markets. Concentra offers prospective and
retrospective services to employers and insurers of all sizes, providing
pre-employment testing, loss prevention services, first report of loss, injury
care, specialist networks and specialized cost containment to the disability and
automobile injury markets. Currently, the Company operates the nation's largest
network of occupational healthcare centers, managing the practices of
approximately 343 physicians located in 201 centers in 61 markets in 32 states.
The Company has approximately 1,100 field case managers who provide medical
management and return to work services in 49 states, the District of Columbia,
and Canada. The Company also has 84 service locations that provide specialized
cost containment services including utilization management, telephonic case
management, first notice of loss reporting, and retrospective bill review.
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