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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 3)
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
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NOVACARE EMPLOYEE SERVICES, INC.
(Name of Subject Company)
NEW PLATO ACQUISITION, INC.
PLATO HOLDINGS, INC.
(Bidders)
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Common Stock, par value $0.01 per share
(Title of Class of Securities)
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66986 Q10
(CUSIP Number of Class of Securities)
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Gregory M. Case
Plato Holdings, Inc.
455 South Gulph Road, Suite 410
King of Prussia, PA 19406
Telephone: (610) 265-0286
Facsimile: (610) 265-4959
(Name, Address and Telephone Number of Person authorized to
Receive Notices and Communications on Behalf of Bidders)
Copy to:
Louis A. Goodman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Beacon Street
Boston, MA 02108
Telephone: (617) 573-4800
Facsimile: (617) 573-4822
October 19, 1999
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CALCULATION OF FILING FEE
Transaction Valuation* $75,685,000
Amount of Filing Fee $15,137
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* Estimated for purposes of calculating the amount of the filing fee
only. This amount assumes the purchase of 30,274,000 shares of common
stock, $0.01 par value (the "Shares"), of NovaCare Employee Services,
Inc. at a price of $2.50 per Share in cash. Such number of Shares
represents the 30,274,000 Shares outstanding as of September 8, 1999.
The amount of the filing fee calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the value of the transaction.
[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: $15,137
Form or Registration No.: Schedule 14D-1
Filing Party: New Plato Acquisition, Inc
Plato Holdings, Inc.
Date Filed: September 15, 1999
ITEM 10. Additional Information.
New Plato Acquisition, Inc. has accepted for purchase and payment,
pursuant to its tender offer for all of the outstanding shares of the
common stock of NovaCare Employee Services, Inc. ("NovaCare") at $2.50 per
share net to the seller in cash, all shares of NovaCare common stock which
were validly tendered and not withdrawn as of the expiration of its tender
offer at 12:00 midnight, New York City time, on October 18, 1999.
Approximately 29,215,568 shares, or 96.5% of the outstanding shares of
NovaCare Employee Services, Inc. were tendered.
ITEM 11. Materials to Be Filed as Exhibits.
Item 11 is hereby amended to add the following:
Exhibit (a)10. Press Release dated October 19, 1999.
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.
Date: October 19, 1999
NEW PLATO ACQUISITION, INC.
By: /s /Eric. B. Lass
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Title: Vice President
PLATO HOLDINGS, INC.
By: /s/ Eric B. Lass
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Title: Vice President
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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(a)10 Press Release of Parent dated October 19, 1999.
Exhibit (a)10
For Immediate Release
NEW PLATO ACQUISITION COMPLETES TENDER OFFER FOR
NOVACARE EMPLOYEE SERVICES
(King of Prussia, PA, October 19, 1999) - New Plato Acquisition, Inc.
announced today that it has accepted for purchase and payment, pursuant to
its tender offer for all of the outstanding shares of the common stock of
NovaCare Employee Services, Inc. ("NovaCare") at $2.50 per share net to the
seller in cash, all shares of NovaCare common stock which were validly
tendered and not withdrawn as of the expiration of its tender offer at
12:00 midnight, New York City time, on October 18, 1999. Approximately
29,215,568 shares, or 96.5% of the total issued and outstanding NovaCare
shares, were validly tendered pursuant to the tender offer and not
withdrawn.
The tender offer will be followed by a merger of New Plato
Acquisition with and into NovaCare. Pursuant to such merger, those NovaCare
stockholders who did not tender their shares in the tender offer and who do
not seek appraisal of their shares pursuant to applicable provisions of
Delaware law will have their shares converted into the right to receive
$2.50 per share net to each stockholder in cash upon due presentation of
certificates representing their shares to The Bank of New York, the
Depositary for the tender offer.
CONTACT:
Alan Miller or Jennifer Shotwell
Innisfree M&A Incorporated
212-750-5833
