SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
________________
NOVACARE EMPLOYEE SERVICES, INC.
(NAME OF SUBJECT COMPANY)
NEW PLATO ACQUISITION, INC.
PLATO HOLDINGS, INC.
(Bidders)
________________
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
________________
66986 Q10
(CUSIP NUMBER OF CLASS OF SECURITIES)
________________
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 18, 1999
CALCULATION OF FILING FEE
TRANSACTION VALUATION* $75,685,000
AMOUNT OF FILING FEE $15,137
__________
* 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.
On October 15, 1999 the Expiration Date of the tender offer was
extended until 12:00 midnight, New York City time, on Monday, October 18,
1999.
As of 5:30 p.m., October 15, 1999, 29, 054, 819 shares representing
96% 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)9. Press Release dated October 18, 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 18, 1999
NEW PLATO ACQUISITION, INC.
By: /s/ ERIC B. LASS
_________________________________
Title: Vice President
PLATO HOLDINGS, INC.
By: /s/ ERIC B. LASS
_________________________________
Title: Vice President
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------- -------
(a)9 Press Release of Parent dated October 18, 1999.
Exhibit (a)9
OFFER TO PURCHASE ALL
OUTSTANDING SHARES OF NOVACARE
EMPLOYEE SERVICES, INC. EXTENDED UNTIL
12 MIDNIGHT, NEW YORK CITY TIME, ON OCTOBER 18, 1999.
(King of Prussia, PA, October 18, 1999) New Plato Acquisition, Inc.
announced today that the expiration date of its offer to purchase all of
the outstanding shares of NovaCare Employee Services, Inc. for a price of
$2.50 per share is being extended until 12:00 Midnight, New York City time,
on Monday, October 18, 1999.
As of 5:00 P.M., October 15, 1999, 29,120,146 shares representing
96.2% of the outstanding shares of NovaCare Employee Services, Inc. were
tendered.
The expiration date is being extended to provide additional time for
all conditions of the offer to be satisfied.
For information contact:
Alan Miller or Jennifer Shotwell
Innisfree M&A Incorporated
212-750-5833
