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AS FILED WITH THE SECURITIES EXCHANGE COMMISSION ON FEBRUARY 8, 2000
FILE NO. 5-56231
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
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INTERDENT, INC.
(Name of Issuer)
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INTERDENT, INC.
CB CAPITAL INVESTORS, L.P.
SPROUT CAPITAL VII, L.P.
DLJ CAPITAL CORPORATION
DLJ FIRST ESC L.L.C.
SPROUT GROWTH II, L.P.
THE SPROUT CEO FUND, L.P.
SRM 1993 CHILDREN'S TRUST
MICHAEL T. FIORE
(Name of Persons Filing Statement)
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COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
45865R109
(CUSIP Number of Class of Securities)
MICHAEL T. FIORE
CO-CHAIRMAN AND CHIEF EXECUTIVE OFFICER
INTERDENT, INC.
222 NORTH SEPULVEDA BLVD., SUITE 740
EL SEGUNDO, CALIFORNIA, 90235
(310) 765-2400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)
COPIES TO:
RICHARD J. BABCOCK, ESQ.
MARTIN FLORMAN, ESQ.
MCDERMOTT, WILL & EMERY
18101 VON KARMAN, SUITE 1100
IRVINE, CALIFORNIA, 92612
(949) 851-0633
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This statement is filed in connection with (check the appropriate box):
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a. /X/ The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities
Act of 1933.
c. / / A tender offer.
d. / / None of the above.
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Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: /X/
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This amended Rule 13e-3 Transaction Statement on Schedule 13E-3 filed
pursuant to Section 13(e) of the Securities and Exchange Act of 1934, as
amended, relates to the Agreement and Plan of Merger, dated as of October 22,
1999, by and between InterDent, Inc. and ID Recap, Inc. The terms and conditions
of the merger agreement are described in the revised proxy statement filed by
InterDent with the Securities and Exchange Commission immediately prior to the
filing of this statement.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the proxy statement of
the information required to be included in response to the items of this
statement. The information in the proxy statement, including all exhibits
thereto, is hereby expressly incorporated herein by reference and the responses
to each item in this statement are qualified in their entirety by the
information contained in the proxy statement.
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CROSS-REFERENCE SHEET
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ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN THE PROXY STATEMENT
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Item 1(a) Cover Page
Item 1(b) INFORMATION CONCERNING THE SPECIAL MEETING -- Vote Required
to Approve the Merger; Certain Holders of Common Stock and
Preferred Stock Voting in Favor of the Merger
Item 1(c)-(d) MARKET PRICE INFORMATION; DIVIDENDS AND RELATED STOCKHOLDER
MATTERS and SELECTED FINANCIAL DATA
Item 1(e) *
Item 1(f) MARKET PRICE INFORMATION; DIVIDENDS AND RELATED STOCKHOLDER
MATTERS -- Affiliate Group Common Stock Purchase Information
Item 2(a)-(d) and (g) SPECIAL FACTORS -- Members of the Affiliate Group and
Appendix G
Item 2(e)-(f) **
Item 3(a)(1) *
Item 3(a)(2) and (b) SPECIAL FACTORS -- Background of the Merger; -- Conflicts of
Interests and Other Interests of the Affiliate Group --
EXCHANGE AND SUBSCRIPTION AGREEMENTS -- PAYMENT AND
CANCELLATION OF 7% CONVERTIBLE SUBORDINATED NOTES --
MANAGEMENT SERVICES AGREEMENT -- STOCKHOLDERS AGREEMENT --
VOTING AGREEMENT -- TREATMENT OF STOCK OPTIONS
Item 4(a) SPECIAL FACTORS; PROPOSALS AT THE SPECIAL MEETING and
Appendices A, C, and D
Item 4(b) SPECIAL FACTORS -- Conflicts of Interest and Other Interests
of the Affiliate Group -- EXCHANGE AND SUBSCRIPTION
AGREEMENTS -- PAYMENT AND CANCELLATION OF 7% CONVERTIBLE
NOTES -- STOCKHOLDERS AGREEMENT -- VOTING AGREEMENT --
TREATMENT OF STOCK OPTIONS
Item 5(a)-(g) SPECIAL FACTORS -- Plans for InterDent after the Merger
Item 6(a)-(c) SPECIAL FACTORS -- Financing and Expenses of the Merger
Item 6(d) *
Item 7(a)-(c) SPECIAL FACTORS -- Background of the Merger; -- Purposes and
Reasons of the Merger; Certain Effects of the Merger
Item 7(d) SPECIAL FACTORS -- Purposes and Reasons of the Merger;
Certain Effects of the Merger; -- Conflicts of Interest and
Other Interests of the Affiliate Group -- EXCHANGE AND
SUBSCRIPTION AGREEMENTS -- PAYMENT AND CANCELLATION OF 7%
CONVERTIBLE SUBORDINATED NOTES -- EMPLOYMENT AGREEMENTS --
MANAGEMENT SERVICES AGREEMENT -- STOCKHOLDERS AGREEMENT --
VOTING AGREEMENT; -- Rights of Dissenting Stockholders;
PROPOSALS AT THE SPECIAL MEETING -- Certain Tax
Considerations; -- Accounting Treatment; -- Certain
Litigation; MARKET PRICE INFORMATION; DIVIDENDS; AND RELATED
STOCKHOLDER MATTERS -- Effect of Merger on Principal
Stockholders of InterDent; -- Effect of Merger on Interests
in Net Book Value and Net Earnings of InterDent
Item 8(a)-(b) SPECIAL FACTORS -- Background of the Merger; --
Recommendations of the Special Committee and the Board of
Directors; Fairness of the Merger; -- Opinion of Deutsche
Banc Alex. Brown; -- Position of the Affiliate Group as to
Fairness
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ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN THE PROXY STATEMENT
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Item 8(c) INFORMATION CONCERNING THE SPECIAL MEETING -- Vote Required
to Approve the Merger; Certain Holders of Common Stock and
Preferred Stock Voting in Favor of the Merger; SPECIAL
FACTORS -- Purposes and Reasons of the Merger; Certain
Effects of the Merger
Item 8(d) SPECIAL FACTORS -- The Special Committee
Item 8(e) SPECIAL FACTORS -- The Special Committee; -- Recommendations
of the Special Committee and the Board of Directors
Item 8(f) *
Item 9(a)-(c) SPECIAL FACTORS -- Background of the Merger; -- The Special
Committee; -- Opinion of Deutsche Banc Alex. Brown and
Appendix B
Item 10(a) SPECIAL FACTORS -- Position of the Affiliate Group as to
Fairness; -- Conflicts of Interest and Other Interests of
the Affiliate Group -- EXCHANGE AND SUBSCRIPTION AGREEMENTS
-- PAYMENT AND CANCELLATION OF 7% CONVERTIBLE SUBORDINATED
NOTES -- EMPLOYMENT AGREEMENTS -- STOCKHOLDERS AGREEMENT --
VOTING AGREEMENT and Appendices A, C, and D
Item 10(b) *
Item 11 SPECIAL FACTORS -- Position of Affiliate Group as to
Fairness; -- Conflicts of Interest and Other Interests of
the Affiliate Group -- EXCHANGE AND SUBSCRIPTION AGREEMENTS
-- PAYMENT AND CANCELLATION OF CONVERTIBLE SUBORDINATED
NOTES -- EMPLOYMENT AGREEMENTS -- STOCKHOLDERS AGREEMENT --
VOTING AGREEMENT and Appendices A, C, and D
Item 12(a)-(b) SPECIAL FACTORS -- Position of Affiliate Group as to
Fairness; -- Conflicts of Interest and Other Interests of
the Affiliate Group -- EXCHANGE AND SUBSCRIPTION AGREEMENTS
-- VOTING AGREEMENT and Appendices A, C, and D
Item 13(a) SPECIAL FACTORS -- Rights of Dissenting Stockholders and
Appendix E
Item 13(b-(c)) *
Item 14(a) SELECTED FINANCIAL DATA and Pages F-1 through F-56
Item 15(a)-(b) INFORMATION CONCERNING THE SPECIAL MEETING -- Solicitation
and Revocation of Proxies
Item 16 PROPOSALS AT THE SPECIAL MEETING -- Certain Litigation;
BUSINESS OF THE COMPANY -- Legal Proceedings; Proxy
Statement and related Notice of Special Meeting and Proxy
Item 17(a) *
Item 17(b) **
Item 17(c) **
Item 17(d) Proxy Statement and related Notice of Special Meeting and
Proxy
Item 17(e) Appendix E
Item 17(f) *
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* The Item is inapplicable or the answer thereto is in the negative.
** The information requested by this item is included in this Schedule 13E-3 or
as an Exhibit hereto.
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ITEM 1. ISSUER AND CLASS OF SECURITIES SUBJECT TO THE TRANSACTION
(a) The information set forth on the cover page of the Proxy Statement is
incorporated herein by reference.
(b) The information set forth under "INFORMATION CONCERNING THE SPECIAL
MEETING -- Vote Required to Approve the Merger; Certain Holders of Common Stock
and Preferred Stock Voting in Favor of the Merger" is incorporated herein by
reference.
(c)-(d) The information set forth under "MARKET PRICE INFORMATION;
DIVIDENDS AND RELATED STOCKHOLDER MATTERS" and "SELECTED FINANCIAL DATA" is
incorporated herein by reference.
(e) Not applicable.
(f) The information set forth under "MARKET PRICE INFORMATION; DIVIDENDS;
AND RELATED STOCKHOLDER MATTERS -- Affiliate Group Common Stock Purchase
Information" is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(d) and (g) This Schedule 13E-3 is being filed by the issuer, C.B.
Capital Investors, L.P., Sprout Capital VII, L.P., DLJ Capital Corp., DLJ First
ESC L.L.C., Sprout Growth II, L.P., The Sprout CEO Fund, L.P., SRM 1993
Children's Trust, Michael T. Fiore and certain related person. The information
set forth under "SPECIAL FACTORS -- Members of the Affiliate Group" and
Appendix G is incorporated herein by reference.
(e) and (f) During the last five years, none of individuals described in
Items 2 (a)-(d) above has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); nor has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a)(1) Not applicable.
(a)(2) and (b) The information set forth under "SPECIAL FACTORS --
Background of the Merger; -- Conflicts of Interests and Other Interests of the
Affiliate Group -- EXCHANGE AND SUBSCRIPTION AGREEMENTS -- PAYMENT AND
CANCELLATION OF 7% CONVERTIBLE SUBORDINATED NOTES -- MANAGEMENT SERVICES
AGREEMENT -- VOTING AGREEMENT -- STOCKHOLDERS AGREEMENT -- TREATMENT OF STOCK
OPTIONS" is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTIONS
(a) The information set forth under "SPECIAL FACTORS," "PROPOSALS AT THE
SPECIAL MEETING" and Appendices A, C and D is incorporated herein by reference.
(b) The information set forth under "SPECIAL FACTORS -- Conflicts of
Interest and Other Interests of the Affiliate Group -- EXCHANGE AND SUBSCRIPTION
AGREEMENTS -- PAYMENT AND CANCELLATION OF 7% CONVERTIBLE SUBORDINATED NOTES --
VOTING AGREEMENT -- STOCKHOLDERS AGREEMENT -- TREATMENT OF STOCK OPTIONS" is
incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
(a)-(g) The information set forth under "SPECIAL FACTORS -- Plans for
InterDent after the Merger" is incorporated herein by reference.
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ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a)-(c) The information set forth under "SPECIAL FACTORS -- Financing and
Expenses of the Merger" is incorporated herein by reference.
(d) Not applicable.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
(a)-(c) The information set forth under "SPECIAL FACTORS -- Background of
the Merger; -- Purposes and Reasons of the Merger; Certain Effects of the
Merger" is incorporated herein by reference.
(d) The information set forth under "SPECIAL FACTORS -- Purposes and
Reasons of the Merger; Certain Effects of the Merger; -- Conflicts of Interest
and Other Interests of the Affiliate Group -- EXCHANGE AND SUBSCRIPTION
AGREEMENTS -- PAYMENT AND CANCELLATION OF 7% CONVERTIBLE SUBORDINATED NOTES --
EMPLOYMENT AGREEMENTS -- MANAGEMENT SERVICES AGREEMENT -- STOCKHOLDERS
AGREEMENT -- VOTING AGREEMENT; --Rights of Dissenting Stockholders;" "PROPOSALS
AT THE SPECIAL MEETING -- Certain Tax Considerations -- Accounting Treatment --
Certain Litigation;" and "MARKET PRICE INFORMATION; DIVIDENDS; AND RELATED
STOCKHOLDER MATTERS -- Effect of Merger on Principal Stockholders of InterDent;
- -- Effect of Merger on Interests in Net Book Value and Net Earnings of
InterDent" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTIONS
(a)-(b) The information set forth under "SPECIAL FACTORS -- Background of
the Merger; -- Recommendations of the Special Committee and the Board of
Directors; Fairness of the Merger; -- Opinion of Deutsche Banc Alex. Brown; --
Position of the Affiliate Group as to Fairness" is incorporated herein by
reference.
(c) The information set forth under "INFORMATION CONCERNING THE SPECIAL
MEETING -- Vote Required to Approve the Merger; Certain Holders of Common Stock
and Preferred Stock Voting in Favor of the Merger " and "SPECIAL FACTORS --
Purposes and Reasons of the Merger; Certain Effects of the Merger" is
incorporated herein by reference.
(d) The information set forth under "SPECIAL FACTORS -- The Special
Committee" is incorporated herein by reference.
(e) The information set forth under "SPECIAL FACTORS -- The Special
Committee; -- Recommendations of the Special Committee and the Board of
Directors; Fairness of the Merger" is incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a)-(c) The information set forth under "SPECIAL FACTORS -- Background of
the Merger; -- The Special Committee; -- Opinion of the Deutsche Banc Alex.
Brown" and Appendix B is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
(a) The information set forth under "SPECIAL FACTORS -- Members of the
Affiliate Group" and "MARKET PRICE INFORMATION; DIVIDENDS; AND RELATED
STOCKHOLDER MATTERS -- Effect of Merger on Principal Stockholders of InterDent"
is incorporated herein by reference.
(b) Not applicable.
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ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES
The information set forth under "SPECIAL FACTORS -- Conflicts of Interest
and Other Interests of the Affiliate Group -- EXCHANGE AND SUBSCRIPTIONS
AGREEMENTS -- PAYMENT AND CANCELLATION OF 7% CONVERTIBLE SUBORDINATED NOTES --
EMPLOYMENT AGREEMENTS -- STOCKHOLDERS AGREEMENT -- VOTING AGREEMENT" and
Appendices A, C and D is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION
(a)-(b) The information set forth under "SPECIAL FACTORS -- Position of the
Affiliate Group as to Fairness; -- Conflicts of Interest and Other Interests of
the Affiliate Group -- EXCHANGE AND SUBSCRIPTION AGREEMENTS -- VOTING AGREEMENT"
and Appendices A, C and D is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION
(a) The information set forth under "SPECIAL FACTORS -- Rights of
Dissenting Stockholders" and Appendix E is incorporated herein by reference.
(b)-(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION
(a)-(b) The information set forth under "SELECTED FINANCIAL DATA" and on
pages F-1 through F-56 of the Proxy Statement is incorporated herein by
reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a)-(b) The information set forth under "INFORMATION CONCERNING THE SPECIAL
MEETING -- Solicitation and Revocation of Proxies" is incorporated herein by
reference.
ITEM 16. ADDITIONAL INFORMATION
The information set forth under "PROPOSALS AT THE SPECIAL MEETING -- Certain
Litigation" -- "BUSINESS OF THE COMPANY -- Legal Proceedings" is incorporated
herein by reference. In addition, reference is hereby made to the Proxy
Statement and to each exhibit attached thereto, each of which is incorporated
herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
(a) Not applicable.
(b)(1) Opinion of Deutsche Banc Alex. Brown (incorporated by reference to
Appendix B to the Proxy Statement).
(b)(2) Presentation of Deutsche Banc Alex. Brown to the Special Committee.
(c)(1) Agreement and Plan of Merger, dated as of October 22, 1999, between
InterDent and ID Recap, Inc. (incorporated by reference to Appendix A to the
Proxy Statement).
(c)(2) Exchange and Subscription Agreement, dated as of November 18, 1999,
by and among ID Recap, Inc., C.B. Capital Investors, L.P. Sprout Capital VII,
L.P., DLJ Capital Corp., DLJ First ESC L.L.C., Sprout Growth II, L.P. and The
Sprout CEO Fund, L.P.
(c)(3) Exchange and Subscription Agreement, dated as of October 22, 1999,
by and between ID Recap, Inc. and SRM 1993 Children's Trust.
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(c)(4) Exchange and Subscription Agreement, dated as of October 22, 1999,
by and between ID Recap, Inc. and Michael T. Fiore.
(c)(5) Voting Agreement, dated as of November 18, 1999, by and among ID
Recap, Inc., CB Capital, Investors, L.P. Sprout Capital VII, L.P., DLJ Capital
Corp., DLJ First ESC L.L.C., Sprout Growth II, L.P. and The Sprout CEO Fund,
L.P.
(c)(6) Voting Agreement, dated as of October 22, 1999, by and between ID
Recap, Inc. and SRM 1993 Children's Trust.
(c)(7) Voting Agreement, dated as of October 22, 1999, by and between ID
Recap, Inc. and Michael T. Fiore.
(c)(8) Voting Agreement, dated as of October 22, 1999, by and between ID
Recap, Inc. and Steven R. Matzkin.
(c)(9) Form of Employment Agreement by and between InterDent, Inc. and
Michael T. Fiore.
(c)(10) Form of Employment Agreement by and between InterDent, Inc. and
Steven R. Matzkin, D.D.S.
(d) Proxy Statement and related Notice of Special Meeting and Proxy
(incorporated by reference to the Proxy Statement filed by InterDent, Inc. on
the date hereof).
(e) Dissenters' Rights Provisions (incorporated by reference to Appendix E
to the Proxy Statement).
(f) Not applicable.
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SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and belief,
the undersigned certifies that the information set forth in this amended
statement is true, complete and correct.
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Dated: February 7, 2000 INTERDENT, INC.
By: /s/ MICHAEL T. FIORE
Name: Michael T. Fiore
Title: Co-Chairman and Chief Executive Officer
CB CAPITAL INVESTORS, L.P.
By: CB Capital Investors, Inc.
Its: General Partner
By: /s/ JOHN O'CONNOR
Name: John O'Connor
Title: Vice President
SPROUT CAPITAL VII, L.P.
By: DLJ Capital Corp.
Its: Managing General Partner
By: /s/ ARTHUR S. ZUCKERMAN
Name: Arthur S. Zuckerman
Title: Vice President
DLJ CAPITAL CORPORATION
By: /s/ ARTHUR S. ZUCKERMAN
Name: Arthur S. Zuckerman
Title: Vice President
DLJ FIRST ESC L.L.C
By: DLJ LBO Plans Management Corporation
Its: Manager
By: /s/ ARTHUR S. ZUCKERMAN
Name: Arthur S. Zuckerman
Title: Vice President
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SPROUT GROWTH II, L.P.
By: DLJ Capital Corp.
Its: Managing General Partner
By: /s/ ARTHUR S. ZUCKERMAN
Name: Arthur S. Zuckerman
Title: Vice President
THE SPROUT CEO FUND, L.P.
By: DLJ Capital Corp.
Its: General Partner
By: /s/ ARTHUR S. ZUCKERMAN
Name: Arthur S. Zuckerman
Title: Vice President
SRM 1993 CHILDREN'S TRUST
By: /s/ THEODORE L. KOENIG
Name: Theodore L. Koenig
Its: Trustee
/s/ MICHAEL T. FIORE
MICHAEL T. FIORE
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