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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Schedule 14D-1
(Amendment No. 1)
Tender Offer Statement Pursuant to Section 14(d)(1)
Of the Securities Exchange Act of 1934
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AMERICAN MEDSERVE CORPORATION
(Name of Subject Company)
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OMNICARE ACQUISITION CORP.
a wholly owned subsidiary of
OMNICARE, INC.
(Bidders)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
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027448109
(CUSIP Number of Class of Securities)
Joel F. Gemunder
President
Omnicare, Inc.
50 East RiverCenter Boulevard
Covington, Kentucky 41011
(606) 291-6800
(Names, Addresses and Telephone Numbers of Persons Authorized
to Receive Notices and Communications on Behalf of Bidders)
With copies to:
Morton A. Pierce
Dewey Ballantine
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000
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Omnicare Acquisition Corp., a Delaware corporation (the "Purchaser")
and a wholly subsidiary of Omnicare, Inc., a Delaware corporation ("Parent"),
and Parent hereby amend and supplement their Tender Offer Statement on Schedule
14D-1 (the "Schedule 14D-1") relating to the Purchaser's offer to purchase all
of the outstanding shares of common stock, par value $0.01 per share (the
"Shares"), of American Medserve Corporation, a Delaware corporation (the
"Company"). Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Schedule 14D-1 or the Offer to Purchase filed as
an exhibit thereto.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Section 8 ("Certain Information
Concerning the Company") of the Offer to Purchase is hereby amended and
supplemented by adding the following text to the end of the sixth paragraph of
such Section 8:
"which information is a correct copy of that information furnished by
the Company."
The information set forth in Section 14 ("Certain Conditions to the
Offer") of the Offer to Purchase is hereby amended and supplemented by adding
at the end of the first sentence of the final paragraph of Section 14 the
phrase "which discretion shall be reasonably employed."
The waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, applicable to the Offer expired on Tuesday, September
2, 1997. On September 3, 1997, Parent issued a press release which announced the
expiration of the waiting period. The press release is filed as Exhibit (a)(9)
and is incorporated by reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Form of press release issued by Parent on September 3, 1997.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: September 3, 1997
OMNICARE ACQUISITION CORP.
By: /s/ Joel F. Gemunder
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Joel F. Gemunder
President
OMNICARE, INC.
By: /s/ Joel F. Gemunder
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Joel F. Gemunder
President
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Exhibit Index
Exhibit Description
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(a)(9) Form of press release issued by
Parent on September 3, 1997.
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EXHIBIT (a)(9)
For Immediate Release
CONTACTS:
Cheryl D. Hodges
(513) 762-6967
or
Gary L. Rhodes
(513) 762-6660
OMNICARE ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD
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FOR AMERICAN MEDSERVE TENDER OFFER
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CINCINNATI, OHIO, SEPTEMBER 3, 1997 ... Omnicare, Inc.
(NYSE:OCR) today announced that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 has expired with respect to its pending cash
tender offer for all of the outstanding shares of American Medserve Corporation
(NASDAQ:AMCI) at a price of $18.00 per share. The tender offer is scheduled to
expire at midnight, New York City time, on Thursday, September 11, 1997.
American Medserve Corporation, based in Naperville, Illinois,
provides comprehensive pharmacy and related services to approximately 51,400
residents in 720 long-term care facilities in 11 states. Additionally, American
Medserve Corporation is a joint venture partner with an affiliate of The
Evangelical Lutheran Good Samaritan Society, which ranks as the nation's
fifth-largest nursing home operator, serving 27,000 residents.
Omnicare is a leading independent provider of professional
pharmacy and related consulting services for long-term care facilities such as
nursing homes, retirement centers and other institutional health care
facilities. With the completion of this acquisition, Omnicare will provide
pharmacy and related consulting services to approximately 413,000 residents in
over 5,100 long-term care facilities in 35 states.
For more information on Omnicare, Inc. via the Internet,
including a full menu of news releases, visit our Corporate News on The Net site
at http://www.businesswire.com/cnn/ocr.htm
