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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
AND
SCHEDULE 13D
STATEMENT UNDER SECTION
13(D) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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VITALINK PHARMACY SERVICES, INC.
(NAME OF SUBJECT COMPANY)
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MANOR CARE, INC.
(BIDDER)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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92846E10 4
(CUSIP NUMBER OF CLASS OF SECURITIES)
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JAMES H. REMPE, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
MANOR CARE, INC.
11555 DARNESTOWN ROAD
GAITHERSBURG, MARYLAND 20878
(301) 979-4000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF BIDDER)
COPY TO:
W. LESLIE DUFFY, ESQ.
CAHILL GORDON & REINDEL
80 PINE STREET
NEW YORK, NEW YORK 10005
(212) 701-3000
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Page 1 of 4 Pages
Exhibit Index begins on Page 4
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This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule 14D-1 originally filed with the Securities and Exchange Commission on
April 24, 1997 (as heretofore amended, the "Schedule 14D-1"), by Manor Care,
Inc., a Delaware corporation (the "Purchaser"), relating to the offer
disclosed therein to purchase up to 1,500,000 shares of common stock, par
value $.01 per share, of Vitalink Pharmacy Services, Inc., a Delaware
corporation.
ITEM 10. ADDITIONAL INFORMATION.
The information contained in the Purchaser's press release issued on May 22,
1997, a copy of which is filed as Exhibit (a)(13) to this Amendment No. 3 to
the Schedule 14D-1, is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding thereto the following:
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<C> <S>
(a)(13) --Text of press release issued by the Purchaser on May 22, 1997.
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Page 2 of 4 Pages
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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.
Manor Care, Inc.
/s/ James H. Rempe
By: _________________________________
Name: James H. Rempe
Title:Senior Vice President,
General Counsel and
Secretary
Dated: May 22, 1997
Page 3 of 4 Pages
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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(a)(13) --Text of press release issued by the Purchaser on May 22, 1997.
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Page 4 of 4 Pages
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Manor Care, Inc.
11555 Darnestown Road
Gaithersburg, MD 20878-3200
(301) 979-4000
[LOGO]ManorCare
Health Services
NEWSRELEASE
CONTACT: Leigh C. Comas, Vice President, Finance and Treasurer
Kimberly A. Holland, Manager, Investor Relations
FOR IMMEDIATE RELEASE
MANOR CARE COMPLETES TENDER OFFER FOR 5.9% OF THE OUTSTANDING
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SHARES OF VITALINK PHARMACY SERVICES
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Gaithersburg, Maryland, May 22, 1997. Manor Care, Inc. (NYSE:MNR), a national
health care provider, today announced that it has successfully completed its
tender offer to purchase 1,500,000 shares of the common stock of Vitalink
Pharmacy Services, Inc. (NYSE:VTK) at a price of $20.00 per share. The offer,
which expired at 12:00 midnight Eastern Daylight Time on Wednesday, May 21,
1997, was oversubscribed. With the successful completion of this tender offer,
Manor Care's ownership interest in Vitalink is raised to approximately 51%.
Based on its preliminary tabulation, the depositary for the offer has informed
Manor Care that 4,822,757 shares of Vitalink common stock have been tendered,
which includes 459,377 shares subject to guarantees of delivery. Shares were
accepted for purchase on a pro rata basis and the preliminary proration factor
under the offer is approximately 31% for all Vitalink shares tendered. The final
proration factor is expected to be determined on May 29, 1997, after the precise
number of validly tendered shares is calculated and it is anticipated that
payment for the shares accepted will commence promptly thereafter.
Manor Care, Inc. is one of the largest long-term care providers in the United
States. The Company operates 176 skilled nursing facilities containing 24,200
beds and 30 assisted living facilities containing 3,183 units in 28 states.
Vitalink, the second largest publicly-traded institutional pharmacy company,
provides medications, consulting, infusion and other ancillary services to
approximately 172,000 institutional beds as well as to home infusion patients
through its 56 institutional pharmacies and 4 regional infusion pharmacies. In
addition to its ownership interest in Vitalink, Manor Care also owns a
controlling interest in In Home Health, Inc. (Nasdaq:IHHI).
