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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. 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. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1"), originally filed by Manor Care, Inc., a
Delaware corporation, on April 24, 1997 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, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
April 24, 1997, and the related Letter of Transmittal. Capitalized terms used
herein without definition shall have the meanings set forth in the Schedule
14D-1.
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)(9) --Letter from the Purchaser to Plan Participants.
(a)(10) --Form of Letter to Plan Participants for Use by Administrator of
Stock Purchase Plan.
(a)(11) --Letter from the Purchaser to former Stockholders of National
Heritage, Inc., Evergreen
Healthcare, Inc. and GranCare, Inc.
</TABLE>
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: April 28, 1997
Page 3 of 4 Pages
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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(a)(9) --Letter from the Purchaser to Plan Participants.
(a)(10) --Form of Letter to Plan Participants for Use by Administrator of
Stock Purchase Plan.
(a)(11) --Letter from the Purchaser to former Stockholders of National
Heritage, Inc., Evergreen Healthcare, Inc. and GranCare, Inc.
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Page 4 of 4 Pages
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Exhibit (a)(9)
MANOR CARE, INC.
11555 DARNESTOWN ROAD
GAITHERSBURG, MARYLAND 20878
April 24, 1997
Re: Vitalink Pharmacy Services, Inc. 1995 Employee Stock Purchase Plan
Dear Plan Participant:
We have been advised that you are a participant in the Vitalink Pharmacy
Services, Inc. 1995 Employee Stock Purchase Plan (the "Stock Purchase Plan").
Manor Care, Inc. ("Manor Care") is making an offer (the "Offer") to purchase
up to 1,500,000 shares of common stock, par value $.01 per share (the
"Shares"), of Vitalink Pharmacy Services, Inc., at a purchase price of $20.00
per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated April 24, 1997 ("Offer to
Purchase"), and the related Letter of Transmittal (which, together constitute
the "Offer"). You have the right to tender Shares credited to your individual
account under the Stock Purchase Plan in the Offer. In order to tender in the
Offer you must complete the instruction form attached to the enclosed letter
from ChaseMellon Shareholder Services, L.L.C. (the "Plan Administrator"). The
Plan Administrator requires that you return the instruction form to the Plan
Administrator prior to 5:00 p.m. New York City time on Tuesday, May 20, 1997.
Shares for which the Plan Administrator has not received timely instructions
from participants may not be tendered. Each participant may direct that all,
some, or none of the Shares credited to the participant's account under the
Stock Purchase Plan be tendered, subject to the terms and conditions set forth
in the Stock Purchase Plan. Pursuant to the Stock Purchase Plan, you may not
tender less than fifty (50) Shares of the Shares credited to your account.
Participants in the Stock Purchase Plan are urged to read the enclosed Offer
to Purchase and Letter of Transmittal carefully.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The tender of Shares held in the Stock Purchase Plan may have significant
tax consequences to you. Generally, a recipient of stock acquired through the
Stock Purchase Plan would not recognize taxable income until such recipient
disposes of the stock. If certain minimum holding period requirements were
satisfied, upon disposition of stock acquired through the Stock Purchase Plan,
the lesser of (i) the excess of the fair market value of the stock on the date
of purchase over the price paid and (ii) the excess of the fair market value
of the stock at the time of disposition over the price paid, would be taxable
to a recipient as ordinary compensation income, and any additional gain would
be taxable to such recipient as long-term capital gain. Such minimum holding
periods would not be satisfied with respect to a stockholder who receives cash
for Shares pursuant to the Offer. Thus, such a stockholder will recognize
ordinary compensation income in the amount of the excess of the fair market
value of the stock on the date of purchase over the price paid. Any additional
gain will be taxable to such recipient as capital gain; such capital gain will
be long-term capital gain if such stockholder's holding period for such Shares
exceeds one year; otherwise such capital gain will be short-term capital gain.
THIS DISCUSSION IS INCLUDED FOR GENERAL INFORMATION ONLY, AND EACH
STOCKHOLDER IS URGED TO CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR WITH
RESPECT TO THE TAX CONSEQUENCES TO SUCH STOCKHOLDER OF THE OFFER, INCLUDING
FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES.
The Offer, proration period and withdrawal rights will expire at 12:00
Midnight, New York City time, on May 21, 1997, unless the Offer is extended.
ACCORDINGLY, IN ORDER FOR CHASEMELLON SHAREHOLDER SERVICES, AS ADMINISTRATOR
OF THE STOCK PURCHASE PLAN, TO MAKE A
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TIMELY TENDER OF THE SHARES ATTRIBUTABLE TO YOUR INDIVIDUAL ACCOUNT UNDER THE
STOCK PURCHASE PLAN, CHASEMELLON SHAREHOLDER SERVICES REQUIRES THAT YOU
PROPERLY COMPLETE AND RETURN THE INSTRUCTION FORM IN THE ENCLOSED RETURN
ENVELOPE SO THAT IT IS RECEIVED BY CHASEMELLON SHAREHOLDER SERVICES NOT LATER
THAN 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, MAY 20, 1997, UNLESS THE OFFER
IS EXTENDED. If ChaseMellon Shareholder Services does not receive a properly
completed, signed original Instruction Form from you by such deadline,
ChaseMellon Shareholder Services may NOT tender any of your Stock Purchase
Plan Shares.
If you should have any questions regarding your Stock Purchase Plan Shares,
please call ChaseMellon Shareholder Services at (800) 230-3120.
Sincerely,
Manor Care, Inc.
2
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Exhibit (a)(10)
OFFER TO PURCHASE FOR CASH
UP TO 1,500,000 SHARES OF COMMON STOCK
OF
VITALINK PHARMACY SERVICES, INC.
AT
$20.00 NET PER SHARE
BY
MANOR CARE, INC.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, MAY 21, 1997, UNLESS THE OFFER
IS EXTENDED.
To Plan Participants:
Enclosed for your consideration are the Offer to Purchase, dated April 24,
1997 (the "Offer to Purchase"), and the related Letter of Transmittal (which
together constitute the "Offer") relating to the offer by Manor Care, Inc., a
Delaware corporation (the "Purchaser"), to purchase up to 1,500,000 shares of
Common Stock, par value $.01 per share (the "Shares"), of Vitalink Pharmacy
Services, Inc., a Delaware corporation (the "Company"), at a purchase price of
$20.00 per Share, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer. Our records
reflect that you are a participant (a "Plan Participant") in the Company's
1995 Employee Stock Purchase Plan (the "Stock Purchase Plan").
We are (or our nominee is) the holder of record of Shares held by us in your
Stock Purchase Plan account. A tender of such Shares can be made only by us as
the holder of record and pursuant to your instructions. The Letter of
Transmittal is furnished to you for your information only and cannot be used
by you to tender Shares held by us for your account.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all Shares held by us in your Stock Purchase Plan
account pursuant to the terms and conditions set forth in the Offer. Pursuant
to the Stock Purchase Plan, you may not tender less than fifty (50) Shares of
the Shares credited to your account. Before tendering you may find out the
exact number of Stock Purchase Plan Shares held in your account by contacting
us at (800) 230-3120.
Please note the following:
1. The tender price is $20.00 per Share, net to you in cash, without
interest thereon, upon the terms and subject to the conditions set forth in
the Offer.
2. The Offer is being made for up to 1,500,000 Shares.
3. The Offer is not conditioned upon there being tendered any minimum
number of Shares. The Offer is subject to certain conditions which are set
forth in the Offer to Purchase. See Section 14 of the Offer to Purchase.
4. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, subject to Instruction 6 of the Letter of Transmittal,
stock transfer taxes on the purchase of Shares by the Purchaser pursuant to
the Offer. However, backup federal income tax withholding in an amount
equal to 31% of the gross proceeds resulting from the Offer may be
required, unless an exemption applies or unless the required taxpayer
identification information is provided. See Instruction 9 of the Letter of
Transmittal and the Letter from the Purchaser to Plan Participants.
5. The Offer, proration period and withdrawal rights will expire at 12:00
Midnight, New York City time, on Wednesday, May 21, 1997, unless the Offer
is extended (the "Expiration Date").
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If you wish to have us tender any or all of the Shares held by us in your
Stock Purchase Plan account, please so instruct us by completing, executing,
detaching and returning to us the instruction form set forth on the last page
of this letter (the "Instruction Form"). If you authorize the tender of the
Shares in your Stock Purchase Plan account, then, subject to the minimum of
fifty (50) Shares permitted to be tendered pursuant to the Stock Purchase
Plan, all such Shares will be tendered unless otherwise specified on the last
page of this letter. If more than 1,500,000 Shares are validly tendered and
not properly withdrawn prior to the Expiration Date, upon the terms and
subject to the conditions of the Offer, such Shares will be accepted for
payment on a pro rata basis (with adjustments to avoid purchases of fractional
Shares), according to the number of Shares validly tendered and not properly
withdrawn prior to the Expiration Date. If proration is required and you have
tendered Shares held in your Stock Purchase Plan account, in addition to other
Shares you own, your other Shares will be purchased first, and then the Shares
held in your Stock Purchase Plan account, unless otherwise specified by you on
the Instruction Form. An envelope to return your instructions to us is
enclosed. Your instructions should be forwarded to us in ample time to permit
us to submit a tender on your behalf prior to the expiration of the Offer.
If you own Shares of record outside of the Stock Purchase Plan you must
follow the procedures for tendering such Shares set forth in the Offer to
Purchase.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares residing in any jurisdiction in which the making
of the Offer or the acceptance thereof would not be in compliance with the
laws of such jurisdiction. However, the Purchaser may, in its discretion, take
such action as it may deem necessary to make the Offer in any jurisdiction and
extend the Offer to holders of Shares in such jurisdictions. In any
jurisdiction where securities, blue sky or other laws require the Offer to be
made by a licensed broker or dealer, the Offer will be deemed to be made on
behalf of the Purchaser by one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
ChaseMellon Shareholder Services,
L.L.C.
2
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Exhibit (a)(11)
MANOR CARE, INC.
11555 DARNESTOWN ROAD
GAITHERSBURG, MARYLAND 20878
April 24, 1997
Ladies and Gentlemen:
Manor Care, Inc., a Delaware corporation ("Manor Care"), has been advised
that you are a former holder of stock in National Heritage, Inc., Evergreen
Healthcare, Inc. or GranCare, Inc. Vitalink Pharmacy Services, Inc., a
Delaware corporation ("Vitalink"), is the successor to these companies.
Therefore, the share certificates you hold for these companies now represent
an ownership interest in Vitalink in an amount to be determined with reference
to the applicable exchange ratio.
Manor Care is offering to purchase up to 1,500,000 shares of common stock,
par value $.01 per share (the "Shares"), of Vitalink, at a purchase price of
$20.00 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated April 24, 1997 and the
related Letter of Transmittal (which, together constitute the "Offer"). You
are entitled to tender shares of Vitalink common stock pursuant to this Offer.
Please contact ChaseMellon Shareholder Services, L.L.C., the depositary for
the Offer and the exchange agent, by calling (800) 777-3674 to obtain
information regarding the number of shares of Vitalink common stock you are
entitled to receive for your unexchanged share certificates. You may also
contact MacKenzie Partners, Inc., the information agent for the Offer, at its
address and telephone number set forth on the back cover of the Offer to
Purchase.
Manor Care, Inc.
