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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. 4)
AND
SCHEDULE 13D
STATEMENT UNDER SECTION
13(D) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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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 5 Pages
Exhibit Index begins on Page 5
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CUSIP NO. 92846E104
Names of Reporting Persons S.S. or I.R.S.
Identification No. of Above Persons
1.
Manor Care, Inc. I.R.S. No. 52-1200376
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2.
Check the Appropriate Box if a Member of a Group (a) [_]
(b) [_]
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3.
SEC Use Only
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Sources of Funds PF, WC, BK
4.
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5.
Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
[_]
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Citizenship or Place of Organization
6.
Delaware
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Aggregate Amount Beneficially Owned by Each Reporting
Person
7.
13,000,000 shares
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8.
Check Box if the Aggregate Amount in Row (7) Excludes [_]
Certain Shares
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Percent of Class Represented by Amount in Row (7)
9.
Approximately 51% of the shares of such class
outstanding as of April 18, 1997
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10.
Type of Reporting Person
HC, CO
Page 2 of 5 Pages
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This Amendment No. 4 to the Tender Offer Statement on Schedule 14D-1 and
Statement on Schedule 13D, which constitutes the Final Amendment to the
Schedule 14D-1, is filed by Manor Care, Inc., a Delaware corporation (the
"Purchaser"), relating to its offer 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 per share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated May 21, 1997 (the "Offer
to Purchase") and the related Letter of Transmittal (which together constitute
the "Offer").
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented as follows:
The Offer expired at 12:00 midnight, New York City Time, on May 21, 1997. On
May 22, 1997, the Purchaser accepted for payment 1,500,000 Shares tendered in
the Offer. On May 30, 1997, the Purchaser announced the proration results for
the Offer. The Purchaser accepted 1,500,000 Shares for payment, which,
together with the 11,500,000 Shares already beneficially owned by the
Purchaser, represent approximately 51% of the total number of outstanding
Shares. A copy of the press release issued by the Purchaser on May 30, 1997
announcing the proration results is filed as Exhibit (a)(14) hereto and 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:
(a)(14) --Text of press release issued by the Purchaser on May 30, 1997.
Page 3 of 5 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 30, 1997
Page 4 of 5 Pages
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
(a)(14) --Text of press release issued by the Purchaser on May 30, 1997.
</TABLE>
Page 5 of 5 Pages
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EXHIBIT (a)(14)
Manor Care, Inc.
11555 Darnestown Road [LOGO]
Gaithersburg, MD 20878-3200
(301) 979-4000
ManorCare
Health Services
NEWSRELEASE
CONTACT: Kimberly A. Holland, Manager, Investor Relations
Kathleen E. Krach, Senior Investor Relations Analyst
FOR IMMEDIATE RELEASE
MANOR CARE ANNOUNCES FINAL PRORATION FOR VITALINK TENDER OFFER
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Gaithersburg, Maryland, May 30, 1997. Manor Care Inc., (NYSE: MNR), a national
health care provider, today announced the final proration results for the cash
tender offer for shares of the common stock of Vitalink Pharmacy Services, Inc.
(NYSE: VTK). 1,500,000 shares of Vitalink common stock were accepted in
connection with the tender offer, representing approximately 31.1 percent of the
shares tendered.
Payment for the accepted shares will be made on Monday, June 2, 1997. As a
result of the tender offer, Manor Care beneficially owns approximately 51
percent of the total number of outstanding shares of Vitalink. The tender offer
terminated at 12:00 midnight on May 21, 1997.
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).
