SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
MARINER POST ACUTE NETWORK INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
698940103
- --------------------------------------------------------------------------------
(CUSIP Number)
William W. Chandler
Credit Suisse First Boston
11 Madison Avenue
New York, New York 10010-3629
(212) 325-2911
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 14, 2000
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
(Continued on following pages)
(Page 1 of 4 Pages)
1
<PAGE>
Schedule 13D
CUSIP No. 698940103 13D Page 2 of 4 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Credit Suisse First Boston, on behalf of the Credit Suisse First
Boston business unit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e). |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
NUMBER OF 7 SOLE VOTING POWER 16,364,771 shares of Common
SHARES Stock, par value $0.01
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 16,364,771 shares of Common
PERSON WITH Stock, par value $0.01
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,364,771 shares of Common Stock, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.21%
14 TYPE OF REPORTING PERSON
BK, HC, OO
2
<PAGE>
This Amendment No.1 to the Schedule 13D (this "Amendment No. 1") amends Items 3,
5 and 7 of the Schedule 13D, dated December 29, 1999 (the "Original Schedule
13D"), filed by the Reporting Person, to reflect a subsequent acquisition of
Common Stock by the Reporting Person. Capitalized terms not otherwise defined
herein shall have the meanings ascribed to such terms in the Original Schedule
13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended by appending the following:
CSFBM entered into a Transfer Agreement with Chase Equity Securities, LLC
("Chase") dated January 14, 2000, pursuant to which CSFBM acquired an additional
2,589,773 shares of Common Stock of the Company. The acquisition of the Common
Stock was made in exchange for (i) payment of aggregate cash consideration of
$376,010; (ii) the issuance of an aggregate of 15,040 shares of Preferred Stock;
and (iii) a "put option" granted to Chase of the Preferred Stock requiring the
New York Branch of the Bank to purchase the Preferred Stock under certain
circumstances. The cash consideration came from CSFBM's working capital. As a
result of this transaction, CSFBM now owns an aggregate of 16,362,771 shares of
Common Stock representing 22.21% of the total outstanding shares of Common
Stock.
Item 5. Interest in Securities of the Issuer.
Item 5 (a-b) is amended by appending the following:
(a-b) On January 14, 2000, CSFBM acquired an aggregate of 2,589,773
shares of Common Stock of the Company. As of January 19, 2000, CSFBM and the
Reporting Person may be deemed to beneficially own and have sole voting power
over 16,362,771 shares of Common Stock of the Company, representing 22.21% of
the shares of Common Stock outstanding.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended by appending the following;
Exhibit Description
B Transfer Agreement, dated as of January 14, 2000 between CSFBM, and
Chase Equity Securities, LLC.
3
<PAGE>
SIGNATURE
After reasonable 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.
Dated: January 19, 2000
CREDIT SUISSE FIRST BOSTON,
acting solely on behalf of the Credit Suisse First
Boston business unit
By: /s/Willaim W. Chandler
------------------------------
Name: William W. Chandler
Title: Director
4
<PAGE>
EXHIBIT B
TRANSFER AGREEMENT
CREDIT SUISSE FIRST BOSTON MANAGEMENT CORPORATION
Dated as of January 14, 2000
CREDIT SUISSE FIRST BOSTON MANAGEMENT CORPORATION, a Delaware
corporation ("CSFBM"), hereby agrees with each transferor named on the signature
pages hereof (such transferors being referred to individually as a "Transferor"
and collectively as the "Transferors") as follows with respect to the transfer
of certain interests, rights and obligations described in Section 1.1 below:
1. The Shares.
1.1 The Shares. Each Transferor is the owner of the
number of shares of common stock, par value $0.01 per share, of Mariner Post
Acute Network Inc. (the "Common Stock"), a Delaware corporation (the "Company"),
set forth below its name on the signature pages hereto (all such Common Stock
hereinafter referred to as the "Shares").
1.2 The Transferors. Each of the Transferors hereby
agrees, severally and not jointly, to transfer to CSFBM all of the Shares set
forth below its name on the signature pages hereto. CSFBM shall not be obligated
to accept the transfer of any of the Shares unless the Transferors shall have
delivered all of the Shares to be transferred hereunder.
2. Closing. The closing (the "Closing") of the
transactions contemplated by this Transfer Agreement shall take place as
follows:
2.1 Transfer of the Shares.
(a) On the basis of the representations and
warranties hereinafter set forth, each of the Transferors hereby shall, at the
Closing, transfer to CSFBM, and CSFBM shall accept the transfer from each of the
Transferors of, the Shares set forth below the respective names of the
Transferors on the signature pages hereto, for aggregate consideration (the
"Consideration") consisting of (i) $376,010 (the "Cash Consideration"); (ii)
15,040 shares of 9.75% Redeemable Preferred Stock of CSFBM, par value $1.00 per
share (the "Preferred Stock"), to be issued under and entitled to the benefits
of a Certificate of Designation, a copy of which has heretofore been delivered
to Transferor (the "Certificate"); and (iii) a put option on the terms described
in the Put Option Agreement dated as of January 14, 2000 by and between the New
York Branch of Credit Suisse First Boston and the Transferors (the "Put
Option"). The consideration for the Shares set forth below the name of each
Transferor on the signature pages hereto is the aggregate consideration for all
of the Shares transferred by each respective Transferor.
1
<PAGE>
(b) At the Closing, in order that the Shares be
transferred to CSFBM, each of the Transferors will deliver to the Company
certificates representing such Transferor's Shares, appropriate stock powers and
any instruments required by the terms of the Shares as necessary to effect the
valid transfer of ownership of the Shares against receipt by such Transferor of
its respective portion of (i) the Cash Consideration in federal (same day) funds
by wire transfer to an account at a bank designated by such Transferor, (ii)
certificates representing the Preferred Stock and (iii) the Put Option. The
Closing will take place at the offices of Shearman & Sterling, 599 Lexington
Avenue, New York, New York 10022, at 9:00 a.m., New York time, simultaneously
with the execution of this Transfer Agreement (the "Closing Date").
2.2 Public Disclosures. Each of the parties will take
all reasonable actions necessary to keep each other party's identity
confidential and will not disclose each party's identity or the substance of the
transactions contemplated herein in any public announcement, governmental
filing, registration or otherwise without each other party's prior written
consent except to the extent required under the party's disclosure obligations
under Section 13 of the Securities Exchange Act of 1934, as amended. If such
disclosure is so required, the disclosing party will give written notice to each
other party describing in reasonable detail the proposed content of such
disclosure and will afford each other party in good faith an opportunity to
suggest modifications in the form and substance of such proposed disclosure
prior to making such disclosure.
3. Common Representations and Warranties. CSFBM and
the Transferors, severally and not jointly, represent, warrant and covenant to
the other party hereto as follows:
3.1 Organization. CSFBM, on its behalf, represents that
it is a corporation duly incorporated under the laws of the State of Delaware,
and each of the Transferors, on its behalf, represents that it is a duly formed
corporation or partnership under the laws of its respective jurisdiction of
incorporation or formation, as the case may be, and each of CSFBM and the
Transferors (i) is validly existing and in good standing under the laws of the
jurisdiction of its incorporation or formation, as the case may be; (ii) has the
necessary power and authority, either corporate or partnership, as the case may
be, for the conduct of its business as presently conducted; and (iii) is duly
qualified to transact business and is in good standing in each jurisdiction in
which the nature of the business transacted or property owned or leased by it
requires such qualification, except, in the case of (ii) or (iii) above, for
such power and authority, either corporate or partnership, as the case may be,
the absence of which, or such jurisdictions where the failure to so qualify,
would not have a material adverse effect on its consolidated business, assets,
results of operations or condition, financial or otherwise (a "Material Adverse
Effect").
3.2 Authorization; Valid and Binding Agreements. Each
has the requisite power and authority, either corporate or partnership, as the
case may be, to enter into, execute or deliver this Transfer Agreement and the
other agreements, instruments, documents and other materials to which it is a
party to be entered into, executed or delivered in connection herewith
(collectively, the "Implementing Agreements") and to transfer the Shares or to
issue and sell the shares of Preferred Stock and to deliver the Cash
Consideration, as the case may be, all as contemplated herein and to
2
<PAGE>
consummate the transactions contemplated hereby and thereby (collectively, the
"Transactions") and to perform all of its respective obligations and
undertakings hereunder and thereunder. The execution, delivery and performance
of each of the Implementing Agreements has been duly authorized and each of the
Implementing Agreements will constitute, upon execution and delivery, a valid
and legally binding obligation of such party enforceable against it in
accordance with its terms subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.
3.3 No Violation. Neither the execution and delivery by
it of the Implementing Agreements, nor the performance of its obligations under
the Implementing Agreements, nor the consummation of the Transactions, will (i)
violate any provision of its constitutional documents; (ii) violate any material
statute or law or any judgment, decree, order, regulation or rule of any court
or governmental authority to which it or any of its properties may be subject;
(iii) cause the acceleration of the maturity of any material debt or obligation
of it; or (iv) (with or without the giving of notice or lapse of time, or both)
violate, or be in conflict with, or constitute a default under, or permit the
termination of, or require the prior approval or consent of (or filing with) any
governmental authority or person under, or result in the creation of any lien
upon any of its property under, any material agreement to which it is a party or
by which it is bound.
3.4 Private Offering. No securities of the same class
as the Shares or shares of Preferred Stock have been issued and sold by it
within the six-month period immediately prior to the date hereof, except, in the
case of shares of Preferred Stock, shares issued on December 20, 1999 in
connection with the acquisition of Shares of the Company. Each party hereto
agrees that neither it nor anyone acting on its behalf has or will offer the
Shares or shares of Preferred Stock, as the case may be, so as to bring the
transfer or the issuance and sale thereof, as the case may be, within the
provisions of Section 5 of the Securities Act of 1933, as amended (the
"Securities Act").
3.5 Investment Representations. Each party hereto
represents that it is receiving the transfer of all of the Shares or is
acquiring the shares of Preferred Stock, as the case may be, pursuant to the
terms hereof for its own account. Each party hereto further represents that (i)
it has authority to make the representations contained in this Article 3; (ii)
it is an institutional "accredited investor" within the meaning of Rule 501 (a)
(1), (2), (3) or (7) under the Securities Act; (iii) it is acquiring all of the
Shares or shares of Preferred Stock, as the case may be, to be transferred or
sold to it hereunder for investment purposes and with no view or intention to
offer for sale or to make distributions of any of the Shares or shares of
Preferred Stock, as the case may be, in a manner which would violate federal or
state securities laws; (iv) it acknowledges and understands that the Shares or
shares of Preferred Stock, as the case may be, to be transferred or sold to it
pursuant to this Transfer Agreement (x) will not be registered under the
Securities Act or qualified under state securities laws and that no party has
any obligation whatsoever to register or qualify the Shares or shares of
Preferred Stock, as the case may be, now or at any time in the future, (y) are
being transferred to it in reliance on its representations and warranties
contained in this Section 3.5 pursuant to a transaction that is exempt from the
registration requirements of the Securities Act, and (z) cannot be offered, sold
or otherwise transferred except pursuant to an exemption from the
3
<PAGE>
registration requirements of the Securities Act or pursuant to an effective
registration statement under the Securities Act; and (v) it has conducted its
own investigation and/or appraisal and in connection therewith has received such
financial and other information about the Company or CSFBM, as the case may be,
as it has deemed necessary in connection with its execution and delivery of this
Transfer Agreement and the transfer to or acquisition by it of the Shares or
shares of Preferred Stock, as the case may be.
3.6 Other Acknowledgments. Each party represents,
acknowledges and confirms as of the date of this Transfer Agreement with respect
to the Transactions or when agreeing to any other matter with such party (or any
affiliate thereof) that it is acquiring the Shares or shares of Preferred Stock,
as the case may be, for investment purposes and not with a view to or for a
resale in connection with any distribution of the shares of Preferred Stock and
that it has not (i) entered into any agreement, contract, binding commitment or
understanding to offer, sell, transfer or otherwise dispose of any of the shares
of the Preferred Stock either currently or after the passage of a fixed or
determinable period of time or upon the occurrence or non-occurrence of any
predetermined event or circumstance or (ii) offered for sale or entered into any
negotiations or discussions for the sale or transfer of any of such shares of
Preferred Stock.
3.7 Independent Parties. There is no agency or
partnership between CSFBM, on the one hand, and any of the Transferors, on the
other hand, and each has a valid business purpose independent of the other to
enter into transactions contemplated hereby.
4. Additional Representations by the Transferors. Each
Transferor, severally and not jointly, represents, warrants and covenants to
CSFBM as to itself as follows:
4.1 Documentation; Title to Shares; Encumbrances. Such
Transferor has provided to CSFBM copies of such documents and other material and
information as has been requested by CSFBM and all such documents, materials and
the information contained therein are true and correct in all material respects.
Such Transferor has good and valid title to all of the Shares to be transferred
by it pursuant hereto. Upon the transfer of such Shares to CSFBM in accordance
with the terms hereof, such Transferor will transfer to CSFBM good and valid
title to the Shares, free and clear of all liens, claims and encumbrances
created by the Transferor.
4.2 Investment with "Plan Assets". Such Transferor is
not acquiring the shares of Preferred Stock to be acquired by it hereunder
directly or indirectly with "plan assets" within the meaning of Department of
Labor Regulation 29 C.F.R. Section 2510.3-101.
5. Additional Representations by CSFBM. CSFBM hereby
represents, warrants and covenants to the Transferors as follows:
5.1 Preferred Stock. The shares of Preferred Stock to
be issued to the Transferors pursuant to this Agreement will be duly authorized,
executed and delivered by CSFBM pursuant to the Certificate of Designations
therefor and as filed with the Secretary of State of the State of
4
<PAGE>
Delaware and when paid for through the exchange of Shares as contemplated
herein, will be validly issued, fully paid and non-assessable and not subject to
any pre-emptive rights and, when issued and paid for as contemplated herein,
will be free and clear of all liens, claims and encumbrances created by CSFBM.
5.2 Documentation. CSFBM has provided to the
Transferors copies of such documents and other material and information as has
been requested by the Transferors and all such documents and the information
contained therein are true and correct in all material respects.
6. Acknowledgments; Covenants.
(a) The Transferors hereby acknowledge that CSFBM and
its affiliates have had access to certain information (the "Information") which
may be material regarding CSFBM, its financial condition, results of operations,
management, projections and businesses. The Transferors acknowledge that CSFBM
has offered the Information to the Transferors and that the Transferors have
refused that offer and therefore agree that CSFBM shall have no obligation to
disclose to the Transferors any of the Information. The Transferors further
acknowledge that they have conducted their own investigation, to the extent that
they have determined necessary or desirable regarding CSFBM and the transactions
contemplated hereby, and that the Transferors have determined to enter into and
complete this transaction based on, among other things, such investigation. In
connection with the foregoing, and to the fullest extent permitted by law, the
Transferors hereby waive and release any and all claims they may have against
CSFBM or their affiliates and its respective officers, directors and employees
by reason of such nondisclosure of the Information.
(b) CSFBM hereby repeats the acknowledgment appearing
in (a) above, mutatis mutandis, with respect to certain information known to the
Transferors, which may be material regarding the Company, its financial
condition, results of operations, management, projections and business.
(c) Each of the Transferors agree to provide a release
or termination letter with respect to its interest in any stockholders' or
similar agreement relating to the Shares to be acquired by CSFBM hereunder.
7. _ Consent to Transfers; Minimum Number of Shares,
Notice of Proposed Transfers. The shares of Preferred Stock issued hereunder may
be transferred only with the consent of CSFBM; provided, however, that no such
consent shall be required in the case of any transfer of such shares from one of
the Transferors (or any of their respective affiliates) to an affiliate of such
Transferor. CSFBM shall respond as promptly as reasonably practicable to any
request for such consent hereunder. Any attempted transfer of shares of
Preferred Stock in violation of the other terms of this Section 7 shall be null
and void. In addition, any transfer of such shares issued hereunder shall
involve the transfer of at least the lesser of (i) 20,000 shares of Preferred
Stock and (ii) all such shares of Preferred Stock held by the particular
transferor, as the case may be. As used in this Section 8, (i) the term
"transfer" encompasses (x) any offer, pledge, sale, contract to sell, the
5
<PAGE>
sale of any option or contract to purchase, the purchase of any option or
contract to sell, the grant of any option, right or warrant to purchase,
transfer, or other disposition of any securities referred to herein or any
securities convertible into or exercisable or exchangeable for the securities
referred to herein and (y) entering into any swap or other arrangement that
transfers all or a portion of the economic consequences associated with the
ownership of any of the securities referred to herein (regardless of whether any
transaction described in clause (x) or (y) is to be settled by the delivery of
the securities referred to herein, or such other securities, in cash or
otherwise) and (ii) the term "affiliate" shall have the meaning ascribed to it
in Rule 144 under the Securities Act.
8. Expenses, Etc. All reasonable fees and expenses
incurred by the Transferors and CSFBM in connection with this Transfer
Agreement, the Implementing Agreements and the transactions contemplated hereby
and thereby shall be paid by CSFBM. The Transferors shall provide detailed
support therefor (including lawyers involved, hours billed, rates, etc.) and if
it appears reasonably likely that such amount shall exceed $50,000, the
Transferors must give written notice to CSFBM to this effect prior to incurring
expenses in excess of such amount. The agreement of the parties in this Section
8 shall survive the payment for or transfer of any of the Shares or shares of
Preferred Stock.
9. Counterparts. This Transfer Agreement may be
executed in two or more counterparts, but all such counterparts shall constitute
but one and the same instrument.
10. Survival of Covenants. All covenants, agreements,
representations and warranties made by the parties in the Implementing
Agreements shall survive indefinitely any investigation made by, or on behalf
of, CSFBM, the Transferors or any person controlling any of them or acting on
their behalf, and the Closing of the transactions contemplated hereby and
thereby.
11. Law Governing. THIS TRANSFER AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW PRINCIPLES THEREOF.
12. Integration and Severability. The Implementing
Agreements embody the entire agreement and understanding between the Transferors
and CSFBM with respect to the subject matter hereof, and supersedes all prior
agreements and understandings relating to the subject matter hereof. In case any
one or more of the provisions contained in this Transfer Agreement or in any
instrument contemplated hereby, or any application thereof, shall be invalid,
illegal or unenforceable in any respect, under the laws of any jurisdiction, the
validity, legality and enforceability of the remaining provisions contained
herein and therein, and any other application thereof, shall not in any way be
affected or impaired thereby or under the laws of any other jurisdiction.
13. Binding Effect; Assignment; Third Party
Beneficiaries. This Transfer Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors, assigns, heirs,
executors, administrators and other legal representatives. At any time or
6
<PAGE>
from time to time following the Closing, CSFBM shall be permitted to assign any
and all of its rights and obligations hereunder to any affiliate of CSFBM;
provided, however, that, at the time of any such assignment, the overall
financial condition and prospects of such affiliate shall be at least comparable
to that of CSFBM; provided, further, however, that such affiliate shall assume
in writing all of the obligations and duties of CSFBM hereunder), and thereafter
any and all references herein to CSFBM shall refer to such affiliate. Except as
set forth in the preceding sentence, no party shall assign any of its rights or
delegate any of its duties under this Transfer Agreement (by operation of law or
otherwise) without the prior written consent of CSFBM or holders of a majority
of the shares of Preferred Stock outstanding and acquired hereunder at the time
of such proposed assignment, as applicable. Any assignment of rights or
delegation of duties under this Transfer Agreement by a party without the prior
written consent of the other party or parties, if such consent is required
hereby, shall be void.
7
<PAGE>
If the foregoing is in accordance with your understanding,
please sign and complete the enclosed copy of this letter on the signature page
provided and return it to CSFBM, whereupon this letter shall then become a
binding agreement in accordance with its terms.
Very truly yours,
CREDIT SUISSE FIRST BOSTON
MANAGEMENT CORPORATION
By: /s/Chung W. Chey
-----------------------
Name: Chung W. Chey
Title: Attorney-in-fact
8
<PAGE>
TRANSFER AGREEMENT SIGNATURE PAGE
The undersigned hereby agrees to transfer the Shares as set
forth below and agrees to the manner of payment specified below:
TRANSFEROR: CHASE EQUITY ASSOCIATES, LLC (formerly Chase Equity
Associates, L.P.)
By CHASE CAPITAL PARTNERS,
as Manager
By: [signature illegible]
--------------------------
Name:
Title:
Address: 380 Madison Avenue
12th Floor
New York, NY 10017
SHARES TO BE TRANSFERRED: 1,330,513 shares (Certificate No. PHN 0466)
666,667 shares (Certificate No. PHN 0092)
6,724 shares (Certificate No. PHN 0359)
10,765 shares (Certificate No. PHN 0360)
180,109 shares (Certificate No. PHN 0361)
13,247 shares (Certificate No. PHN 0412)
21,530 shares (Certificate No. PHN 0413)
360,218 shares (Certificate No. PHN 0414)
CONSIDERATION:
Cash Consideration: $376,010
Shares of Preferred Stock: 15,040
MANNER OF PAYMENT: Wire Transfer
Chase Manhattan Bank
401 Madison Avenue
New York, NY 10017
ABA No. 02100021
For the a/c of:
Chase Equity Associates, L.P.
A/C No: 006-070949
9
