<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 2000.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------------------
SUNRISE MEDICAL INC.
(NAME OF SUBJECT COMPANY)
SUNRISE MEDICAL INC.
(NAME OF PERSON FILING STATEMENT)
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COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
867910 10 1
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
MURRAY H. HUTCHISON
CHAIRMAN OF THE BOARD OF DIRECTORS
SUNRISE MEDICAL INC.
2382 FARADAY AVENUE, SUITE 200
CARLSBAD, CALIFORNIA 92008
(760) 930-1500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND
COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
------------------------
COPIES TO:
PAUL TOSETTI, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CA 90071
(213) 485-1234
/ / CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
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<PAGE>
This statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") on October 30, 2000 (the "Schedule 14D-9") by Sunrise Medical
Inc., a corporation organized under the laws of the State of Delaware (the
"Company"), relating to an offer by V.S.M. Acquisition Corp., a corporation
organized under the laws of the State of Delaware ("Purchaser") and a wholly
owned subsidiary of V.S.M. Holdings, Inc., a corporation organized under the
laws of State of Delaware ("Holdings") and a wholly owned subsidiary of V.S.M.
Investors, LLC, a Delaware limited liability company ("Parent"), disclosed in a
Tender Offer Statement on Schedule TO, dated October 30, 2000 (the "Schedule
TO"), to purchase all of the issued and outstanding Shares at a price of $10.00
per Share, net to the seller in cash (the "Offer Price"), upon the terms and
subject to the conditions set forth in the offer to purchase (the "Offer to
Purchase"), dated October 30, 2000, and the related letter of transmittal (the
"Letter of Transmittal," which, as may be amended and supplemented from time to
time, together with the Offer to Purchase, constitute the "Offer").
ITEM 8. ADDITIONAL INFORMATION
(b) OTHER MATERIAL INFORMATION.
The response to Item 8 is hereby amended by adding the following after the
second paragraph of Item 8(b):
On November 2, 2000, the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, for the consummation of the
Offer and the Merger terminated.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by filing the indicated exhibit:
<TABLE>
<CAPTION>
EXHIBIT
---------------------
<S> <C>
(a)(1)(A) Offer to Purchase dated October 30, 2000 ("Offer to
Purchase") (incorporated herein by reference to Exhibit
(a)(1)(i) to Schedule TO filed by Purchaser with respect to
the Company on October 30, 2000 ("Schedule TO")).
(a)(1)(B) Letter of Transmittal (incorporated herein by reference to
Exhibit (a)(1)(ii) to Schedule TO).
(a)(1)(C)* Information Statement Pursuant to Section 14(f) of the
Securities Exchange Act of 1934 and Rule 14f-1 thereunder
(incorporated by reference herein and attached hereto as
Annex A).
(a)(1)(D)* Letter to Stockholders of the Company dated October 30, 2000
(incorporated by reference herein and attached hereto as
Annex D).
(a)(1)(E) Notice of Guaranteed Delivery (incorporated herein by
reference to Exhibit (a)(1)(iii) to Schedule TO).
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9. (incorporated herein by
reference to Exhibit (a)(1)(iv) to Schedule TO).
(a)(1)(G) Form of letter to brokers, dealers, commercial banks, trust
companies and other nominees (incorporated herein by
reference to Exhibit (a)(1)(v) to Schedule TO).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
---------------------
<S> <C>
(a)(1)(H) Form of letter to be used by brokers, dealers, commercial
banks, trust companies and other nominees to their clients
(incorporated herein by reference to Exhibit (a)(1)(vi) to
Schedule TO).
(a)(1)(I) Summary newspaper advertisement, dated October 30, 2000,
published in The Wall Street Journal (incorporated herein by
reference to Exhibit (a)(1)(vii) to Schedule TO).
(a)(1)(J) Direction form for the 401(K) Plan (incorporated herein by
reference to Exhibit (a)(1)(viii) to Schedule TO)
(a)(5)(A) Text of Press Release dated October 16, 2000 (incorporated
herein by reference to Exhibit (a)(5)(A) of the Company's
Schedule 14D-9 filed with the Securities and Exchange
Commission (the "Commission") on October 17, 2000 (the
"October 17 Schedule 14D-9").
(a)(5)(B) Letter to Associates of the Company dated October 17, 2000
(incorporated herein by reference to Exhibit (a)(5)(B) of
the October 17 Schedule 14D-9).
(a)(5)(C) Letter to Option Holders of the Company, dated October 17,
2000 (incorporated herein by reference to Exhibit (a)(5)(C)
of the October 17 Schedule 14D-9).
(a)(5)(D) Letter to Performance Bonus Unit Holders of the Company,
dated October 17 (incorporated herein by reference to
Exhibit (a)(5)(D) of the October 17 Schedule 14D-9).
(a)(5)(E) "Questions and Answers" Memorandum to Associates
(incorporated herein by reference to Exhibit (a)(5)(E) of
the October 17 Schedule 14D-9).
(a)(5)(F) Script for Michael Hammes videotaped address for employees,
delivered October 17, 2000 (incorporated herein by
reference to Exhibit (a)(5)(F) of the October 17
Schedule 14D-9).
(a)(5)(G) Summary Advertisement as published in The Wall Street
Journal on October 30, 2000 (incorporated herein by
reference to Exhibit (a)(5)(B) to Schedule TO).
(a)(5)(H) Complaint of Frank Rogers against Sunrise Medical Inc., et.
al. filed in the Superior Court of the State of California,
County of San Diego, on October 17, 2000 (incorporated
herein by reference to Exhibit (a)(5)(vii) to schedule TO).
(a)(5)(I) Complaint of Jerry Krim against Sunrise Medical Inc., et.
al. filed in the Court of Chancery of the State of Delaware
on October 18, 2000 (incorporated herein by reference to
Exhibit (a)(5)(viii) to Schedule TO).
(a)(5)(J) Complaint of Harbor Finance Partners against Sunrise Medical
Inc., et. al. filed in the Court of Chancery of the State of
Delaware on October 20, 2000 (incorporated herein by
reference to Exhibit (a)(5)(iv) to Schedule TO).
(a)(5)(K)+ Forms of letters to option holders, unit holders, Megagrant
holders of units and options and former employees dated
November 7, 2000.
(b)(i) Commitment Letter, dated October 16, 2000, to V.S.M.
Acquisition Corp. from Bankers Trust Company re: Acquisition
Financing (incorporated herein by reference to
Exhibit (b)(i) to Schedule TO).
(b)(ii) Commitment Letter, dated October 16, 2000, to V.S.M.
Acquisition Corp. from Bankers Trust Company re:
Subordinated Debt Financing (incorporated herein by
reference to Exhibit (b)(ii) to Schedule TO).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
---------------------
<S> <C>
(e)(1) Agreement and Plan of Merger, dated as of October 16, 2000,
by and among Parent, Holdings, Purchaser and the Company
(incorporated herein by reference to the Company's Current
Report on Form 8-K filed with the Commission on October 24
and included as Schedule V to the Offer to Purchase).
(e)(2)* Confidentiality/Standstill Agreement among the Company,
Vestar Capital Partners IV, L.P. and Park Avenue Equity
Partners, L.P. dated May 4, 2000.
(e)(3)* Opinion of Deutsche Bank Securities Inc., dated October 16,
2000 (incorporated by reference herein and attached hereto
as Annex B).
(e)(4)* Opinion of Batchelder & Partners, Inc., dated October 16,
2000 (incorporated by reference herein and attached hereto
as Annex C).
(e)(5) Presentation of Deutsche Bank Securities Inc. to the Special
Committee on October 16, 2000 (incorporated herein by
reference to Exhibit (c)(iv) to Schedule TO).
(e)(6) Presentation of Batchelder & Partners, Inc. to the Special
Committee on October 16, 2000 (incorporated herein by
reference to Exhibit (c)(iii) to Schedule TO).
(e)(7)* Form of Change in Control Agreements dated June 27, 1997
between Sunrise Medical Inc. and certain employees.
(e)(8)* Supplemental Executive Retirement Plan.
(e)(9)* Third Amended and Restated 1993 Stock Option Plan.
(e)(10)* Associate Stock Purchase Plan 2000.
(e)(11)* 2000 Stock Option Plan.
(e)(12)* Form of Indemnification Agreement.
(e)(13) Form of Letter Agreement, dated October 14, 2000, between
V.S.M. Investors, LLC and each of Ben Anderson-Ray, Geoffrey
Cooper, Jim Fetter, Michael N. Hammes, Raymond Huggenberger,
Steven Jaye, Robert J. Logemann, John Radak, Peter Riley,
Sam Sinasohn and Carey Winkel, respectively, and the forms
of Equity Term Sheet, Employment Agreements, Management Unit
Subscription Agreement, Securityholders Agreement and
Management Agreement attached as exhibits thereto
(incorporated herein by reference to Exhibit (d)(13) to
Schedule TO).
(e)(14) Equity Commitment Letter, dated October 16, 2000, from
Vestar Capital Partners IV, L.P. to V.S.M. Acquisition Corp
(incorporated herein by reference to Exhibit (d)(14) to
Schedule TO).
</TABLE>
------------------------
* Previously filed.
+ Filed herewith.
<PAGE>
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.
Date: November 7, 2000
SUNRISE MEDICAL INC.
By: /s/ MURRAY H. HUTCHISON
--------------------------------------
Name: Murray H. Hutchison
Title: Chairman of the Board
of Directors
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
---------------------
<S> <C>
(a)(1)(A) Offer to Purchase dated October 30, 2000 ("Offer to
Purchase") (incorporated herein by reference to
Exhibit (a)(1)(i) to Schedule TO filed by Purchaser with
respect to the Company on October 30, 2000 ("Schedule TO")).
(a)(1)(B) Letter of Transmittal (incorporated herein by reference to
Exhibit (a)(1)(ii) to Schedule TO).
(a)(1)(C)* Information Statement Pursuant to Section 14(f) of the
Securities Exchange Act of 1934 and Rule 14f-1 thereunder
(incorporated by reference herein and attached hereto as
Annex A).
(a)(1)(D)* Letter to Stockholders of the Company dated October 30, 2000
(incorporated by reference herein and attached hereto as
Annex D).
(a)(1)(E) Notice of Guaranteed Delivery (incorporated herein by
reference to Exhibit (a)(1)(iii) to Schedule TO).
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9. (incorporated herein by
reference to Exhibit (a)(1)(iv) to Schedule TO).
(a)(1)(G) Form of letter to brokers, dealers, commercial banks, trust
companies and other nominees (incorporated herein by
reference to Exhibit (a)(1)(v) to Schedule TO).
(a)(1)(H) Form of letter to be used by brokers, dealers, commercial
banks, trust companies and other nominees to their clients
(incorporated herein by reference to Exhibit (a)(1)(vi) to
Schedule TO).
(a)(1)(I) Summary newspaper advertisement, dated October 30, 2000,
published in The Wall Street Journal (incorporated herein by
reference to Exhibit (a)(1)(vii) to Schedule TO).
(a)(1)(J) Direction form for the 401(K) Plan (incorporated herein by
reference to Exhibit (a)(1)(viii) to Schedule TO).
(a)(5)(A) Text of Press Release dated October 16, 2000 (incorporated
herein by reference to Exhibit (a)(5)(A) of the Company's
Schedule 14D-9 filed with the Securities and Exchange
Commission (the "Commission") on October 17, 2000 (the
"October 17 Schedule 14D-9")).
(a)(5)(B) Letter to Associates of the Company dated October 17, 2000
(incorporated herein by reference to Exhibit (a)(5)(B) of
the October 17 Schedule 14D-9).
(a)(5)(C) Letter to Option Holders of the Company, dated October 17,
2000 (incorporated herein by reference to
Exhibit (a)(5)(C) of the October 17 Schedule 14D-9).
(a)(5)(D) Letter to Performance Bonus Unit Holders of the Company,
dated October 17 (incorporated herein by reference to
Exhibit (a)(5)(D) of the October 17 Schedule 14D-9).
(a)(5)(E) "Questions and Answers" Memorandum to Associates
(incorporated herein by reference to Exhibit (a)(5)(E) of
the October 17 Schedule 14D-9).
(a)(5)(F) Script for Michael Hammes videotaped address for employees,
delivered October 17, 2000 (incorporated herein by reference
to Exhibit (a)(5)(F) of the October 17 Schedule 14D-9).
(a)(5)(G) Summary Advertisement as published in The Wall Street
Journal on October 30, 2000 (incorporated herein by
reference to Exhibit (a)(5)(B) to Schedule TO).
(a)(5)(H) Complaint of Frank Rogers against Sunrise Medical Inc., et
al. filed in the Superior Court of the State of California,
County of San Diego, on October 17, 2000 (incorporated
herein by reference to Exhibit (a)(5)(vii) to Schedule TO).
(a)(5)(I) Complaint of Jerry Krim against Sunrise Medical Inc., et al.
filed in the Court of Chancery of the State of Delaware on
October 18, 2000 (incorporated herein by reference to
Exhibit (a)(5)(viii) to Schedule TO).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
---------------------
<S> <C>
(a)(5)(J) Complaint of Harbor Finance Partners against Sunrise Medical
Inc., et al. filed in the Court of Chancery of the State of
Delaware on October 20, 2000 (incorporated herein by
reference to Exhibit (a)(5)(iv) to Schedule TO).
(a)(5)(K)+ Forms of letters to option holders, unit holders, Megagrant
holders of units and options and former employees dated
November 7, 2000.
(b)(i) Commitment Letter, dated October 16, 2000, to V.S.M.
Acquisition Corp. from Bankers Trust Company re: Acquisition
Financing (incorporated herein by reference to
Exhibit (b)(i) to Schedule TO).
(b)(ii) Commitment Letter, dated October 16, 2000, to V.S.M.
Acquisition Corp. from Bankers Trust Company re:
Subordinated Debt Financing (incorporated herein by
reference to Exhibit (b)(ii) to Schedule TO).
e)(1) Agreement and Plan of Merger, dated as of October 16, 2000,
by and among Parent, Holdings, Purchaser and the Company
(incorporated herein by reference to the Company's Current
Report on Form 8-K filed with the Commission on October 24
and included as Schedule V to the Offer to Purchase).
(e)(2)* Confidentiality/Standstill Agreement among the Company,
Vestar Capital Partners IV, L.P. and Park Avenue Equity
Partners, L.P. dated May 4, 2000.
(e)(3)* Opinion of Deutsche Bank Securities Inc., dated October 16,
2000 (incorporated by reference herein and attached hereto
as Annex B).
(e)(4)* Opinion of Batchelder & Partners, Inc., dated October 16,
2000 (incorporated by reference herein and attached hereto
as Annex C).
(e)(5) Presentation of Deutsche Bank Securities Inc. to the Special
Committee on October 16, 2000 (incorporated herein by
reference to Exhibit (c)(iv) to Schedule TO).
(e)(6) Presentation of Batchelder & Partners, Inc. to the Special
Committee on October 16, 2000 (incorporated herein by
reference to Exhibit (c)(iii) to Schedule TO).
(e)(7)* Form of Change in Control Agreements dated June 27, 1997
between Sunrise Medical Inc. and certain employees.
(e)(8)* Supplemental Executive Retirement Plan.
(e)(9)* Third Amended and Restated 1993 Stock Option Plan.
(e)(10)* Associate Stock Purchase Plan 2000.
(e)(11)* 2000 Stock Option Plan.
(e)(12)* Form of Indemnification Agreement.
(e)(13) Form of Letter Agreement, dated October 14, 2000, between
V.S.M. Investors, LLC and each of Ben Anderson-Ray, Geoffrey
Cooper, Jim Fetter, Michael N. Hammes, Raymond Huggenberger,
Steven Jaye, Robert J. Logemann, John Radak, Peter Riley,
Sam Sinasohn and Carey Winkel, respectively, and the forms
of Equity Term Sheet, Employment Agreements, Management Unit
Subscription Agreement, Securityholders Agreement and
Management Agreement attached as exhibits thereto
(incorporated herein by reference to Exhibit (d)(13) to
Schedule TO).
(e)(14) Equity Commitment Letter, dated October 16, 2000, from
Vestar Capital Partners IV, L.P. to V.S.M. Acquisition Corp.
(incorporated herein by reference to Exhibit (d)(14) to
Schedule TO).
</TABLE>
--------------------------
* Previously filed.
+ Filed herewith.
