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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 3/FINAL)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.1)
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Suburban Ostomy Supply Co., Inc.
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(NAME OF SUBJECT COMPANY)
Inva Acquisition Corp.
Invacare Corporation
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(BIDDERS)
Common Stock, No Par Value
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(TITLE OF CLASS OF SECURITIES)
864471 10 7
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(CUSIP NUMBER OF CLASS OF SECURITIES)
Thomas R. Miklich, Esq.
Chief Financial Officer, General Counsel,
Treasurer and Corporate Secretary
Invacare Corporation
One Invacare Way
Elyria, Ohio 44036
(440) 329-6000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPIES TO:
Dale C. LaPorte, Esq.
Calfee, Halter & Griswold LLP
1400 McDonald Investment Center
800 Superior Avenue
Cleveland, Ohio 44114
(216) 622-8200
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<TABLE>
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CUSIP NO. 864471 10 7 14D-1 AND 13D PAGE ______ OF _____ PAGES
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<S> <C>
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Inva Acquisition Corp.
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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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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON*
10,486,248
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 91.8% of the Shares outstanding on a fully diluted basis as of
January 22, 1998.
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10 TYPE OF REPORTING PERSON
CO
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</TABLE>
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<TABLE>
<CAPTION>
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CUSIP NO. 864471 10 7 14D-1 AND 13D PAGE ______ OF _____ PAGES
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<S> <C>
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Invacare Corporation
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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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4 SOURCE OF FUNDS*
WC, BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON*
10,486,248
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 91.8% of the Shares outstanding on a fully diluted basis
as of January 22, 1998.
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10 TYPE OF REPORTING PERSON
CO
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</TABLE>
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This Amendment No. 3/Final amends the combined Tender Offer Statement
on Schedule 14D-1 and Statement on Schedule 13D initially filed on December 22,
1997, as amended (the "Statement") by Invacare Corporation, an Ohio corporation
(the "Parent"), and its wholly owned subsidiary Inva Acquisition Corp., a
Massachusetts corporation (the "Purchaser"), relating to the Purchaser's tender
offer for all of the outstanding shares of common stock, no par value, of
Suburban Ostomy Supply Co., Inc., a Massachusetts corporation (the "Company").
Unless otherwise defined herein, all capitalized terms used herein shall have
the respective meanings given such terms in the Statement.
This Amendment No.3 reports the expiration of the Offer. This Amendment
No.3 also constitutes an amendment to the Statement on Schedule 13D with respect
to the acquisition by the Purchaser and Parent of beneficial ownership of the
Shares.
Item 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 of the Schedule 14D-1 is hereby amended and supplemented by the
following:
At midnight, New York City time, on Thursday, January 22, 1998, the
Offer expired. Based on the Depositary's report approximately 10,486,248 Shares
were tendered pursuant to the Offer, of which 79,501 were tendered pursuant to
notices of guaranteed delivery. On January 23, 1998, effective as of 12:01 a.m.,
all Shares validly tendered and not withdrawn prior to the expiration of the
Offer were accepted for payment. The acceptance for payment resulted in
Purchaser owning approximately 99.5 percent of the outstanding Shares (91.8
percent on a fully diluted basis). A copy of a press release of Parent
announcing the expiration of the Offer and the acceptance of validly tendered
Shares is attached hereto as Exhibit (a)(10) and is incorporated herein by
reference in its entirety.
Item 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(10) Text of Press Release dated January 23, 1998, issued by Parent.
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SIGNATURES
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.
Dated: January 23, 1998
INVA ACQUISITION CORP.
By:
/s/ Thomas R. Miklich
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Name: Thomas R. Miklich
Title: Treasurer
INVACARE CORPORATION
By:
/s/ Thomas R. Miklich
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Name: Thomas R. Miklich
Title: Chief Financial Officer, General Counsel,
Treasurer and Corporate Secretary
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EXHIBIT INDEX
Exhibit No Exhibit Name Page Number
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(a)(10) Text of Press Release dated January 23, 1998,
issued by Parent.
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Exhibit (a)(10)
[INVACARE LOGO]
INVESTOR INQUIRIES:
Thomas R. Miklich
Chief Financial Officer
(440) 329-6111
MEDIA INQUIRIES:
Susan A. Elder
Manager
Corporate Communications
(440) 329-6549
NEWS RELEASE
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INVACARE ANNOUNCES SUCCESSFUL COMPLETION OF SUBURBAN OSTOMY TENDER OFFER
COMBINED COMPANIES STRENGTHEN INVACARE'S INDUSTRY-LEADING ONE STOP SHOPPING(SM)
PROGRAM WHICH DELIVERS TOTAL LOWEST COST TO HME PROVIDER
ELYRIA, OHIO -- (JANUARY 23, 1998) -- Invacare Corporation, (NASDAQ:IVCR)
announced today that the offer by its wholly owned subsidiary, Inva Acquisition
Corp., to purchase for cash all of the outstanding shares of common stock of
Suburban Ostomy Supply Co., Inc. (NASDAQ:SOSC) at a price of $11.75 per share,
expired at midnight yesterday.
Based on a preliminary count, 10,486,248 shares were tendered and accepted
for payment, including 79,501 shares submitted by notice of guaranteed
delivery. The acceptance of these shares results in Invacare's ownership of
approximately 99.5 percent of the outstanding stock of Suburban. Accordingly,
Invacare can now effect a merger of Suburban into Inva Acquisition Corp.,
without prior notice to or any other action by, any other stockholder of
Suburban.
"We are pleased to have completed this significant transaction," said A.
Malachi Mixon, III, chairman and chief executive officer of Invacare
Corporation. "Suburban complements Invacare's industry-leading One Stop
Shopping(SM) strategy, and its product lines present a $1 billion market
opportunity for Invacare to further serve the non-acute provider channel.
Disposable medical supplies can represent as much as 20 percent of a provider's
revenues. Plans are already underway for the integrated company to leverage
customer relationships by combining Invacare's field sales and Suburban's
inside sales organizations. In a rapidly evolving health care environment that
demands increased efficiency, the combined companies create an organization
capable of lowering our customer's operating costs and increasing their cash
flow," he added.
-more-
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Invacare, Suburban Complete Merger - Add One
Herb Gray, Suburban's chief executive officer said, "We are very pleased
to become part of the Invacare family. Suburban and its management have a high
regard for Invacare's growth and accomplishments in serving the home health care
equipment market. We look forward to reaping the benefits achieved though the
addition of Invacare's comprehensive line of medical equipment."
Suburban now becomes a core strategic business to Invacare and will be run
as a separate operating group by the current management team, who are based in
Holliston, MA.
Invacare also announced today that it is starting the process of
identifying potential purchasers for a very small segment of Suburban's
business which bills third-party payors directly. This segment is part of the
Peiser's division of Suburban. No time frame has yet been determined for the
completion of such a transaction.
"Our corporate policy is to sell solely through providers, and this same
policy will apply to Suburban," said Mixon.
Suburban Ostomy Supply Co., Inc. is a direct marketing wholesaler of
medical supplies and related products to the home health care industry. The
company sells products to over 23 home health care providers. Through its direct
sales and marketing programs, the company markets a comprehensive selection of
more than 7,000 stock keeping units, which are primarily products for ostomy,
incontinence, diabetic and wound care.
Invacare Corporation is the world's leading manufacturer and distributor
of home health care products and mobility products for people with disabilities.
The company's headquarters are in Elyria, Ohio, with manufacturing plants in
the United States, Australia, Canada, Germany, France, Mexico, New Zealand,
Portugal, Switzerland and the United Kingdom. Products are distributed though
more than 10,000 professional home care providers, institutions and retail
outlets.
This press release contains forward-looking statements based on current
expectations which are covered under the "safe harbor" provision within the
Private Securities Litigation Reform Act of 1995. Actual results and events
related to the acquisition may differ from those anticipated as a result of
risks and uncertainties which include, but are not limited to, the effective
integration of Suburban and its recent acquisitions and the overall economic,
market and industry conditions, as well as the risks described from time to
time in Invacare's and Suburban's reports as filed with the Securities and
Exchange Commission, including their most recently filed Form 10-K reports.
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