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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2)
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
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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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This Amendment No.2 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.
Item 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a) and (b) The information set forth in Section 11-- "Contacts with
the Company; Background of the Offer" of the Offer to Purchase is hereby amended
and supplemented by deleting the seventh, eighth and ninth paragraphs of said
section and replacing such paragraphs with the following language:
Subsequent to this meeting, Parent conducted further financial analysis
regarding the Company and the costs and synergies associated with an acquisition
of the Company. On November 4, 1997, Parent received a letter from Bear Stearns
on behalf of the Company requesting a formal proposal for the purchase of the
Company and enclosing a preliminary draft form of Merger Agreement. Bear Stearns
advised Parent that the Company sought proposals in a valuation range of at
least $12.00 per share. In a telephone conversation with a Bear Stearns
representative on or about November 10, 1997, Mr. Miklich advised the
representative that Parent would not be willing to submit an acquisition
proposal at a price of $12.00 or more per share.
On November 18, 1997, Mr. Miklich received a telephone call from a Bear
Stearns representative indicating that a proposal approximating $12.00 per share
might be acceptable to the Company. Parent's Board of Directors was meeting that
day, and Parent reviewed its financial analysis of the Company with its Board.
Management recommended, and the Board approved, an offer to acquire the Company
for a cash purchase price of $11.75 per share. The Board's decision was
communicated to Bear Stearns and confirmed in a letter dated November 20, 1997.
Parent indicated to Bear Stearns that its proposal was conditioned upon an
acceptable due diligence review and certain other conditions including an
appropriate termination fee.
The final purchase price reflected in Parent's proposal was based on
its assessment of the Company's value to it. The final price was determined by
Parent on the basis of the due diligence it had conducted to date, its prior
discussions with the Company and its assessment of the strategic benefits
associated with the transaction. Parent had previously informed the Company that
it was not willing to pay $12.00 per share for the Company, and during
negotiations conducted prior to the execution of the letter agreement between
the parties on November 24, 1997 described below, Parent advised the Company
that it was not willing to pay more than $11.75 per share for the Company.
Discussions concerning valuation matters subsequent to November 24, 1997 focused
on confirming that, from Parent's perspective, the valuation of the Company
implicit in its $11.75 per share proposal was not excessive.
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On November 24, 1997, Parent and the Company executed a letter
agreement providing that, until December 15, 1997, the Company would negotiate
exclusively with Parent concerning a proposed sale of the Company. From time to
time during the course of the next several weeks, representatives of Parent and
representatives of the Company discussed the Company's business, results of
operations, financial condition and future prospects as part of Parent's effort
to determine that its $11.75 per share offer was not excessive. The parties also
continued to discuss generally the terms and conditions of a possible
transaction.
Item 10. ADDITIONAL INFORMATION
(f) The first paragraph of Section 14 of the Offer to Purchase,
entitled "Certain Conditions of the Offer," is hereby amended and restated in
its entirety as follows:
Notwithstanding any other provision of the Offer or the Merger
Agreement, and subject to any applicable rules and regulations of the
Commission, including Rule 14e-1(c) relating to Purchaser's obligation to pay
for or return tendered shares after termination of the Offer, Purchaser shall
not be required to accept for payment or pay for any shares of Company Common
Stock tendered pursuant to the Offer and may terminate the Offer at any time
after January 31, 1998, if (i) the Minimum Condition has not been satisfied by
the Expiration Date; (ii) any applicable waiting period under the HSR Act has
not expired or terminated; or (iii) at any time after the date of the Merger
Agreement, and before the Expiration Date, any of the following events shall
occur and be continuing:
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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 20, 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
