SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934)
(AMENDMENT NO. 1 -- FINAL AMENDMENT)
INTEGRATED HEALTH SERVICES, INC.
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(NAME OF ISSUER)
ROTECH MEDICAL CORPORATION
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(NAME OF PERSON(S) FILING STATEMENT)
5 1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2003 OF ROTECH MEDICAL
CORPORATION
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(TITLE OF CLASS OF SECURITIES)
778901 AB 4
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(CUSIP NUMBER OF CLASS OF SECURITIES)
MARSHALL A ELKINS, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
INTEGRATED HEALTH SERVICES, INC.
10065 RED RUN BOULEVARD
OWINGS MILLS, MARYLAND 21117
(410) 998-8400
(410) 998-8500 (FAX)
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(NAME,ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE
PERSON(S) FILING STATEMENT)
COPIES TO:
Carl E. Kaplan, Esq. LESLIE A. GLEW, ESQ.
Fulbright & Jaworski L.L.P. INTEGRATED HEALTH SERVICES, INC.
666 Fifth Avenue 10065 RED RUN BOULEVARD
New York, New York 10103 OWINGS MILLS, MARYLAND 21117
(212) 318-3000 (410) 998-8573
(212) 752-5958 (FAX) (410) 998-8500 (FAX)
NOVEMBER 5, 1997
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(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
<PAGE>
INTRODUCTION
This Amendment No. 1 to the Schedule 13E-4 (the "Schedule 13E-4"),
which constitutes the Final Amendment to the Schedule 13E-4 (the "Final
Amendment"), is filed by RoTech Medical Corporation ("RoTech"), a Florida
corporation and wholly owned subsidiary of Integrated Health Services, Inc.
("IHS"), in connection with the change of control offer (the "Offer") by RoTech
to purchase for cash, on the terms and subject to the conditions set forth in
the Change of Control Notice and Offer to Purchase dated November 5, 1997 and
the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1)
and (a)(2) to the Schedule 13E-4, all of the outstanding 5 1/4% Convertible
Subordinated Debentures due 2003 of RoTech (the "Debentures"). The Offer was
terminated at 5:00 p.m., New York City time, on December 5, 1997.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Item 4 is hereby amended by adding the following paragraph:
The Offer was terminated at 5:00 p.m., New York City time, on December
5, 1997. According to PNC Bank, Kentucky, Inc., the depositary for the Offer,
there was validly tendered pursuant to the Offer $107,836,000 aggregate
principal amount of Debentures, representing 98% of the outstanding Debentures.
Pursuant to the Offer, RoTech has accepted for payment all such Debentures
validly tendered in accordance with the terms of the Offer.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is hereby supplemented and amended by adding the following
information thereto.
The Expiration Date of the Offer, which was scheduled for 5:00 p.m.
New York City time on Thursday, December 4, 1997, has been extended to 5:00 p.m.
New York City time on Friday, December 5, 1997. In addition, on December 5,
1997, IHS issued a press release announcing the extension of the Expiration
Date. The information set forth in such press release, which is filed as Exhibit
(a)(6) hereto, is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(6) Press Release dated December 5, 1997, issued by Integrated
Health Services, Inc.
<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.
ROTECH MEDICAL CORPORATION
By: /s/ W. Bradley Bennett
------------------------
Name: W. Bradley Bennett
Title: Executive Vice President--
Chief Accounting Officer
Date: December 15, 1997
MACKENZIE PARTNERS, INC.
[LETTERHEAD]
FOR IMMEDIATE RELEASE
Contact: Mark Harnett
MacKenzie Partners, Inc.
(212) 929-5877
ROTECH MEDICAL CORPORATION EXTENDS TENDER OFFER
FOR 5 3/4% CONVERTIBLE SUBORDINATED DEBENTURES
New York, New York - (December 5, 1997)-RoTech Medical Corporation, a
wholly owned subsidiary of Integrated Health Services, Inc. (NYSE: IHS)
announced today that it has extended its offer to purchase at the Repurchase
Price (as defined in the Change of Control Notice and Offer to Purchase dated
November 5, 1997) any and all of its outstanding 5 1/4% Convertible Subordinated
Debentures due 2003 until 5:00 p.m., New York City time, on Friday, December 5,
1997, unless further extended in the manner described in the Change of Control
Notice and Offer to Purchase dated November 5, 1997. The offer had been
scheduled to expire at 5:00 p.m., New York City time, on Thursday, December 4,
1997. Through such date, including Guarantees of Delivery, approximately
$106,691,000 aggregate principle amount or more than 96% of the Debentures had
been validly tendered and not withdrawn.
Rotech Medical Corporation became a wholly owned subsidiary of
Integrated Health Services, Inc., as a result of a merger which occurred on
October 21, 1997.
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