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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(AMENDMENT NO. 1)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
COMMUNITY CARE OF AMERICA, INC.
(NAME OF ISSUER)
COMMUNITY CARE OF AMERICA, INC.
IHS ACQUISITION XXVI, INC.
INTEGRATED HEALTH SERVICES, INC.
(Name Of Persons Filing Statement)
COMMON STOCK, PAR VALUE $.0025 PER SHARE
(Title Of Class Of Securities)
20363B 10
(CUSIP Number of Class of Securities)
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MARSHALL A. ELKINS, ESQ. DEBORAH A. LAU
EXECUTIVE VICE PRESIDENT CHIEF EXECUTIVE OFFICER
AND GENERAL COUNSEL COMMUNITY CARE OF AMERICA, INC.
IHS ACQUISITION XXVI, INC. 3050 NORTH HORSESHOE DRIVE
INTEGRATED HEALTH SERVICES, INC. SUITE 260
10065 RED RUN BOULEVARD NAPLES, FLORIDA 34104
OWINGS MILLS, MARYLAND 21117 (941) 435-0085
(410) 998-8400
(410) 998-8719 (Fax)
(NAMES, ADDRESSES AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
COPIES TO:
CARL E. KAPLAN, ESQ. LESLIE A. GLEW, ESQ. J. ALLEN MILLER, ESQ.
FULBRIGHT & JAWORSKI L.L.P. SENIOR VICE PRESIDENT CHADBOURNE & PARKE LLP
666 FIFTH AVENUE AND ASSOCIATE 30 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10103 GENERAL COUNSEL NEW YORK, NEW YORK 10112
(212) 318-3000 INTEGRATED HEALTH (212) 408-5100
(212) 752-5958 (Fax) SERVICES, INC. (212) 541-5369 (Fax)
10065 RED RUN BOULEVARD
OWINGS MILLS, MARYLAND 21117
(410) 998-8400
(410) 998-8719 (Fax)
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AUGUST 7, 1997
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
THIS STATEMENT IS FILED IN CONNECTION WITH A TENDER OFFER.
CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
$30,391,204* $6,078.24**
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* For purposes of calculating fee only. This amount assumes the purchase of
7,597,801 shares of Common Stock at $4.00 per share. Such number of shares
represents all outstanding shares as of August 4, 1997.
** The amount of the filing fee, calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934, equals 1/50 of 1% of the
value of the shares to be purchased.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2).
Amount Previously Paid: $6,078.24 Filing Parties: IHS Acquisition XXVI, Inc.,
Integrated Health Services, Inc.
Form or Registration No.: Schedule 14D-1 Date Filed: August 7, 1997
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INTRODUCTION
This Amendment No. 1 (this "Amendment") is filed to supplement and
amend the information set forth in the Rule 13e-3 Transaction Statement on
Schedule 13E-3 filed with the Securities and Exchange Commission on August 7,
1997 (the "Schedule 13E-3") by Integrated Health Services, Inc., a Delaware
corporation ("IHS"), IHS Acquisition XXVI, Inc., a Delaware corporation and a
wholly-owned subsidiary of IHS (the "Purchaser"), and Community Care of America,
Inc., a Delaware corporation (the "Company"). The Schedule 13E-3 and this
Amendment relate to a tender offer by Purchaser for all outstanding shares of
common stock, par value $.0025 per share, of the Company, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated August 7,
1997 (the "Offer to Purchase") and the related Letter of Transmittal, copies of
which are filed as Exhibits (d)(1) and (d)(2) to the Schedule 13E-3. Unless
otherwise indicated, the capitalized terms used herein shall have the meanings
specified in the Offer to Purchase.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 is hereby supplemented and amended by adding the following
information thereto:
The Expiration Date of the Offer which was scheduled for 12:00
midnight, New York City time on Thursday, September 4, 1997 has been extended to
5:00 p.m., New York City time on Thursday, September 18, 1997, unless the Offer
is further extended.
In addition, on September 5, 1997, IHS issued a press release
announcing the extension of the Expiration Date. A copy of the press release
issued by IHS is filed as Exhibit (a)(8) to IHS' and Purchaser's Tender Offer
Statement on Schedule 14D-1 dated August 7, 1997, as amended (the "Schedule
14D-1"), and is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(d)(8) Press Release dated September 5, 1997, issued by Integrated Health
Services, Inc. (incorporated herein by reference to Exhibit (a)(8) to
the Schedule 14D-1).
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SIGNATURES
After due inquiry and to the best of his knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
COMMUNITY CARE OF AMERICA, INC.
By: /s/ Deborah Lau
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Name: Deborah Lau
Title: Chief Executive Officer
INTEGRATED HEALTH SERVICES, INC.
By: /s/ Brian Davidson
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Name: Brian Davidson
Title: Executive Vice
President-Development
IHS ACQUISITION XXVI, INC.
By: /s/ Brian Davidson
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Name: Brian Davidson
Title: Executive Vice
President -- Development
Dated: September 5, 1997
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(d)(8) Press Release dated September 5, 1997, issued by Integrated
Health Services, Inc. (incorporated herein by reference to
Exhibit (a)(8) to the Schedule 14D-1).
