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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(AMENDMENT NO. 3)
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)
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(NAMES, ADDRESSES AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
COPIES TO:
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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. 3 (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, as
amended by Amendment No. 1 filed on September 8, 1997 and Amendment No. 2 filed
on September 22, 1997 (as amended, 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 10. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in paragraphs (a) and (b) of Item 10 of the
Schedule 13E-3 is hereby amended and supplemented by the following information:
The Offer, as extended, expired at 5:00 p.m., New York City time, on
September 25, 1997. According to a preliminary count by Citibank, N.A., the
depositary for the Offer, as of 5:00 p.m., New York City time, on September 25,
1997, there were validly tendered pursuant to the Offer 7,255,691 Shares
(including 3,920 Shares tendered pursuant to the procedures for guaranteed
delivery set forth in the Offer to Purchase), representing approximately 95.5%
of the total number of Shares currently outstanding. Pursuant to the Offer, the
Purchaser has accepted for payment all such Shares validly tendered in
accordance with the terms of the Offer. Because the Purchaser owned at least 90%
of the outstanding Shares, the Merger was consummated, effective at 6:00 p.m. on
September 25, 1997, without a stockholder vote in accordance with the Delaware
GCL.
The information set forth in the press release issued by IHS on September
25, 1997 is incorporated herein by reference and is filed as Exhibit (d)(10) to
this Amendment.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 is hereby supplemented and amended by adding the following
information thereto:
The information set forth in the press release issued by IHS on September
25, 1997 is incorporated herein by reference and is filed as Exhibit (d)(10) to
this Amendment.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(d)(10) Press Release, dated September 25, 1997, issued by Integrated Health
Services, Inc. (incorporated herein by reference to Exhibit (a)(10)
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 29, 1997
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(d)(10) Press Release, dated September 25, 1997, issued by Integrated
Health Services, Inc. (incorporated herein by reference to
Exhibit (a)(10) to the Schedule 14D-1).
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