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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(AMENDMENT NO. 2)
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. 2 (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 (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 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The information set forth in paragraphs (a) and (b) of Item 6 of the
Schedule 13E-3 is hereby amended and supplemented by the following information:
On September 15, 1997, IHS entered into a $1.75 billion revolving credit
and term loan facility with Citibank, N.A., as Administrative Agent, and certain
other lenders (the "New Credit Facility") to replace its existing $700 million
revolving credit facility. The New Credit Facility consists of a $750 million
term loan facility (the "Term Facility") and a $1 billion revolving credit
facility, including a $100 million letter of credit subfacility and a $10
million swing line subfacility (the "Revolving Facility"). The Term Facility,
all of which was borrowed on September 17, 1997, matures on December 31, 2004
and will be amortized beginning December 31, 1998 as follows: 1998 - $7.5
million; each of 1999, 2000, 2001 and 2002 - $7.5 million (payable in equal
quarterly installments); 2003 - $337.5 million (payable in equal quarterly
installments); and 2004 - $375 million (payable in equal quarterly
installments). Any unpaid balance will be due on the maturity date. The Term
Facility will bear interest at a rate equal to, at the option of IHS, either (i)
in the case of Eurodollar loans, the sum of (x) one and three-quarters percent
or two percent (depending on the ratio of IHS' Debt (as defined in the New
Credit Facility) to earnings before interest, taxes, depreciation, amortization
and rent, pro forma for any acquisitions or divestitures during the measurement
period (the "Debt/EBITDAR Ratio")) and (y) the interest rate in the London
interbank market for loans in an amount substantially equal to the amount of
borrowing and for the period of borrowing selected by IHS or (ii) the sum of (a)
the higher of (1) Citibank, N.A.'s base rate or (2) one percent plus the latest
overnight federal funds rate plus (b) a margin of one-half percent or
three-quarters of one percent (depending on the Debt/EBITDAR Ratio). The Term
Facility can be prepaid at any time in whole or in part without penalty.
The Revolving Facility will reduce to $800 million on September 30, 2001
and $500 million on September 30, 2002, with a final maturity on September 15,
2004; however, the $100 million letter of credit subfacility and $10 million
swing line subfacility will remain at $100 million and $10 million,
respectively, until final maturity. The Revolving Facility will bear interest at
a rate equal to, at the option of IHS, either (i) in the case of Eurodollar
loans, the sum of (x) between three-quarters of one percent and one and
three-quarters percent (depending on the Debt/EBITDAR Ratio) and (y) the
interest rate in the London interbank market for loans in an amount
substantially equal to the amount of borrowing and for the period of borrowing
selected by IHS or (ii) the sum of (a) the higher of (1) Citibank, N.A.'s base
rate or (2) one percent plus the latest overnight federal funds rate plus (b) a
margin of between zero percent and one-half percent (depending on the
Debt/EBITDAR Ratio). Amounts repaid under the Revolving Facility may be
reborrowed prior to the maturity date.
The New Credit Facility limits IHS' ability to incur indebtedness or
contingent obligations, to make additional acquisitions, to sell or dispose of
assets, to create or incur liens on assets, to pay dividends, to purchase or
redeem IHS' stock and to merge or consolidate with any other person. In
addition, the New Credit Facility requires that IHS meet certain financial
ratios, and provides the banks with the right to require the payment of all
amounts outstanding under the facility, and to terminate all commitments
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under the facility, if there is a change in control of IHS or if any person
other than Dr. Robert N. Elkins, IHS' Chairman and Chief Executive Officer, or a
group managed by Dr. Elkins, owns more than 40% of IHS' stock. The New Credit
Facility is guaranteed by all of IHS' subsidiaries (other than inactive
subsidiaries) and secured by a pledge of all of the stock of substantially all
of IHS' subsidiaries.
The New Credit Facility replaced IHS' $700 million credit facility (the
"Prior Credit Facility"). As a result, IHS anticipates that it will record an
extraordinary loss on extinguishment of debt of approximately $2.4 million (net
of related tax benefit of approximately $1.6 million) in the third quarter of
1997 resulting from the write-off of deferred financing costs of $4.0 million
related to the Prior Credit Facility.
IHS intends to use the proceeds from the Term Facility, as well as the
proceeds from its sale of $500 million principal amount of its 9 1/4% Senior
Subordinated Notes due 2008, to pay the purchase price for the shares of the
Company's Common Stock tendered in the Offer.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 is hereby supplemented and amended by adding the following
information thereto:
The Expiration Date of the Offer, as extended, which was scheduled for 5:00
p.m., New York City time, on Thursday, September 18, 1997, has been extended to
5:00 p.m., New York City time, on Thursday, September 25, 1997, unless the Offer
is further extended.
In addition, on September 18, 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)(9) 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.
(a)(2) $1,750,000,000 Revolving Credit and Term Loan Agreement, dated as of
September 15, 1997, among Integrated Health Services, Inc., the
lenders named therein, Citibank, N.A., as administrative agent, The
Toronto-Dominion Bank, as documentation agent, and Citicorp
Securities, Inc., as arranger (incorporated by reference to Exhibit 10
to the Current Report on Form 8-K, dated September 15, 1997, of
Integrated Health Services, Inc.).
(d)(9) Press Release, dated September 18, 1997, issued by Integrated Health
Services, Inc. (incorporated herein by reference to Exhibit (a)(9) 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 22, 1997
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a)(2) $1,750,000,000 Revolving Credit and Term Loan Agreement, dated as
of September 15, 1997, among Integrated Health Services, Inc., the
lenders named therein, Citibank, N.A., as administrative agent,
The Toronto-Dominion Bank, as documentation agent, and Citicorp
Securities, Inc., as arranger (incorporated by reference to
Exhibit 10 to the Current Report on Form 8-K, dated September 15,
1997, of Integrated Health Services, Inc.).
(d)(9) Press Release, dated September 18, 1997, issued by Integrated
Health Services, Inc. (incor- porated herein by reference to
Exhibit (a)(9) to the Schedule 14D-1).
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