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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)
IN HOME HEALTH, INC.
(Name of Issuer and Person Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
453222 10 1
(CUSIP Number of Class of Securities)
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JUDY M. FIGGE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
IN HOME HEALTH, INC.
CARLSON CENTER, SUITE 500
601 LAKESHORE PARKWAY
MINNETONKA, MN 55305-5214
(612) 449-7500
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
COPY TO:
RICHARD D. MCNEIL, ESQ.
LINDQUIST & VENNUM P.L.L.P.
4200 IDS CENTER
MINNEAPOLIS, MN 55402
(612) 371-3211
SEPTEMBER 20, 1995
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION (1) AMOUNT OF FILING FEE
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$21,896,000 $4,380
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/ / CHECK BOX IF PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11 (A)(2) AND
IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
OR SCHEDULE AND THE DATE OF ITS FILING.
Amount previously paid: Not Applicable Filing Party: Not Applicable
Form or registration no.: Not Applicable Date filed: Not Applicable
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(1) Assumes purchase of 6,440,000 shares at $3.40 per share.
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ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer of the securities to which this statement relates
is In Home Health, Inc., a Minnesota corporation (the "Company"). The address of
its principal executive office is Carlson Center, Suite 500, 601 Lakeshore
Parkway, Minnetonka, Minnesota 55305-5214 (telephone number (612) 449-7500).
(b) Information with respect to the exact number of shares of the Company's
Common Stock, par value $.01 per share (such shares, together with all other
outstanding shares of Common Stock of the Company, are herein referred to as
"Shares"), being sought and the consideration being offered therefor is
incorporated herein by reference to Section 1, "Number of Shares; Proration;
Extension of Offer," of the Offer to Purchase, dated September 20, 1995 (the
"Offer to Purchase"), filed as Exhibit (a)(2) hereto. As of September 18, 1995,
there were 16,143,230 Shares outstanding. Some executive officers and directors
of the Company have advised the Company that they may tender all or a portion of
their Shares pursuant to the offer to which this statement relates (the
"Offer").
(c) Information with respect to the principal market for and price range of
the Shares is incorporated herein by reference to Section 6, "Price Range of
Shares; Dividends," of the Offer to Purchase.
(d) Not Applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in Section 8, "Source and Amount of Funds," of
the Offer to Purchase is incorporated herein by reference.
(b) Not Applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a)-(j) Information with respect to the purpose of the Offer, the planned
disposition of the Shares in the Offer and the possible results of the Offer is
incorporated herein by reference to the Letter to the Holders of Common Stock of
the Company, "Background, Purpose of the Offer and Source of Funds," Section 7,
"Certain Effects of the Offer," and Section 9, "Certain Information Concerning
the Company," of the Offer to Purchase.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information in Section 9, "Certain Information Concerning the Company"
and Section 10, "Transactions and Agreements Concerning the Shares" of the Offer
to Purchase is incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
Other than as set forth in the Securities Purchase and Sale Agreement, dated
as of May 2, 1995 and as amended to August 3, 1995, between the Company and
Manor Healthcare Corp. (the "Purchase Agreement") and the agreements provided
for thereto, neither the Company nor, to the Company's knowledge, any of its
executive officers or directors is a party to any material contract,
arrangement, understanding or relationship between them and the Company relating
to the Offer.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in Section 14, "Fees and Expenses" of the Offer to
Purchase is incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a) The information set forth in Section 9, "Certain Information Concerning
the Company" of the Offer to Purchase and Exhibits (g) and (h) hereto is
incorporated herein by reference.
(b) The PRO FORMA data set forth in Section 9, "Certain Information
Concerning the Company" of the Offer to Purchase is incorporated herein by
reference.
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ITEM 8. ADDITIONAL INFORMATION.
(a)Other than as set forth in the Purchase Agreement, there is no present or
proposed material contract, arrangement, understanding or relationship
between the Company and any of its executive officers, directors or affiliates
respecting the Offer. The information set forth in Section 7, "Certain Effects
of the Offer" is incorporated herein by reference.
(b)There are no applicable regulatory requirements which must be complied
with in connection with the Offer. The information set forth in
"Background, Purpose of the Offer and Source of Funds" of the Offer to Purchase
is incorporated herein by reference.
(c)Not Applicable.
(d)Not Applicable.
(e)Not Applicable.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Press Release, dated September 20, 1995;
(2) Offer to Purchase, dated September 20, 1995;
(3) Letter, dated September 20, 1995, from Judy M. Figge, President and
Chief Executive Officer of the Company, to the stockholders of the
Company;
(4) Letter, dated September 20, 1995, from Hambrecht & Quist LLC (Dealer
Manager) to brokers, dealers, commercial banks, trust companies and
nominees;
(5) Form of Letter to Clients;
(6) Letter of Transmittal;
(7) Notice of Guaranteed Delivery;
(8) Form of proposed advertisement to be printed in THE WALL STREET
JOURNAL on Wednesday, September 20, 1995;
(9) Letter, dated September 20, 1995, from Judy M. Figge, President and
Chief Executive Officer of the Company, to Employee Stock Purchase
Plan Participants; and
(10)Letter, dated September 20, 1995, from Judy M. Figge, President and
Chief Executive Officer of the Company, to Company Stock Option
Holders.
(b)Not Applicable.
(c)The Purchase Agreement, dated May 2, 1995 and as amended to August 3,
1995, between the Company and Manor Healthcare Corp.
(d)Not Applicable.
(e)Not Applicable.
(f)Not Applicable.
(g)Audited financial statements for fiscal years 1993 and 1994, set forth on
pages 9 through 27 of the Company's Annual Report on Form 10-K/A
(Amendment No. 2 to Form 10-K) for the fiscal year ended September 30, 1994.
(h)Interim unaudited balance sheets and comparative year-to-date statements
of income and of changes in financial position, set forth on pages 2
through 8 of the Company's Quarterly Reports on Forms 10-Q and, as amended,
10-Q/A, for the periods ended December 31, 1994 and March 31, 1995,
respectively, and pages 2 through 10 of the Forms 10-Q and, as amended, 10-Q/A
for the period ended June 30, 1995.
(i)Current Report on Form 8-K filed May 4, 1995.
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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.
IN HOME HEALTH, INC.
By:
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Its President and Chief Executive
Officer
September 20, 1995
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EXHIBIT INDEX
(a) (1) Press Release, dated September 20, 1995;
(2) Offer to Purchase, dated September 20, 1995;
(3) Letter, dated September 20, 1995, from Judy M. Figge, President and
Chief Executive Officer of the Company, to the stockholders of the
Company;
(4) Letter, dated September 20, 1995, from Hambrecht & Quist LLC (Dealer
Manager) to brokers dealers, commercial banks, trust companies and
nominees;
(5) Form of Letter to Clients;
(6) Letter of Transmittal;
(7) Notice of Guaranteed Delivery;
(8) Form of proposed advertisement to be printed in THE WALL STREET JOURNAL
on Wednesday, September 20 1995;
(9) Letter, dated September 20, 1995, from Judy M. Figge, President and
Chief Executive Officer of the Company, to Employee Stock Purchase Plan
Participants; and
(10) Letter, dated September 20, 1995, from Judy M. Figge, President and
Chief Executive Officer of the Company, to Company Stock Option Holders.
(c) Securities Purchase and Sale Agreement, dated as of May 2, 1995 and as
amended to August 3, 1995, between the Company and Manor Healthcare Corp.
(g) Audited financial statements for fiscal years 1993 and 1994, set forth on
pages 9 through 27 of the Company's Annual Report on Form 10-K/A (Amendment
No. 2 to Form 10-K) for the fiscal year ended September 30, 1994.
(h) Interim unaudited balance sheets and comparative year-to-date statements of
income and of changes in financial position, set forth on pages 2 through 7
of the Company's Quarterly Reports on Forms 10-Q and, as amended, Form
10-Q/A, for the periods ended December 31, 1994 and March 31, 1995,
respectively, and on pages 2 through 10 of Forms 10-Q and, as amended,
10-Q/A for the period ended June 30, 1995.
(i) Current Report on Form 8-K filed May 4, 1995.
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