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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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IN HOME HEALTH, INC.
(Name of Subject Company and Person Filing Statement)
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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)
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Copy to:
RICHARD D. McNEIL, ESQ.
Lindquist & Vennum P.L.L.P.
4200 IDS Center
Minneapolis, MN 55402
(612) 371-3211
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ITEM 1. SECURITY AND SUBJECT COMPANY
The name of the subject company is In Home Health, Inc., a Minnesota
corporation (the "Company"), and the address of the principal executive office
of the Company is Carlson Center, Suite 500, 601 Lakeshore Parkway, Minnetonka,
Minnesota 55305-5214. The title of the class of equity securities to which this
Statement relates is the common stock, par value $.01 per share (the "Common
Stock"), of the Company (the "Shares").
ITEM 2. TENDER OFFER OF THE BIDDER
This statement relates to the self-tender offer disclosed in an Issuer
Tender Offer Statement on Schedule 13E-4, dated September 20, 1995 (the
"Schedule 13E-4"), of the Company to purchase up to 6,440,000 Shares of its
outstanding Common Stock at a price of $3.40 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated September 20, 1995 (the "Offer to Purchase") and the related
Letter of Transmittal (both of which, together with any amendments or
supplements thereto, collectively constitute the "Offer").
The Offer is being made by the Company pursuant to a Securities Purchase and
Sale Agreement, dated as of May 2, 1995 (the "Purchase Agreement"), between the
Company and Manor Healthcare Corp. ("Manor Healthcare"), a Delaware corporation
and wholly-owned subsidiary of Manor Care, Inc., a publicly-held corporation
pursuant to which the Company has agreed to purchase approximately 40% of its
Shares. After completion of the Offer, upon the terms and subject to the
conditions set forth in the Purchase Agreement, and in accordance with the
Minnesota Business Corporation Law (the "MBCL"), Manor Healthcare will invest
approximately $41.9 million in various securities of the Company, including
Series A Preferred Stock, a warrant for the purchase of additional Common Stock
and Common Stock of the Company (the "Investment"). Of the total Investment,
approximately $21.9 million will be used by the Company to purchase its Shares
in the Offer. The Investment by Manor Healthcare is contingent upon a minimum of
5,635,000 Shares being tendered and repurchased by the Company.
A complete discussion of the terms and conditions of the Offer and the
Investment is set forth in the Company's Schedule 13E-4, including the Purchase
Agreement attached thereto as Exhibit (c), all of which is incorporated herein
by reference.
The Securities and Exchange Commission has requested that Manor Healthcare
file a Tender Offer Statement on Schedule 14D-1 in connection with the Offer.
According to the Schedule 14D-1, the address of the principal executive offices
of Manor Healthcare and Manor Care, Inc. is 10750 Columbia Pike, Silver Spring,
Maryland 20901.
ITEM 3. IDENTITY AND BACKGROUND
(a) The name and business address of the Company, which is the person filing
this statement, are set forth in Item 1 above.
(b) Each material contract, agreement, arrangement and understanding between
the Company or its affiliates and (i) its executive officers, directors or
affiliates, and (ii) Manor Healthcare, or its executive officers, directors or
affiliates is included among the 'Transaction Documents' defined on page 3 of
the Purchase Agreement referred to above and incorporated herein by reference.
The Transaction Documents are further described in the Company's Proxy
Statement, filed on Schedule 14A (the "Schedule 14A") for a Special Meeting of
Stockholders to be held on October 23, 1995 (the "Proxy Statement"), under the
sections entitled "Description of the Investment by Manor Healthcare -- Purchase
of Series a Preferred Stock, -- Stock Purchase Warrant, -- Registration Rights
Agreement," "Description of the Purchase Agreement -- Purchase and Sale of
Securities," and "Changes to Company Management -- Management Personnel --
Employment Agreements." The Schedule 14A, including the Proxy Statement and
sections referenced above and the Purchase Agreement attached thereto as
Appendix I, is incorporated herein by reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(a) and (b) RECOMMENDATION OF THE BOARD OF DIRECTORS; BACKGROUND; REASONS
FOR RECOMMENDATION. The person filing this statement is the subject Company. The
Board of Directors of the Company
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has approved the Purchase Agreement and the transactions contemplated thereby
and has determined that each of the Offer and consummation of the Purchase
Agreement is fair to, and in the best interests of, holders of Shares. The
Company is making no recommendation and is not advising the holders of the
securities being sought to accept or reject the Offer or to take other action
with respect to the Offer. A complete discussion of the recommendation of the
Board of Directors, the background of the investment proposals and the reasons
for the Directors recommendations regarding the Investment by Manor Healthcare
can be found in the Proxy Statement included in the Company's Schedule 14A under
the captions entitled "Investment Proposals -- Background of the Investment
Proposals" and "-- Board of Directors Analysis and Recommendation." The Board of
Directors recommendations with respect to the Offer can be found at the fourth
full paragraph on page 2 and paragraph 6 on page 4 of the Offer to Purchase
attached as Exhibit (a)(2) to the Schedule 13E-4, paragraph 2 of the letter to
shareholders attached as Exhibit (a)(3) to the Schedule 13E-4 and paragraph 4 on
page 2 of the Notice of Offer attached as Exhibit (a)(8) to the Schedule 13E-4.
The Schedule 13E-4, including the foregoing Exhibits, is incorporated herein by
reference.
A copy of the written opinion of Hambrecht & Quist LLC provided to the Board
of Directors of the Company in connection with the Investment and Offer and
containing the assumptions made, matters considered and the scope of the review
undertaken in rendering such opinion is included in the Schedule 14A as Appendix
III to the Proxy Statement and is incorporated by reference. The full text of
Hambrecht & Quist's opinion should be read in conjunction with this Statement.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
(a) HAMBRECHT & QUIST, LLC
Pursuant to an engagement letter dated September 19, 1994, as supplemented
by a letter dated May 31, 1995 (the "Engagement Letter"), the Company engaged
Hambrecht & Quist LLC ("H&Q") to act as its financial advisor in connection with
a possible business combination. Under the terms of the Engagement Letter, the
Company has agreed to pay H&Q a retainer of $60,000 and a fee (the "Fairness
Opinion Fee") of $250,000, paid in connection with the delivery of an opinion as
to the fairness from a financial point of view of the Investment to the Company
and its stockholders. The Company has also agreed to pay H&Q a transaction fee
of $950,000, against which the Fairness Opinion Fee will be credited, upon
closing of the Purchase Agreement. In addition, pursuant to a Dealer Manager
Agreement dated September 13, 1995, the Company has engaged H&Q to act as dealer
manager in connection with the Offer and has agreed to pay H&Q a fee of $250,000
for such services. The Company has agreed to indemnify H&Q against certain
liabilities, including liabilities under the federal securities laws or relating
to or arising out of H&Q's engagement as financial advisor or services as dealer
manager and related matters. The Company has also agreed to pay H&Q a
nonaccountable expense allowance of $250,000 in connection with its services
related to the Investment and its fairness opinion and to reimburse certain
accountable expenses related to H&Q's services as dealer manager.
H&Q, as part of its investment banking services, is regularly engaged in the
valuation of businesses and their securities in connection with mergers and
acquisitions, corporate restructurings, strategic alliances, negotiated
underwritings, secondary distributions of listed and unlisted securities,
private placements and valuations for corporate and other purposes. H&Q may in
the future provide additional investment banking or other financial advisory
services to the Company.
A copy of the written opinion of H&Q provided to the Board of Directors of
the Company in connection with the Investment and the Offer and containing the
assumptions made, matters considered and the scope of the review undertaken in
rendering such opinion is included in the Schedule 14A as Appendix III to the
Proxy Statement and is incorporated herein by reference. The full text of H&Q's
opinion should be read in conjunction with this Statement.
(b) D. F. KING & CO., INC.
The Company has also retained D.F. King & Co., Inc. ("King") as Information
Agent to assist the Company with its communications with stockholders with
respect to, and to provide other services to
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the Company in connection with, the Offer. The Company will pay King reasonable
and customary compensation for its services and will reimburse King for its
reasonable out-of-pocket expenses, including fees and expenses of counsel,
incurred in connection with the Offer.
(c) Except as set forth above, neither the Company nor any person acting on
its behalf has or currently intends to employ, retain or compensate any person
to make solicitations or recommendations to the stockholders of the Company on
its behalf with respect to the Offer.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) Attached hereto as Exhibit 1 is a list of all transactions in the Shares
effected during the past 60 days by the Company and its executive officers and
directors. Except as described in the Offer to Purchase respecting the
Investment by Manor Healthcare (see Section 9, "Certain Information Concerning
the Company") and except as set forth on Exhibit 1 attached hereto, neither the
Company nor, to its knowedge, any of its executive officers or directors or any
associate of any such officer or director has engaged in any transactions
involving the Shares during the 60 days preceding the date hereof.
(b) To the best of the Company's knowledge, some or all of the executive
officers or directors of the Company may tender all or a portion of their shares
in connection with the Offer.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
(a) Other than as set forth herein or on Schedules 13E-4 and 14A
incorporated herein by reference, the Company is not engaged in any negotiation
in response to the Offer which relates to or would result in (i) an
extraordinary transaction, such as a merger or reorganization, involving the
Company; (ii) a purchase, sale or transfer of a material amount of assets by the
Company; (iii) a tender offer for or other acquisition of securities by or of
the Company; or (iv) any material change in the present capitalization or
dividend policy of the Company.
(b) Other than as set forth herein, there are no transactions, Board of
Directors resolutions, agreements in principle or signed contracts in response
to the Offer that relate to or would result in one or more of the events
referred to in Item 7(a) above.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Reference is made to the Schedule 13E-4 -- Issuer Tender Offer Statement,
including the Company's Offer to Purchase attached thereto as Exhibit (a)(2) and
related documents, all of which is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a) Exhibit 1 -- List of Transactions Effected by the Company and its
Executive Officers and Directors Within the Past 60 Days
Exhibit 2 -- Schedule 13E-4 -- the Issuer Tender Offer Statement,
containing the Company's Offer to Purchase, Transmittal Letter and
related documents, including the Purchase Agreement attached as Exhibit
(c) thereto, as filed with the Securities and Exchange Commission on
September 20, 1995, is incorporated herein by reference, including any
amendments thereto subsequently filed.
Exhibit 3 -- Schedule 14A -- the Definitive Proxy Statement, including
the Purchase Agreement attached as Appendix I and the Opinion of
Financial Advisor attached as Appendix III, as filed with the Securities
and Exchange Commission on September 20, 1995, is incorporated herein by
reference, including any amendments thereto subsequently filed.
(b) None.
(c) Reference is made to Schedule 14A, included as Exhibit 3 above.
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SIGNATURE
After reasonable 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 /s/ JUDY M. FIGGE
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Judy M. Figge
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
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EXHIBIT 1
LIST OF TRANSACTIONS EFFECTED WITHIN PAST 60 DAYS
BY THE COMPANY AND ITS EXECUTIVE OFFICERS AND DIRECTORS
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DATE NAME TRANSACTION
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July 27, 1995 Judy M. Figge Indirectly sold 2,000 shares at $2.6425.
July 27, 1995 Kenneth Figge Indirectly sold 2,000 shares at $2.6425.
August 2, 1995 S. Marcus Finkle Sold 20,000 shares at $2.81.
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GRANTS OF OPTIONS BY BOARD OF DIRECTORS FOR PROMOTIONS OR NEW HIRES:
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August 01, 1995 Option granted to Lynn Brown, General Manager -- Scottsdale, to purchase
5,000 shares of common stock at $2.63 per share.
August 14, 1995 Option granted to Clarence Brown, UNIX Systems Manager (Information
Technology) to purchase 5,000 shares of common stock at $2.81 per share.
August 16, 1995 Option granted to Frederic Hondel, Director of Hospice, to purchase
5,000 shares of common stock at $2.81 per share.
August 21, 1995 Option granted to Carol Parker, General Manager -- Monterey, to purchase
5,000 shares of common stock at $2.81 per share.
August 28, 1995 Option granted to Fran Free, Area Vice President, to purchase 5,000
shares of common stock at $2.75 per share.
Sept. 1, 1995 Option granted to Cheryl Barton, Area Vice President, to purchase 7500
shares at $2.75 per share.
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EXERCISE OF OPTIONS:
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Sept. 1, 1995 Option exercised by Jerry Herby, a former employee, to purchase 250
shares of common stock at $2.50 per share.
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