<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3/A
(RULE 13E-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
IN HOME HEALTH, INC.
(Name of the Issuer)
IN HOME HEALTH, INC.
MANORCARE HEALTH SERVICES, INC.
IHHI ACQUISITION CORP.
MANOR CARE OF AMERICA, INC.
MANOR CARE, INC.
(Name of the Person(s) Filing Statement)
Common Stock, Par Value $.03 Per Share
(Title of Class of Securities)
453222
(CUSIP Number of Class of Securities)
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<TABLE>
<S> <C>
R. Jeffrey Bixler C. Michael Ford
Vice President, General Counsel and Secretary Interim President and Chief Executive Officer
Manor Care, Inc. In Home Health, Inc.
333 North Summit Street 601 Carlson Parkway
P.O. Box 10086 Suite 500
Toledo, Ohio 43699-0086 Minnetonka, MN 55305
(419) 252-5500 (952-449-7500)
</TABLE>
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
-------------------------------------
Copies To:
Michael D. Levin, Esq. Morris M. Sherman, Esq.
Latham & Watkins Leonard, Street and Deinard
Sears Tower, Suite 5800 150 South Fifth Street, Suite 2300
Chicago, Illinois 60606 Minneapolis, Minnesota 55402
(312) 876-7700 (612) 335-1500
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. [ ]
CALCULATION OF FILING FEE
================================================================================
Transaction Valuation* Amount Of Filing Fee**
$8,668,985 $1,734
================================================================================
* For purposes of calculating the filing fee only. Determined by (1)
multiplying 5,604,298 shares of common stock, par value $.03 per share
and 200,000 shares of preferred stock, par value $1.00 per share, of In
Home Health, Inc. less an aggregate of 3,396,735 shares of common stock
and 200,000 shares of preferred stock already owned by ManorCare Health
Services, Inc. by $3.70 per share, and (2) adding thereto the aggregate
amount anticipated to be paid to certain persons holding options to
acquire shares of common stock in consideration of cancellation of such
options (assuming an aggregate of 378,385 options are canceled in
exchange for cash in the transaction).
** The amount of the filing fee calculated in accordance with Exchange Act
Rule 0-11 equals 1/50th of 1% of the value of the securities proposed
to be acquired.
[ ] Check box if any 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: $0 Filing party:
Form or registration no.: Date filed:
<PAGE> 2
INTRODUCTION
This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule
13E-3 (this "Schedule 13E-3") is being filed jointly by In Home Health, Inc., a
Minnesota corporation (the "Company"), ManorCare Health Services, Inc., a
Delaware corporation ("ManorCare Health"), IHHI Acquisition Corp., a Minnesota
corporation ("IHHI Acquisition"), Manor Care of America, Inc., a Delaware
corporation ("Manor Care of America"), and Manor Care, Inc., a Delaware
corporation ("Manor Care"), pursuant to Section 13(e) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and Rule 13e-3 thereunder, in
connection with the proposed merger (the "Merger") of IHHI Acquisition with and
into the Company pursuant to an Agreement and Plan of Merger, dated as of
September 13, 2000 (the "Merger Agreement"), by and among the Company, ManorCare
Health and IHHI Acquisition. IHHI Acquisition was formed by ManorCare Health in
connection with the Merger and IHHI Acquisition is a wholly owned subsidiary of
ManorCare Health.
In the Merger and pursuant to the terms and conditions set forth in the
Merger Agreement, IHHI Acquisition will merge with and into the Company, with
the Company as the surviving corporation (the "Surviving Corporation"). At the
effective time of the Merger, each issued and outstanding share of common stock,
par value $.03 per share, of the Company (the "Shares") (other than Shares held
by (1) the Company or any of its wholly-owned subsidiaries, (2) ManorCare Health
or IHHI Acquisition or their affiliates, or (3) shareholders who perfect their
rights under Minnesota law to dissent from the Merger and seek the fair value of
their Shares) will be converted into and become the right to receive $3.70 per
Share in cash, without interest. As a result of the Merger, ManorCare Health
will indirectly own 100% of the capital stock of the Surviving Corporation.
Concurrently with the filing of this Schedule 13E-3, the Company is
filing a definitive proxy statement pursuant to which the stockholders of the
Company will be given notice of the Merger. The cross reference sheet below is
being supplied pursuant to General Instruction F to Schedule 13E-3 and shows the
location in the proxy statement of the information required to be included in
response to the items of this Schedule 13E-3. The information set forth in the
proxy statement, including all schedules, exhibits, appendices and annexes
thereto, is hereby expressly incorporated herein by reference and the responses
to each item in this Schedule 13E-3 are qualified in their entirety by the
information contained in the proxy statement and the schedules, exhibits,
appendices and annexes thereto. Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the proxy statement.
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ITEM 1. SUMMARY TERM SHEET.
The information contained in the sections entitled "SUMMARY TERM SHEET" and
"QUESTIONS AND ANSWERS ABOUT THE MERGER" in the proxy statement is incorporated
herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) Name and Address. The information contained in the section entitled
"THE PARTIES" in the proxy statement is incorporated herein by
reference.
(b) Securities. The information contained in the section entitled
INFORMATION CONCERNING THE SPECIAL MEETING--Record Date; Voting at the
Meeting; Quorum" in the proxy statement is incorporated herein by
reference.
(c) Trading Market and Price. The information contained in the section
entitled "MARKET FOR THE COMMON STOCK" in the proxy statement is
incorporated herein by reference.
(d) Dividends. The information contained in the section entitled "MARKET
FOR THE COMMON STOCK" in the proxy statement is incorporated herein by
reference.
(e) Prior Public Offerings. None
(f) Prior Stock Purchases. The information contained in the section
entitled "MARKET FOR THE COMMON STOCK--Common Stock Purchase
Information; Dividend Information" in the proxy statement is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSONS.
(a),(c) Name and Address; Business and Background of Natural Persons. The
information contained in the sections entitled "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" and "DIRECTORS AND
MANAGEMENT" and in ANNEX D "DIRECTORS AND EXECUTIVE OFFICERS OF MANOR
CARE, INC., MANOR CARE OF AMERICA, INC., MANORCARE HEALTH SERVICES,
INC. AND IHHI ACQUISITION CORP.," in the proxy statement is
incorporated herein by reference.
(b) Business and Background of Entities. The information contained in the
sections entitled "THE PARTIES" and "SPECIAL FACTORS-- Background of
the Merger" in the proxy statement is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1) Tender Offers. Not applicable.
(a)(2)(i) Transaction Description. The information contained in the sections
entitled "QUESTIONS AND ANSWERS ABOUT THE MERGER," "SUMMARY," and
"THE MERGER AGREEMENT" in the proxy statement is incorporated
herein by reference.
(a)(2)(ii) Consideration. The information contained in the sections entitled
"QUESTIONS AND ANSWERS ABOUT THE MERGER," "SUMMARY--The Merger
Agreement," and "THE MERGER AGREEMENT--The Merger; Merger
Consideration" in the proxy statement is incorporated herein by
reference.
(a)(2)(iii) Reasons for Transaction. The information contained in the sections
entitled "SUMMARY--Special Factors," "SPECIAL FACTORS--Background
of the Merger," "SPECIAL FACTORS--ManorCare Health Services,
Inc.'s Purpose and Reasons for the Merger," and "SPECIAL
FACTORS--Recommendation of the
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Special Committee and Board of Directors; Fairness of the Merger"
in the proxy statement is incorporated herein by reference.
(a)(2)(iv) Vote Required for Approval. The information contained in the
section entitled "INFORMATION CONCERNING THE SPECIAL
MEETING--Required Vote" in the proxy statement is incorporated
herein by reference.
(a)(2)(v) None.
(a)(2)(vi) Accounting Treatment. The information contained in the section
entitled "SPECIAL FACTORS--Accounting treatment" in the proxy
statement is incorporated herein by reference.
(a)(2)(vii) Income Tax Consequences. The information contained in the section
entitled "SPECIAL FACTORS--Certain Federal Income Tax
Consequences" in the proxy statement is incorporated herein by
reference.
(c) Different Terms. None.
(d) Appraisal Rights. The information contained in the section
entitled "DISSENTERS' RIGHTS" in the proxy statement is
incorporated herein by reference.
(e) Provisions For Unaffiliated Security Holders. In Home Health has
made no provisions in connection with the merger to grant
unaffiliated security holders access to the corporate files of In
Home Health or to obtain counsel or appraisal services at the
expense of In Home Health.
(f) Eligibility for Listing or Trading. Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) Transactions. None.
(b),(c) Significant Corporate Events; Negotiations or Contacts. The
information contained in the sections entitled "SPECIAL
FACTORS--Background of the Merger" and "THE MERGER AGREEMENT" in
the proxy statement is incorporated herein by reference.
(e) Agreements Involving the Subject Company's Securities. The
information contained in the sections entitled "SUMMARY--Special
Factors," "SPECIAL FACTORS--Interests of Certain Persons in the
Merger; Certain Relationships - Other Arrangements with
Affiliates" and "SPECIAL FACTORS--Additional Consideration to be
Paid to Heartland Advisors, Inc." in the proxy statement is
incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) Use of Securities Acquired. The information contained in the
sections entitled "SPECIAL FACTORS--ManorCare Health Services,
Inc.'s Purpose and Reasons for the Merger," "SPECIAL
FACTORS--Certain Effects of the Merger" and "SPECIAL
FACTORS--Plans for In Home Health, Inc. After the Merger" in the
proxy statement is incorporated herein by reference.
(c) Plans. The information contained in the sections entitled
"SUMMARY," "SPECIAL FACTORS--Certain Effects of the Merger" and
"SPECIAL FACTORS--Plans for In Home Health, Inc. After the Merger"
in the proxy statement is incorporated herein by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a),(c) Purposes; Reasons. The information contained in the sections
entitled "QUESTIONS AND ANSWERS ABOUT THE MERGER," "SPECIAL
FACTORS--Background of the Merger," "SPECIAL FACTORS--ManorCare
Health Services, Inc.'s Purpose and Reasons for the Merger,"
"SPECIAL FACTORS--
<PAGE> 5
Recommendation of the Special Committee and Board of Directors;
Fairness of the Merger" and "SPECIAL FACTORS--Conduct of the
Business of In Home Health, Inc. if the Merger is Not Consummated"
in the proxy statement is incorporated herein by reference.
(b) Alternatives. The information contained in the sections entitled
"SPECIAL FACTORS--Background of the Merger" and "SPECIAL
FACTORS--Conduct of the Business of In Home Health, Inc. if the
Merger is Not Consummated" in the proxy statement is incorporated
herein by reference.
(d) Effects. The information contained in the sections entitled
"QUESTIONS AND ANSWERS ABOUT THE MERGER," "SUMMARY," "SPECIAL
FACTORS--ManorCare Health Services, Inc.'s Purpose and Reasons for
the Merger," "SPECIAL FACTORS--Recommendation of the Special
Committee and Board of Directors; Fairness of the Merger,"
"SPECIAL FACTORS--Financing of the Merger," "SPECIAL FACTORS--Fees
and Expenses," "SPECIAL FACTORS--Certain Federal Income Tax
Consequences," "SPECIAL FACTORS--Certain Effects of the Merger,"
"SPECIAL FACTORS--Plans for In Home Health, Inc. After the
Merger," "SPECIAL FACTORS--Interests of Certain Persons in the
Merger; Certain Relationships" and "THE MERGER AGREEMENT" in the
proxy statement is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a),(b) Fairness; Factors Considered in Determining Fairness. The
information contained in the sections entitled "QUESTIONS AND
ANSWERS ABOUT THE MERGER," "SUMMARY," "SPECIAL FACTORS--Background
of the Merger," "SPECIAL FACTORS--ManorCare Health Services Inc.'s
Purpose and Reasons for the Merger," "SPECIAL
FACTORS--Recommendation of the Special Committee and Board of
Directors; Fairness of the Merger," and "SPECIAL FACTORS--Opinion
of Financial Adviser to the Special Committee" in the proxy
statement and ANNEX B, "OPINION OF HOULIHAN LOKEY HOWARD & ZUKIN
FINANCIAL ADVISORS, INC." is incorporated herein by reference.
(c) Approval of Security Holders. The information contained in the
section entitled "SPECIAL FACTORS--ManorCare Health Services
Inc.'s Purpose and Reasons for the Merger," "SPECIAL
FACTORS--Recommendation of the Special Committee and Board of
Directors; Fairness of the Merger" and "INFORMATION CONCERNING THE
SPECIAL MEETING--Required Vote," in the proxy statement is
incorporated herein by reference.
(d) Unaffiliated Representative. The information contained in the
sections entitled "SPECIAL FACTORS--ManorCare Health Services
Inc.'s Purpose and Reasons for the Merger" and "SPECIAL
FACTORS--Recommendation of the Special Committee and Board of
Directors; Fairness of the Merger" in the proxy statement is
incorporated herein by reference.
(e) Approval of Directors. The information contained in the section
entitled "SPECIAL FACTORS--Recommendation of the Special Committee
and Board of Directors; Fairness of the Merger" and "SPECIAL
FACTORS--Background of the Merger" in the proxy statement is
incorporated herein by reference.
(f) Other Offers. The information contained in the sections entitled
"SPECIAL FACTORS--Background of the Merger," "SPECIAL
FACTORS--Recommendation of the Special Committee and Board of
Directors; Fairness of the Merger" and "THE MERGER AGREEMENT" in
the proxy statement is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a)-(c) Report, Opinion, or Appraisal; Preparer and Summary of the Report;
Availability of Documents. The information contained in the
sections entitled "SPECIAL FACTORS--Background of the Merger,"
"SPECIAL FACTORS--ManorCare Health Services, Inc.'s Purpose and
Reasons for the Merger," "SPECIAL FACTORS--Recommendation of the
Special Committee and Board of Directors; Fairness of
<PAGE> 6
the Merger," "SPECIAL FACTORS--Opinion of Financial Advisor to the
Special Committee," "SPECIAL FACTORS--Report of Third Party
Financial Consultant to the Special Committee," "SPECIAL
FACTORS--Certain Projections," "WHERE YOU CAN FIND MORE
INFORMATION" in the proxy statement and ANNEX B, "OPINION OF
HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISORS, INC." and ANNEX
E, "SIMIONE CENTRAL CONSULTING, INC. REPORT" is incorporated
herein by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a),(b),(d) Source of Funds; Conditions; Borrowed Funds. The information
contained in the section entitled "SPECIAL FACTORS--Financing of
the Merger" in the proxy statement is incorporated herein by
reference.
(c) Expenses. The information contained in the section entitled
"SPECIAL FACTORS--Fees and Expenses" in the proxy statement is
incorporated herein by reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Securities Ownership. The information contained in the section
entitled "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" in the proxy statement is incorporated herein by
reference.
(b) Securities Transactions. The information contained in the section
entitled "MARKET FOR COMMON STOCK" in the proxy statement is
incorporated herein by reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) Intent to Tender or Vote in a Going-Private Transaction. The
information contained in the sections entitled "SUMMARY" and
"INFORMATION CONCERNING THE SPECIAL MEETING--Required Vote" in the
proxy statement is incorporated herein by reference.
(e) Recommendations to Others. The information contained in the
sections entitled "SUMMARY" and "SPECIAL FACTORS--Recommendation
of the Special Committee and Board of Directors; Fairness of the
Merger" in the proxy statement is incorporated herein by
reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) Financial Information. The information contained in the section
entitled "SUMMARY--Selected Consolidated Financial Data of In Home
Health, Inc." in the proxy statement is incorporated herein by
reference.
(b) Pro Forma Information. Not material. See the information contained
in the section entitled "SUMMARY--Selected Consolidated Financial
Data of In Home Health, Inc." in the proxy statement which is
incorporated herein by reference.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a),(b) Solicitations or Recommendations; Employees and Corporate Assets.
The information contained in the sections entitled "QUESTIONS AND
ANSWERS ABOUT THE MERGER," "SPECIAL FACTORS--Background of the
Merger," "SPECIAL FACTORS--Fees and Expenses," and "INFORMATION
CONCERNING THE SPECIAL MEETING--Proxy Solicitation" in the proxy
statement is incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
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(b) Other Material Information. The information contained in the
section entitled "CERTAIN LITIGATION" in the proxy statement is
incorporated by reference. As a result of the proposed merger, In
Home Health, Inc., its directors, one of its officers, Manor Care,
Inc. and one of its directors and officers have been named as
defendants in the following lawsuit: Stanley Erskine v. In Home
Health, Inc., et al., Hennepin County District Court, Minneapolis,
Minnesota No. 00-009985; filed July 21, 2000.
ITEM 16. EXHIBITS.
(a)(2) Definitive proxy statement on Schedule 14A filed with the
Securities and Exchange Commission on November 27, 2000
(incorporated herein by reference to the proxy statement).
(a)(3) Transaction Statement pursuant to Section 13e-3 of the Exchange
Act on Schedule 13E-3 filed by ManorCare Health Services, Inc.
with the Securities and Exchange Commission on July 14, 2000.
(a)(3) Amendment No. 1 to Transaction Statement pursuant to Section 13e-3
of the Exchange Act on Schedule 13E-3 filed by ManorCare Health
Services, Inc. with the Securities and Exchange Commission on
September 29, 2000.
(a)(5) Information Statement pursuant to Section 14(f)-1 of the Exchange
Act on Schedule 14F1/A filed by In Home Health, Inc. with the
Securities and Exchange Commission on July 24, 2000.
(c)(1) Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.
(incorporated herein by reference to ANNEX B of the proxy
statement).
(c)(2) Report of Simione Central Consulting, Inc. (incorporated herein by
reference to ANNEX E of the proxy statement).
(d)(1) Agreement and Plan of Merger, dated September 13, 2000, by and
between ManorCare Health Services, Inc., IHHI Acquisition Corp.
and In Home Health, Inc. (incorporated herein by reference to
ANNEX A of the proxy statement).
(d)(2) Registration Rights Agreement, dated October 24, 1995, by and
between In Home Health, Inc. and Manor Healthcare Corp. filed as
exhibit 1 to Schedule 13D filed by Manor Healthcare Corp. with
the Securities and Exchange Commission on October 27, 1995.
(d)(3) Second Preferred Stock Modification Agreement, dated December 22,
1998, by and between In Home Health, Inc. and ManorCare Health
Services, Inc. filed as exhibit 2 to Schedule 13D (Amendment No.
1) filed by ManorCare Health Services, Inc. with the Securities
and Exchange Commission on April 27, 1999.
(d)(4) Joint Filing Agreement, dated March 26, 1999, by and among
ManorCare Health Services, Inc., Manor Care, Inc. and HCR Manor
Care, Inc. filed as exhibit 3 to Schedule 13D (Amendment No. 1)
filed by ManorCare Health Services, Inc. with the Securities and
Exchange Commission on April 27, 1999.
(d)(5) Letter, dated May 31, 2000, from ManorCare Health Services, Inc.
to the President of In Home Health, Inc. filed as exhibit 4 to
Schedule 13D (Amendment No. 3) filed by ManorCare Health Services,
Inc. with the Securities and Exchange Commission on June 1, 2000.
(d)(6) Stock Purchase Agreement, dated June 28, 2000, between Heartland
Advisors, Inc., on behalf of Heartland Value Fund, and ManorCare
Health Services, Inc. filed as exhibit 5 to Schedule 13D
(Amendment No. 4) filed by ManorCare Health Services, Inc. with
the Securities and Exchange Commission on June 29, 2000.
(d)(7) Irrevocable Proxy, dated June 28, 2000, filed as exhibit 6 to
Schedule 13D (Amendment No. 4) filed by ManorCare Health Services,
Inc. with the Securities and Exchange Commission on June 29, 2000.
(d)(8) Letter Agreement, dated June 29, 2000, between ManorCare Health
Services, Inc. and RS Value Group, LLC, on behalf of RS Orphan
Fund, L.P. and RS Orphan Offshore Fund, L.P. filed as exhibit 7 to
<PAGE> 8
Schedule 13D (Amendment No. 5) filed by ManorCare Health Services,
Inc. with the Securities and Exchange Commission on June 30, 2000.
(d)(9) Irrevocable Proxy, dated June 29, 2000, filed as exhibit 8 to
Schedule 13D (Amendment No. 5) filed by ManorCare Health Services,
Inc. with the Securities and Exchange Commission on June 30, 2000.
(d)(10) Letter Agreement, dated June 29, 2000, between ManorCare Health
Services, Inc. and Eastbourne Capital Management LLC, on behalf of
Black Bear Fund L.L.P., Black Bear Fund II, L.L.C., Black Bear
Offshore Fund, and Black Bear Pacific Master Fund filed as exhibit
9 to Schedule 13D (Amendment No. 5) filed by ManorCare Health
Services, Inc. with the Securities and Exchange Commission on June
30, 2000.
(d)(11) Irrevocable Proxy, dated June 29, 2000, filed as exhibit 10 to
Schedule 13D (Amendment No. 5) filed by ManorCare Health Services,
Inc. with the Securities and Exchange Commission on June 30, 2000.
(d)(12) Letter, dated July 10, 2000, from ManorCare Health Services, Inc.
to the Chairman of the Board of Directors of In Home Health, Inc.
filed as exhibit 11 to Schedule 13D (Amendment No. 6) filed by
ManorCare Health Services, Inc. with the Securities and Exchange
Commission on July 11, 2000.
(d)(13) Letter, dated July 10, 2000, from ManorCare Health Services, Inc.
to the Chairman of the Board of Directors of In Home Health, Inc.
withdrawing request for special meeting filed as exhibit 12 to
Schedule 13D (Amendment No. 6) filed by ManorCare Health Services,
Inc. with the Securities and Exchange Commission on July 11, 2000.
(f) Sections 302A.471 and 302A.473 of the Minnesota Business
Corporation Act (incorporated herein by reference to ANNEX C of
the proxy statement).
---------------------------------------
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This Amendment No. 2 to Schedule 13E-3 contains or incorporates by reference
forward-looking statements and information relating to the Company that are
based on the opinions of the Company's management as well as assumptions made by
and information currently available to the Company, including multiple financial
projections for future periods based on various assumptions. Forward-looking
statements include statements concerning plans, objectives, goals, strategies,
future events or performance, and underlying assumptions and other statements
which are other than statements of historical facts, including statements
regarding the completion of the proposed merger. When used in this document, the
words "anticipate," "believe," "estimate," "expect," "plan," "intend,"
"project," "predict," "may," and "should" and similar expressions, are intended
to identify forward-looking statements. Such statements reflect the current view
of the Company with respect to future events, including the completion of the
proposed merger, and are subject to numerous risks, uncertainties and
assumptions. Many factors could cause the actual results, performance or
achievements of the Company to be materially different from any future results,
performance or achievements that may be expressed or implied by such
forward-looking statements, including, among others:
- government regulation and other legislative proposals that
apply to home health agencies, such as those owned by In
Home Health, Inc. - including, in particular:
- Medicare reimbursement rates and payment systems,
including changes to the rates and interim payment
system established under the Balanced Budget Act of
1997 and implementation of a prospective payment system
in October 2000;
- changes to reimbursement regulations by the Health Care
Financing Administration;
- inclusion and regulation of pharmaceutical products
under Medicare; and
- changes to federal and state licensing and
certification regulations, including those related to
the Certificates of Need necessary for operation of the
home health agencies owned by In Home Health, Inc.
- third party reimbursement, especially as third party
reimbursement may be affected by changes to Medicare
reimbursement rates and Health Care Financing Administration
regulations, state Medicaid programs and private insurance;
- competition and factors affecting the health care industry
in general - including an increase in the number of
competitive entrants in the home health care industry and
resulting negative effects on In Home Health, Inc.'s ability
to attract and retain customers;
- anti-remuneration and anti-referral laws that affect In Home
Health, Inc.'s ability to establish and maintain
relationships with referral sources, including payors,
hospitals, physicians and other health care professionals;
and
- each of the assumptions, methodologies and other factors
discussed under the section entitled "SPECIAL
FACTORS--Certain Projections."
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results can vary
materially from those described herein as anticipated, believed, estimated,
expected, planned or intended. Neither In Home Health, Inc. nor ManorCare Health
Services, Inc. intends, or assumes any obligation, to update these
forward-looking statements to reflect actual results, changes in assumptions or
changes in the factors affecting such forward-looking statements. See "SPECIAL
FACTORS--Warning Regarding Reliance on Financial Projections."
<PAGE> 9
SIGNATURE
After due inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: November 27, 2000
IN HOME HEALTH, INC.
By: /s/ C. Michael Ford
-----------------------
Name: C. Michael Ford
Title: Interim Chief Executive Officer and President
MANOR CARE, INC.
By: /s/ R. Jeffrey Bixler
-----------------------
Name: R. Jeffrey Bixler
Title: Vice President, General Counsel and Secretary
MANOR CARE OF AMERICA, INC.
By: /s/ R. Jeffrey Bixler
-----------------------
Name: R. Jeffrey Bixler
Title: Vice President, General Counsel and Secretary
MANORCARE HEALTH SERVICES, INC.
By: /s/ R. Jeffrey Bixler
-----------------------
Name: R. Jeffrey Bixler
Title: Vice President, General Counsel and Secretary
IHHI ACQUISITION CORP.
By: /s/ R. Jeffrey Bixler
-----------------------
Name: R. Jeffrey Bixler
Title: Vice President, General Counsel and Secretary
<PAGE> 10
EXHIBIT INDEX
EXHIBIT
NUMBER
DESCRIPTION
(a)(2) Definitive proxy statement on Schedule 14A filed with the
Securities and Exchange Commission on November 27, 2000
(incorporated herein by reference to the proxy statement).
(a)(3) Transaction Statement pursuant to Section 13e-3 of the Exchange
Act on Schedule 13E-3 filed by ManorCare Health Services, Inc.
with the Securities and Exchange Commission on July 14, 2000.
(a)(3) Amendment No. 1 to Transaction Statement pursuant to Section 13e-3
of the Exchange Act on Schedule 13E-3 filed by ManorCare Health
Services, Inc. with the Securities and Exchange Commission on
September 29, 2000.
(a)(5) Information Statement pursuant to Section 14(f)-1 of the Exchange
Act on Schedule 14F1/A filed by In Home Health, Inc. with the
Securities and Exchange Commission on July 24, 2000.
(c)(1) Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.
(incorporated herein by reference to ANNEX B of the proxy
statement).
(c)(2) Report of Simione Central Consulting, Inc. (incorporated herein by
reference to ANNEX E of the proxy statement).
(d)(1) Agreement and Plan of Merger, dated September 13, 2000, by and
between ManorCare Health Services, Inc., IHHI Acquisition Corp.
and In Home Health, Inc. (incorporated herein by reference to
ANNEX A of the proxy statement).
(d)(2) Registration Rights Agreement, dated October 24, 1995, by and
between In Home Health, Inc. and Manor Healthcare Corp. filed as
exhibit 1 to Schedule 13D filed by Manor Healthcare Corp. with
the Securities and Exchange Commission on October 27, 1995.
(d)(3) Second Preferred Stock Modification Agreement, dated December 22,
1998, by and between In Home Health, Inc. and ManorCare Health
Services, Inc. filed as exhibit 2 to Schedule 13D (Amendment No.
1) filed by ManorCare Health Services, Inc. with the Securities
and Exchange Commission on April 27, 1999.
(d)(4) Joint Filing Agreement, dated March 26, 1999, by and among
ManorCare Health Services, Inc., Manor Care, Inc. and HCR Manor
Care, Inc. filed as exhibit 3 to Schedule 13D (Amendment No. 1)
filed by ManorCare Health Services, Inc. with the Securities and
Exchange Commission on April 27, 1999.
(d)(5) Letter, dated May 31, 2000, from ManorCare Health Services, Inc.
to the President of In Home Health, Inc. filed as exhibit 4 to
Schedule 13D (Amendment No. 3) filed by ManorCare Health Services,
Inc. with the Securities and Exchange Commission on June 1, 2000.
(d)(6) Stock Purchase Agreement, dated June 28, 2000, between Heartland
Advisors, Inc., on behalf of Heartland Value Fund, and ManorCare
Health Services, Inc. filed as exhibit 5 to Schedule 13D
(Amendment No. 4) filed by ManorCare Health Services, Inc. with
the Securities and Exchange Commission on June 29, 2000.
(d)(7) Irrevocable Proxy, dated June 28, 2000, filed as exhibit 6 to
Schedule 13D (Amendment No. 4) filed by ManorCare Health Services,
Inc. with the Securities and Exchange Commission on June 29, 2000.
(d)(8) Letter Agreement, dated June 29, 2000, between ManorCare Health
Services, Inc. and RS Value Group, LLC, on behalf of RS Orphan
Fund, L.P. and RS Orphan Offshore Fund, L.P. filed as exhibit 7
to Schedule 13D (Amendment No. 5) filed by ManorCare Health
Services, Inc. with the Securities and Exchange Commission on June
30, 2000.
<PAGE> 11
(d)(9) Irrevocable Proxy, dated June 29, 2000, filed as exhibit 8 to
Schedule 13D (Amendment No. 5) filed by ManorCare Health Services,
Inc. with the Securities and Exchange Commission on June 30, 2000.
(d)(10) Letter Agreement, dated June 29, 2000, between ManorCare Health
Services, Inc. and Eastbourne Capital Management LLC, on behalf of
Black Bear Fund L.L.P., Black Bear Fund II, L.L.C., Black Bear
Offshore Fund, and Black Bear Pacific Master Fund filed as exhibit
9 to Schedule 13D (Amendment No. 5) filed by ManorCare Health
Services, Inc. with the Securities and Exchange Commission on June
30, 2000.
(d)(11) Irrevocable Proxy, dated June 29, 2000, filed as exhibit 10 to
Schedule 13D (Amendment No. 5) filed by ManorCare Health Services,
Inc. with the Securities and Exchange Commission on June 30, 2000.
(d)(12) Letter, dated July 10, 2000, from ManorCare Health Services, Inc.
to the Chairman of the Board of Directors of In Home Health, Inc.
filed as exhibit 11 to Schedule 13D (Amendment No. 6) filed by
ManorCare Health Services, Inc. with the Securities and Exchange
Commission on July 11, 2000.
(d)(13) Letter, dated July 10, 2000, from ManorCare Health Services, Inc.
to the Chairman of the Board of Directors of In Home Health, Inc.
withdrawing request for special meeting filed as exhibit 12 to
Schedule 13D (Amendment No. 6) filed by ManorCare Health Services,
Inc. with the Securities and Exchange Commission on July 11, 2000.
(f) Sections 302A.471 and 302A.473 of the Minnesota Business
Corporation Act (incorporated herein by reference to ANNEX C of
the proxy statement).
