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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
HEALTHSOURCE, INC.
(Name of Issuer)
HEALTHSOURCE, INC.
(Name of Person(s) Filing Statement)
5% CONVERTIBLE SUBORDINATED NOTES
DUE 2003 OF
HEALTHSOURCE, INC.
(Title of Class of Securities)
42221AC8
42221EAA2
(CUSIP Number of Class of Securities)
DAVID C. KOPP, ESQ.
HEALTHSOURCE, INC.
TWO COLLEGE PARK DRIVE
HOOKSETT, NEW HAMPSHIRE 03106
(603) 268-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications of Behalf of Person(s) Filing Statement)
Copies to:
DAVID G. POMMERENING, ESQ.
O'MELVENY & MYERS LLP
555 13TH STREET, N.W., SUITE 500 WEST
WASHINGTON, D.C. 20004
(202) 383-5300
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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<S> <C>
$ 249,388,951.39 $ 49,877.79
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* The transaction value shown is only for the purpose of calculating the filing
fee. The amount shown reflects the cost of purchasing $246,175,000 principal
amount of Notes at the purchase price (101% of the principal amount of the
Notes, plus accrued and unpaid interest to and including the date of payment) as
of September 23, 1997 (the expected date of payment). The amount of the filing
fee is calculated in accordance with Section 13(e)(3) of the Securities Exchange
Act of 1934, as amended.
[X] 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: $49,877.79 Filing party: Healthsource, Inc.
Form or registration no.: Schedule 13E-4 Date filed: July 25, 1997
Instruction. When submitting this statement in paper format, ten copies of this
statement, including all exhibits, shall be filed with the Commission.
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INTRODUCTORY STATEMENT
This Schedule 13E-4 relates to a change of control offer (the "Offer")
by Healthsource, Inc., a New Hampshire corporation ("Healthsource"), to purchase
for cash, on the terms and subject to the conditions set forth in Healthsource's
Change of Control Notice and Offer to Purchase dated July 25, 1997 (the "Offer
to Purchase") and the related Letter of Transmittal (the "Letter of
Transmittal"), all of the outstanding 5% Convertible Subordinated Notes Due 2003
of Healthsource (the "Notes"). Capitalized terms used but not defined herein
have the meanings assigned to them in the Offer to Purchase.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The Offer expired on September 18, 1997, at 5:00 p.m., New York City
time. As of such time, an aggregate of $246,085,000.00 principal amount
of Notes had been validly tendered and not withdrawn pursuant to the
Offer. On September 23, 1997, $249,297,776.39, an amount sufficient to
pay the aggregate Purchase Price in respect of the Notes so tendered,
was deposited with the Depositary in accordance with the terms of the
Offer. As a result, on and after September 23, 1997, such Notes ceased
to be outstanding and interest on such Notes ceased to accrue and is
deemed to have been paid, and all other rights of the tendering Holders
in respect of such Notes have terminated.
2
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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.
HEALTHSOURCE, INC.
By: /s/ BARRY R. McHALE
--------------------------------------
Name: Barry R. McHale
Title: Vice President and
Assistant Treasurer
Dated: September 24, 1997
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