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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
SUMMIT CARE CORPORATION
(NAME OF ISSUER)
FOUNTAIN VIEW, INC.
FV-SCC ACQUISITION CORP.
(NAME OF PERSONS FILING STATEMENT)
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COMMON STOCK, NO PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
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865910103
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
ROBERT M. SNUKAL
FOUNTAIN VIEW, INC.
11900 W. OLYMPIC BOULEVARD
SUITE 680
LOS ANGELES, CA 90064
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON PERSONS FILING STATEMENT)
WITH A COPY TO:
STEPHEN M. L. COHEN, ESQ.
CHOATE, HALL & STEWART
EXCHANGE PLACE
53 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 248-5000
------------------------
FEBRUARY 13, 1998
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
THIS STATEMENT IS FILED IN CONNECTION WITH A TENDER OFFER
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- - ------------------------------------------------------------------------------
CALCULATION OF FILING FEE
- - ------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$143,062,500 $28,613.00
- - ------------------------------------------------------------------------------
* For purposes of calculating the filing fee only. This calculation assumes
the purchase of an aggregate of 6,812,500 shares of common stock, no par
value per share, of Summit Care Corporation (the "Shares") at $21.00 net
per share in cash.
** The amount of the filing fee, calculated in accordance with Rule 0-11(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
equals 1/50th of 1% of the aggregate value of cash offered by FV-SCC
Acquisition Corp. for such number of shares.
[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: $28,613.00
Filing Parties: Fountain View, Inc. and FV-SCC Acquisition Corp.
Form: Schedule 14D-1
Date Filed: February 13, 1998
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INTRODUCTION
This Transaction Statement on Schedule 13E-3, filed jointly by FV-SCC
Acquisition Corp., a Delaware corporation ("Purchaser"), and Fountain View,
Inc., a Delaware corporation ("Parent") (with any amendments, supplements,
exhibits or schedules thereto, this "Schedule 13E-3), relates to the offer by
Purchaser to purchase all outstanding Shares of Summit Care Corporation, a
Delaware corporation (the "Company"), at a price of $21.00 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in
Purchaser's Offer to Purchase dated February 13, 1998 (the "Offer to Purchase")
and in the related Letter of Transmittal (which together constitute the
"Offer"), copies of which are incorporated herein by reference as Exhibits
(d)(1) and (d)(2), respectively.
This Schedule 13E-3 is being filed jointly by Purchaser and Parent. By
filing this Schedule 13E-3, neither signatory concedes that Rule 13e-3 under the
Exchange Act is applicable to the Offer, the Merger (as defined in the Offer) or
other transactions contemplated by the Agreement and Plan of Merger, dated as of
February 6, 1998, by and among, inter alia, the Company, Parent and Purchaser.
The cross-reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Tender Offer
Statement on Schedule 14D-1 filed by Parent and Purchaser with the Securities
and Exchange Commission (the "Commission") pursuant to Rule 14d-3 of the
Exchange Act (with any amendments, supplements, exhibits or schedules thereto,
the "Schedule 14D-1"), of the information required to be included in response to
the items of this Schedule 13E-3. A copy of the Offer to Purchase, including all
exhibits 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 Schedule 14D-1.
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CROSS-REFERENCE SHEET
ITEM IN SCHEDULE 13E-3 WHERE LOCATED IN SCHEDULE 14D-1
- - --------------------------------------------------------------------------
Item 1(a).................................................. Item 1(a)
Item 1(b).................................................. Item 1(b)
Item 1(c).................................................. Item 1(c)
Item 1(d)-(g).............................................. *
Item 2(a)-(d),(g).......................................... Item 2(a)-(d), (g)
Item 2(e)-(f).............................................. Item 2(e) and (f)
Item 3..................................................... Item 3
Item 4..................................................... *
Item 5..................................................... Item 5
Item 6..................................................... Item 4(a)-(b)
Item 7(a).................................................. Item 5
Item 7(b).................................................. Item 5
Item 7(c).................................................. *
Item 7(d).................................................. Item 5
Item 8..................................................... *
Item 9..................................................... *
Item 10.................................................... Item 6
Item 11.................................................... Item 7
Item 12.................................................... *
Item 13.................................................... *
Item 14(a)................................................. *
Item 14(b)................................................. *
Item 15.................................................... Item 8
Item 16.................................................... Item 10
Item 17.................................................... Item 11
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The name of the subject company is Summit Care Corporation, a Delaware
corporation, which has its principal executive offices at 2600 Magnolia
Boulevard, Burbank, California 91505.
(b) The class of equity securities being sought is all the outstanding
shares of common stock, no par value per share, of the Company. The information
set forth under "INTRODUCTION" and "THE TENDER OFFER -- Terms of the Offer;
Expiration Date; Price Range of Shares" in the Offer to Purchase is incorporated
herein by reference.
(c) The information concerning the principal market in which the Shares are
traded and certain high and low sales prices for the Shares in such principal
market set forth in "THE TENDER OFFER -- Price Range of Shares" in the Offer to
Purchase is incorporated herein by reference.
(d) The information concerning dividends set forth in "THE TENDER OFFER --
Dividends and Distributions" in the Offer to Purchase is incorporated herein by
reference.
(e) Not Applicable.
(f) Not Applicable.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) The information set forth under "THE TENDER OFFER --
Certain Information Concerning Purchaser and Parent and Schedule I in the Offer
to Purchase is incorporated herein by reference.
(e) and (f) During the last five years, none of Purchaser or Parent, or, to
the best knowledge of Purchaser or Parents, none of the individuals listed in
Schedule I of the Offer to Purchase, has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting activities
subject to, United States federal or state securities laws or finding any
violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) The information set forth under "SPECIAL FACTORS -- Background of the
Offer and the Merger", "SPECIAL FACTORS -- Interests of Certain Persons in the
Offer and the Merger", "SPECIAL FACTORS -- The Merger Agreement and Related
Agreements" and "THE TENDER OFFER -- Certain Information Concerning Purchaser
and Parent" in the Offer to Purchase is incorporated herein by reference.
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(b) The information set forth under "SPECIAL FACTORS -- Background of the
Offer and the Merger", "SPECIAL FACTORS -- Interests of Certain Persons in the
Offer and the Merger", "SPECIAL FACTORS -- The Merger Agreement and Related
Agreements", "SPECIAL FACTORS -- Purpose and Effects of the Offer and the
Merger; Reasons for the Offer and the Merger", "SPECIAL FACTORS -- Plans for the
Company after the Offer and the Merger", "THE TENDER OFFER -- Certain
Information Concerning the Company" and "THE TENDER OFFER -- Certain Information
Concerning Purchaser and Parent" in the Offer to Purchase is incorporated herein
by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth under "INTRODUCTION"; "SPECIAL FACTORS -- The
Merger Agreement and Related Agreements" in the Offer to Purchase is
incorporated herein by reference.
(b) The information set forth under "SPECIAL FACTORS -- The Merger
Agreement and Related Agreements" and "SPECIAL FACTORS -- Interests of Certain
Persons in the Offer and the Merger" in the Offer to Purchase is incorporated
herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth under "SPECIAL FACTORS -- Purpose and
Effects of the Offer and the Merger; Reasons for the Offer and the Merger",
"SPECIAL FACTORS -- Plans for the Company after the Offer and the Merger" and
"THE TENDER OFFER -- Effect of the Offer in the Market for the Shares; Exchange
Listing and Exchange Act Registration" in the Offer to Purchase is incorporated
herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth under "THE TENDER OFFER -- Source and
Amount of Funds" in the Offer to Purchase is incorporated herein by reference.
(b) The information set forth under "THE TENDER OFFER -- Fees and Expenses"
in the Offer to Purchase is incorporated herein by reference.
(c) The information set forth under "THE TENDER OFFER -- Source and Amount
of Funds" in the Offer to Purchase is incorporated herein by reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(d) The information set forth under "INTRODUCTION", "SPECIAL FACTORS --
Background of the Offer and the Merger", "SPECIAL FACTORS -- Purpose and Effects
of the Offer and the Merger; Reasons for the Offer and the Merger", "SPECIAL
FACTORS -- Plans for the Company after the Offer and the Merger", "SPECIAL
FACTORS -- The Merger Agreement and Related Agreements", "SPECIAL FACTORS --
Certain U.S. Federal Income Tax Consequences" in the Offer to Purchase is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(f) The information set forth under "SPECIAL FACTORS -- Background of
the Offer and the Merger", "SPECIAL FACTORS -- Recommendation of the Special
Committee and the Board; Fairness of the Offer and the Merger", "SPECIAL FACTORS
- - -- Opinion of Financial Advisor to the Company" and "SPECIAL FACTORS -- Purpose
and Effects of the
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Offer and the Merger; Reasons for the Offer and the Merger" in the Offer to
Purchase is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth under "SPECIAL FACTORS -- Background of
the Offer and the Merger", "SPECIAL FACTORS -- Recommendation of the Special
Committee and the Company Board; Fairness of the Offer and the Merger" and
"SPECIAL FACTORS -- Opinion of Financial Advisor to the Company" in the Offer to
Purchase is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth under "INTRODUCTION", "SPECIAL FACTORS
- - -- Interests of Certain Persons in the Offer and the Merger", "SPECIAL FACTORS
- - -- The Merger Agreement and Related Agreements", "THE TENDER OFFER -- Certain
Information Concerning Purchaser and Parent" and in Schedule II in the Offer to
Purchase is incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth under "INTRODUCTION", "SPECIAL FACTORS --
Background of the Offer and the Merger", "SPECIAL FACTORS -- Purpose and Effects
of the Offer and the Merger; Reasons for the Offer and the Merger", "SPECIAL
FACTORS -- Plans for the Company after the Offer and the Merger", "SPECIAL
FACTORS -- Interests of Certain Persons in the Offer and the Merger", "SPECIAL
FACTORS -- The Merger Agreement and Related Agreements", "THE TENDER OFFER --
Certain Information Concerning Purchaser and Parent" and "THE TENDER OFFER --
Source and Amount of Funds" in the Offer to Purchase is incorporated herein by
reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) and (b) Not applicable.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth under "SPECIAL FACTORS -- Rights of
Shareholders in the Merger" is incorporated herein by reference.
(b) and (c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) and (b) The information set forth under "THE TENDER OFFER -- Certain
Information Concerning the Company", in the Offer to Purchase is incorporated
herein by reference.
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ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth under "SPECIAL FACTORS -- The Merger Agreement
and Related Agreements" and "THE TENDER OFFER -- Plans for the Company After the
Offer and Merger" in the Offer to Purchase is incorporated herein by reference.
(b) The information set forth under "INTRODUCTION" and "THE TENDER OFFER --
Fees and Expenses" in the Offer to Purchase is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in the Offer to Purchase and the Agreement and
Plan of Merger, dated as of February 6, 1998, among, inter alia, Parent,
----- ----
Purchaser and the Company, copies of which are attached as Exhibits (a)(1) and
(c)(1), respectively, to Schedule 14D-1, is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Commitment Letter dated as of February 6, 1998 issued by the Bank of
Montreal, incorporated by reference to Exhibit (b) of the Schedule
14D-1.
(b) Opinion of Donaldson, Lufkin & Jenrette, dated February 6, 1998,
incorporated by reference to Annex A to the Offer to Purchase.
(c)(1) Agreement and Plan of Merger, dated as of February 6, 1998, by and
among the Company, Parent, Purchaser and Heritage Fund II, LP and the
Company, incorporated by reference to Exhibit (c)(1) to Schedule
14D-1.
(c)(2) Agreement entered into as of February 6, 1998 by and among Parent,
Robert Snukal, Sheila Snukal, William Scott and Heritage Fund II, L.P.
incorporated by reference to Exhibit (c)(2) of the Schedule 14D-1.
(c)(3) Summit Care Corporation Special Severance Pay Plan, incorporated by
reference to Exhibit (c)(3) of the Schedule 14D-1.
(d)(1) Offer to Purchase, dated February 13, 1998, incorporated by
reference to Exhibit (a)(1) to the Schedule 14D-1.
(d)(2) Form of Letter of Transmittal, incorporated by reference to Exhibit
(a)(2) to the Schedule 14D-1.
(d)(3) Form of Notice of Guaranteed Delivery, incorporated by reference to
Exhibit (a)(3) to the Schedule 14D-1.
(d)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Nominees, incorporated by reference to Exhibit (a)(4) to the
Schedule 14D-1.
(d)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients, incorporated by reference to
Exhibit (a)(5) to the Schedule 14D-1.
(d)(6) Form of Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9, incorporated by reference to Exhibit (a)(6) to
the Schedule 14D-1.
(d)(7) Summary Advertisement as published in The Wall Street Journal on
February 13, 1998, incorporated by reference to Exhibit (a)(7) to the
Schedule 14D-1.
(d)(8) Text of Press Release issued by the Company on February 9, 1998,
incorporated by reference to Exhibit (a)(8) to the Schedule 14D-1.
(e) Chapter 13 of the California General Corporation Law, incorporated by
reference to Annex B to the Offer to Purchase.
(f) Not applicable.
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SIGNATURES
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.
February 13, 1998
FV-SCC Acquisition Corp.
By:
/s/ Robert M. Snukal
--------------------------------
Name: Robert M. Snukal
Title: President and Treasurer
FOUNTAIN VIEW, INC.
By:
/s/ Robert M. Snukal
--------------------------------
Name: Robert M. Snukal
Title: Chief Executive Officer
and President
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EXHIBIT INDEX
(a) Commitment Letter dated as of February 6, 1998 issued by the Bank of
Montreal, incorporated by reference to Exhibit (b) of the Schedule
14D-1.
(b) Opinion of Donaldson, Lufkin & Jenrette, dated February 6, 1998,
incorporated by reference to Annex A to the Offer to Purchase.
(c)(1) Agreement and Plan of Merger, dated as of February 6, 1998, by and
among the Company, Parent, Purchaser and Heritage Fund II, LP and the
Company, incorporated by reference to Exhibit (c)(1) to Schedule
14D-1.
(c)(2) Agreement entered into as of February 6, 1998 by and among Parent,
Robert Snukal, Sheila Snukal, William Scott and Heritage Fund II, L.P.
incorporated by reference to Exhibit (c)(2) of the Schedule 14D-1.
(c)(3) Summit Care Corporation Special Severance Pay Plan, incorporated by
reference to Exhibit (c)(3) of the Schedule 14D-1.
(d)(1) Offer to Purchase, dated February 13, 1998, incorporated by
reference to Exhibit (a)(1) to the Schedule 14D-1.
(d)(2) Form of Letter of Transmittal, incorporated by reference to Exhibit
(a)(2) to the Schedule 14D-1.
(d)(3) Form of Notice of Guaranteed Delivery, incorporated by reference to
Exhibit (a)(3) to the Schedule 14D-1.
(d)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Nominees, incorporated by reference to Exhibit (a)(4) to the
Schedule 14D-1.
(d)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients, incorporated by reference to
Exhibit (a)(5) to the Schedule 14D-1.
(d)(6) Form of Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9, incorporated by reference to Exhibit (a)(6) to
the Schedule 14D-1.
(d)(7) Summary Advertisement as published in The Wall Street Journal on
February 13, 1998, incorporated by reference to Exhibit (a)(7) to the
Schedule 14D-1.
(d)(8) Text of Press Release issued by the Company on February 9, 1998,
incorporated by reference to Exhibit (a)(8) to the Schedule 14D-1.
(e) Chapter 13 of the California General Corporation Law, incorporated by
reference to Annex B to the Offer to Purchase.
(f) Not applicable.
8
