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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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SUMMIT CARE CORPORATION
(NAME OF SUBJECT COMPANY)
SUMMIT CARE CORPORATION
(NAME OF PERSON 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)
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WILLIAM C. SCOTT
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SUMMIT CARE CORPORATION
2600 W. MAGNOLIA ROAD
BURBANK, CALIFORNIA 91505-3031
(818) 841-8750
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING THIS STATEMENT)
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Copies to:
BRADFORD P. WEIRICK, ESQ.
GIBSON DUNN & CRUTCHER LLP
333 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071-3197
(213) 229-7000
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INTRODUCTION
This Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9") relates to an offer by FV-SCC Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of Fountain View,
Inc., a Delaware corporation ("Parent"), to purchase all of the issued and
outstanding Shares (as hereinafter defined) of Summit Care Corporation, a
California corporation (the "Company").
ITEM 1. SECURITY AND SUBJECT COMPANY
The name of the subject company is Summit Care Corporation. The address of
the principal executive office of the Company is 2600 W. Magnolia Road,
Burbank, California 91505-3031. The title of the class of equity securities to
which this Schedule 14D-9 relates is the Company's common stock, no par value
per share (the "Shares").
ITEM 2. TENDER OFFER OF THE BIDDER
This Schedule 14D-9 relates to the tender offer disclosed in the Schedule
14D-1, dated February 13, 1998 (the "Schedule 14D-1"), filed with the
Securities and Exchange Commission (the "Commission") by Parent and Purchaser,
relating to an offer by Purchaser to purchase all of the issued and
outstanding Shares for an amount equal to $21.00 per Share, net to the seller
in cash, without interest (the "Offer Price"), upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated February 13, 1998,
and the related Letter of Transmittal (which, together with the Offer to
Purchase, as amended or supplemented from time to time, constitute the
"Offer"), copies of which are filed as Exhibits (a)(1) and (a)(2) hereto, and
are incorporated herein by reference in their entirety. As set forth in the
Schedule 14D-1, the principal executive office of Purchaser and Parent is
located at 11900 W. Olympic Boulevard, Suite 680, Los Angeles, CA 90064.
The Offer is being made pursuant to the Agreement and Plan of Merger among
Parent, Purchaser, the Company and Heritage Fund II, L.P., a Delaware limited
partnership, dated as of February 6, 1998 (the "Merger Agreement"). Pursuant
to the Merger Agreement, as soon as practicable following the completion of
the Offer and the satisfaction of the other conditions set forth in the Merger
Agreement, and in accordance with the California General Corporation Law (the
"CGCL") and the Delaware General Corporation Law, Purchaser will be merged
with and into the Company (the "Merger"). Following consummation of the
Merger, the separate corporate existence of Purchaser shall cease and the
Company will continue as the surviving corporation (the "Surviving
Corporation") and will become a wholly owned subsidiary of Parent. At the
effective time of the Merger (the "Effective Time"), each Share issued and
outstanding immediately prior to the Effective Time (other than Shares owned
by the Company or any subsidiary of the Company, Shares owned by Parent,
Purchaser or any other subsidiary of Parent, and Shares held by shareholders
of the Company who have properly exercised their dissenters' rights under the
Merger Agreement and the CGCL) will be converted into and shall become the
right to receive a cash payment per Share equal to $21.00, or any higher price
that may be paid per Share in the Offer, without interest (the "Merger
Consideration"). A copy of the Merger Agreement is filed as Exhibit (c)(1) to
this Schedule 14D-9 and is incorporated herein by reference in its entirety.
The Merger Agreement and the Offer are described in the Offer to Purchase
under the captions "Introduction," "Special Factors--Purpose and Effects of
the Offer and the Merger; Reasons for the Offer and the Merger," "Special
Factors--The Merger Agreement and Related Agreements," "The Tender Offer--
Terms of the Offer; Expiration Date," "The Tender Offer--Acceptance for
Payment and Payment for Shares" and "The Tender Offer--Certain Information
Concerning Purchaser and Parent," all of which are incorporated herein by
reference.
ITEM 3. IDENTITY AND BACKGROUND
(a) The name and business address of the Company, which is the person filing
this Schedule 14D-9, are set forth in Item 1 of this Schedule 14D-9.
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(b) The information contained in the Offer to Purchase under the captions
"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--Interests of Certain Persons in
the Offer and the Merger," "Special Factors--The Merger Agreement and Related
Agreements," "The Tender Offer--Terms of the Offer; Expiration Date," "The
Tender Offer--Acceptance for Payment and Payment for Shares," and "The Tender
Offer--Certain Information Concerning Purchaser and Parent," is incorporated
herein by reference in its entirety. Each material contract, agreement,
arrangement and understanding and actual or potential conflict of interest
between the Company or its affiliates and (i) certain of the Company's
executive officers, directors or affiliates or (ii) Parent and Purchaser and
their respective executive officers, directors or affiliates, is incorporated
herein by reference as a result of the previous sentence.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(a) Recommendation of the Board of Directors. On February 6, 1998, the Board
of Directors of the Company, acting on the unanimous recommendation of the
Special Committee, by the unanimous vote of all directors present (William C.
Scott was not present and took no part in the deliberations or voting of the
Board) (i) determined that the Merger Agreement and the transactions
contemplated thereby, including the Offer and the Merger, are fair to, and in
the best interests of, the Company and the shareholders of the Company and
represent the highest value reasonably obtainable for such shareholders and
(ii) approved and adopted the Merger Agreement and the transactions
contemplated thereby, including the Offer and the Merger. The Board of
Directors recommends to the Company's shareholders that they accept the Offer
and tender their Shares pursuant to the Offer.
A letter to the Company's shareholders communicating the recommendation of
the Board of Directors of the Company and a press release announcing the
execution of the Merger Agreement are filed herewith as Exhibits (a)(5) and
(a)(3) hereto, respectively, and are incorporated herein by reference in their
entirety.
(b) Reasons for the Board of Directors' Recommendation. The reasons behind
the recommendation set forth in paragraph (a) of this Item 4 are described in
Offer to Purchase under the captions "Introduction," "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,"
which are incorporated herein by reference.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The information relating to the engagement of Donaldson, Lufkin & Jenrette
("DLJ"), the Company's financial advisor, contained in the Offer to Purchase
under the caption "Special Factors--Opinion of Financial
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Advisor to the Company" is incorporated herein by reference. Neither the
Company nor any person acting on its behalf has employed, retained or
compensated, or currently intends to employ, retain or compensate, any person
or class of persons to make solicitations or recommendations to the
shareholders of the Company on the Company's behalf with respect to the Offer.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) During the past 60 days, no transactions in Shares have been effected by
the Company or, to the best of the Company's knowledge, by any of its
executive officers, directors, affiliates or subsidiaries.
(b) To the best of the Company's knowledge, to the extent permitted by
applicable securities laws, rules or regulations, each executive officer,
director and affiliate of the Company presently intends to tender to
Purchaser, pursuant to the Offer, all Shares of which he is the record or
beneficial owner.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
(a) Except as set forth in Items 3 and 4 of this Schedule 14D-9 and in the
portions of the Offer to Purchase incorporated therein by reference, to the
knowledge of the Company, no negotiation is being undertaken or is under way
in response to the Offer which relates to or would result in: (1) an
extraordinary transaction, such as a merger or reorganization involving the
Company or any subsidiary thereof; (2) a purchase, sale or transfer of a
material amount of assets by the Company or any subsidiary thereof; (3) a
tender offer for or other acquisition of securities by or of the Company; or
(4) any material change in the present capitalization or dividend policy of
the Company.
(b) Except as set forth in Items 3 and 4 of this Schedule 14D-9 and in the
portions of the Offer to Purchase incorporated therein by reference, there is
no transaction, board resolution, agreement in principle, or signed contract
in response to the Offer which relates to or would result in one or more of
the matters referred to in Item 7(a)(1), (2), (3) or (4).
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
The information contained in all of the Exhibits referred to in Item 9 below
is incorporated herein by reference in its entirety.
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS
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(a)(1) Offer to Purchase, dated February 13, 1998.*+
(a)(2) Letter of Transmittal (incorporated by reference to Exhibit (a)(2) to
Purchaser's Tender Offer Statement on Schedule 14D-1, dated February
13, 1998).*
(a)(3) Press release issued by the Company on February 9, 1998 (incorporated
by reference to Exhibit (a)(8) to Purchaser's Tender Offer Statement
on Schedule 14D-1, dated February 13, 1998).
(a)(4) Opinion of Donaldson, Lufkin & Jenrette, dated February 6, 1998
(incorporated by reference to Annex A of the Offer to Purchase dated
February 13, 1998).
(a)(5) Letter to Shareholders, dated February 13, 1998, from the Special
Committee of the Company's Board of Directors.*+
(c)(1) Agreement and Plan of Merger, dated as of February 6, 1998, among
Parent, Purchaser, the Company and Heritage Fund II, L.P.
(incorporated by reference to Exhibit (c)(1) to Purchaser's Tender
Offer Statement on Schedule 14D-1, dated February 13, 1998).
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* Included with Schedule 14D-9 mailed to shareholders.
+ Filed herewith.
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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.
SUMMIT CARE CORPORATION
/s/ Derwin L. Williams
By: _________________________________
Senior Vice President--Finance,
Chief Financial Officer and
Treasurer
Dated: February 13, 1998
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EXHIBIT INDEX
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(a)(1) Offer to Purchase, dated February 13, 1998.
(a)(2) Letter of Transmittal (incorporated by reference to Exhibit (a)(2) to
Purchaser's Tender Offer Statement on Schedule 14D-1, dated February
13, 1998).
(a)(3) Press release issued by the Company on February 9, 1998 (incorporated
by reference to Exhibit (a)(8) to Purchaser's Tender Offer Statement
on Schedule 14D-1, dated February 13, 1998).
(a)(4) Opinion of Donaldson, Lufkin & Jenrette, dated February 6, 1998
(incorporated by reference to Annex A of the Offer to Purchase dated
February 13, 1998).
(a)(5) Letter to Shareholders, dated February 13, 1998, from the Special
Committee of the Company's Board of Directors.
(c)(1) Agreement and Plan of Merger, dated as of February 6, 1998, among
Parent, Purchaser, the Company and Heritage Fund II, L.P.
(incorporated by reference to Exhibit (c)(1) to Purchaser's Tender
Offer Statement on Schedule 14D-1, dated February 13, 1998).
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[LOGO OF SUMMIT CARE CORPORATION]
February 13, 1998
To Our Shareholders:
We are pleased to inform you that on February 6, 1998, Summit Care
Corporation (the "Company") entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Fountain View, Inc. ("Parent"), FV-SCC Acquisition
Corp. ("Purchaser"), a wholly owned subsidiary of Parent, and Heritage Fund
II, L.P., pursuant to which Purchaser has commenced a cash tender offer (the
"Offer") to acquire all of the issued and outstanding shares of the Company's
common stock, no par value per share (the "Shares"), for $21.00 per Share, net
to the seller in cash. Under the terms of the Merger Agreement, as soon as
practicable after consummation of the Offer and subject to the terms and
conditions set forth in the Merger Agreement, Purchaser will merge with and
into the Company (the "Merger") and each remaining Share which is then issued
and outstanding will be converted into the right to receive $21.00, net to the
seller in cash (or any higher price that may be paid in the Offer), without
interest.
THE BOARD OF DIRECTORS OF THE COMPANY, ACTING ON THE UNANIMOUS
RECOMMENDATION OF THIS SPECIAL COMMITTEE, BY THE UNANIMOUS VOTE OF ALL
DIRECTORS PRESENT (WITH WILLIAM C. SCOTT, WHO, UPON THE CONSUMMATION OF THE
MERGER, WILL BECOME CHAIRMAN OF THE BOARD, AN EXECUTIVE OFFICER AND A
SHAREHOLDER OF PARENT, ABSENT DURING THE VOTE), (A) HAS DETERMINED THAT THE
MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE
OFFER AND THE MERGER, ARE FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY AND
THE SHAREHOLDERS OF THE COMPANY, (B) HAS APPROVED AND ADOPTED THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND
THE MERGER, AND (C) RECOMMENDS ACCEPTANCE OF THE OFFER BY SHAREHOLDERS OF THE
COMPANY.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the attached Offer to
Purchase, dated February 13, 1998, of the Purchaser and the Schedule 14D-9
that is being filed today with the Securities and Exchange Commission,
including, among other things, the opinion of Donaldson, Lufkin & Jenrette,
the Company's financial advisor, that the $21.00 per Share to be received by
the holders of Shares pursuant to the Merger Agreement is fair from a
financial point of view to such shareholders. The full text of the written
opinion of Donaldson, Lufkin & Jenrette, which sets forth assumptions made,
matters considered and limitations on the review undertaken in connection with
such opinion, is attached as an annex to the Purchaser's Offer to Purchase and
shareholders are urged to read such opinion in its entirety.
In addition to the attached Schedule 14D-9 relating to the Offer and the
Offer to Purchase are related tender offer materials, including a Letter of
Transmittal to be used for tendering your Shares. These documents set forth
the terms and conditions of the Offer and the Merger and provide instructions
as to how to tender your Shares. We urge you to read the enclosed material
carefully.
Sincerely,
/s/ Gary L. Massimino
Gary L. Massimino,
Chairman of the Special Committee
of the Board of Directors
