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As Filed with the Securities and Exchange Commission on March 30, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 4)
(FINAL AMENDMENT)
AND
SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934
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SUMMIT CARE CORPORATION
(NAME OF SUBJECT COMPANY)
FOUNTAIN VIEW, INC.
FV-SCC ACQUISITION CORP.
HERITAGE FUND II, L.P.
(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)
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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 BEHALF OF PERSONS FILING STATEMENT)
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WITH A COPY TO:
STEPHEN M. L. COHEN, ESQ.
CHOATE, HALL & STEWART
EXCHANGE PLACE
53 STATE STREET
BOSTON, MA 02109
(617) 248-5000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$143,062,500 $28,613.00
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* 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, 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 PARTY: FOUNTAIN VIEW, INC. AND FV-SCC ACQUISITION CORP.
FORM OF REGISTRATION NO.: SCHEDULE 14D-1, FILE NO. 5-43590
DATE FILED: FEBRUARY 13, 1998
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CUSIP NO. 86590103 14D-1 AND 13D
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1. Name of Reporting Person: Fountain View, Inc.
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2. Check Appropriate Box if (a) [_]
a member of a Group (b) [_]
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3. SEC Use Only
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4. Sources of Funds: BK AF
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5. Check Box if Disclosure of [_]
Legal Proceedings Required Pursuant to Item 2(e) or 2(f)
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6. Place of Organization: Delaware
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7. Aggregate Amount Beneficially Owned: 6,752,238 Shares
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8. Check if Amount in Row 7 Excludes Certain Shares [_]
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9. Percent of Class: Approximately 99.1%
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10. Type of Reporting Person: CO
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CUSIP NO. 86590103 14D-1 AND 13D
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1. Name of Reporting Person: FV-SCC ACQUISITION CORP.
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2. Check Appropriate Box if (a) [_]
a member of a Group (b) [_]
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3. SEC Use Only
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4. Sources of Funds: AF
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5. Check Box if Disclosure of [_]
Legal Proceedings Required Pursuant to Item 2(e) or 2(f)
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6. Place of Organization: Delaware
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7. Aggregate Amount Beneficially Owned: 6,752,238 Shares
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8. Check if Amount in Row 7 Excludes Certain Shares [_]
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9. Percent of Class: 99.1%
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10. Type of Reporting Person: CO
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CUSIP NO. 86590103 14D-1
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1. Name of Reporting Person: HERITAGE FUND II, L.P.
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2. Check Appropriate Box if (a) [_]
a member of a Group (b) [_]
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3. SEC Use Only
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4. Sources of Funds: WC
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5. Check Box if Disclosure of [_]
Legal Proceedings Required Pursuant to Item 2(e) or 2(f)
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6. Place of Organization: Delaware
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7. Aggregate Amount Beneficially Owned: None
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8. Check if Amount in Row 7 Excludes Certain Shares [_]
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9. Percent of Class: 0%
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10. Type of Reporting Person: PN
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<PAGE>
INTRODUCTION
This Amendment No. 4 (the "Amendment") to the Tender Offer Statement on
Schedule 14D-1, as amended (the "Schedule 14D-1") filed by Fountain View, Inc.,
a Delaware corporation ("Parent"), FV-SCC Acquisition Corp., a Delaware
corporation ("Purchaser") and Heritage Fund II, L.P. ("Heritage"), relates to
the offer by Purchaser, a wholly owned subsidiary of Parent, to purchase all
outstanding Shares of Summit Care Corporation, a California 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, as supplemented by a Supplement to Offer to Purchase
dated March 19, 1998 (the "Offer to Purchase") and in the related Letter of
Transmittal (which together constitute the "Offer"), copies of which are
attached hereto as Exhibits (a)(1), (a)(9) and (a)(2), respectively. This
Amendment amends the Schedule 14D-1 originally filed on February 13, 1998, by
Purchaser and Parent, as amended by (i) Amendment No. 1 filed March 11, 1998, by
Purchaser, Parent and Heritage; (ii) Amendment No. 2 filed March 16, 1998, by
Purchaser, Parent and Heritage; and (iii) Amendment No. 3 filed March 19, 1998,
by Purchaser, Parent and Heritage.
All capitalized terms used in this Amendment without definition have the
meanings attributed to them in the Schedule 14D-1.
This Amendment also constitutes the Statement on Schedule 13D with respect
to the acquisition by Purchaser and Parent of beneficial ownership of the
Shares, pursuant to General Instruction F of Schedule 14D-1.
The items of the Schedule 14D-1 set forth below are hereby amended and
supplemented as follows:
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The Offer expired at 12:00 midnight, New York City time, on March
25, 1998. Based on a preliminary count approximately 6,752,238 Shares, or
approximately 99.1% of the total number of Shares then outstanding were tendered
pursuant to the Offer; of this, 1,290 Shares were tendered pursuant to notices
of guaranteed delivery. On March 26, 1998, Purchaser accepted for payment all
Shares validly tendered and not withdrawn prior to the expiration of the Offer.
As a result of the foregoing, Purchaser has a sufficient number of Shares to
enable it to effect the Merger without a vote or meeting of the Company's
shareholders. After the Merger, Parent will own 100% of the Company. Parent
and Purchaser intend to effect the Merger as soon as practicable. The text of
the press release dated March 27, 1998 announcing the expiration of the tender
offer and the acceptance of validly tendered Shares is annexed hereto as Exhibit
(a)(11) and is hereby incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby supplemented and amended by adding the following exhibit:
(a)(11) Joint Press Release issued by Parent, Purchaser and Heritage on
March 27, 1998.
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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 Amendment is true, complete and correct.
March 30, 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
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Name: Robert M. Snukal
Title: Chief Executive Officer
and President
HERITAGE FUND II, L.P.
By: HF PARTNERS II, L.L.C.
By: /s/ Michel Reichert
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Name: Michel Reichert
Title: Manager
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EXHIBIT INDEX
(a)(1) Form of Offer to Purchase, dated February 13, 1998.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Notice of Guaranteed Delivery.*
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.*
(a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients.*
(a)(6) Form of Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(7) Summary Advertisement as published in The Wall Street Journal on
February 13, 1998.*
(a)(8) Text of Press Release issued by the Company on February 9, 1998.*
(a)(9) Supplement to Offer to Purchase dated March 19, 1998.*
(a)(10) Press Release issued by Parent and Purchaser on March 16, 1998.*
(a)(11) Joint Press Release issued by Parent, Purchaser and Heritage on
March 27, 1998.
(b) Commitment letter dated February 6, 1998 issued by the Bank of
Montreal.*
(c)(1) Agreement and Plan of Merger, dated as of February 6, 1998, by and
among the Company, Parent, Purchaser and Heritage Fund II, L.P.*
(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.*
(c)(3) Summit Care Corporation Special Severance Pay Plan.*
(d) Not Applicable.
(e) Not Applicable.
(f) Not Applicable.
_______________________
* Previously filed.
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Exhibit (a)(11)
FOUNTAIN VIEW, INC.
11900 W. OLYMPIC BOULEVARD, SUITE 680
LOS ANGELES, CA 90064
FOR IMMEDIATE RELEASE
Contact:
Robert M. Snukal
Fountain View, Inc.
11900 W. Olympic Boulevard
Suite 680
Los Angeles, CA 90064
Tel: 310-571-0351
HERITAGE AND FOUNTAIN VIEW ACCEPT TENDERED SHARES OF SUMMIT CARE CORPORATION
BOSTON, Massachusetts and LOS ANGELES, California, March 27: Heritage Fund
II, L.P., Fountain View, Inc. and FV-SCC Acquisition Corp. ("FV-SCC") announced
today that 6,752,238 shares, or approximately 99.1% of the outstanding shares of
common stock of Summit Care Corporation (Nasdaq:SUMC) were tendered at a price
of $21.00 per share, net to the seller in cash, in response to FV-SCC's tender
offer, based upon a preliminary count by Harris Trust Company of New York, the
depositary. The tender offer expired by its terms on March 25, 1998 and the
shares tendered will be purchased in accordance with the terms of the offer.
Payment for the tendered shares is scheduled for March 27, 1998.
Fountain View will proceed with those steps necessary to complete the
merger of FV-SCC, its wholly-owned subsidiary, with and into Summit Care. The
merger is expected to be completed on or about April 16, 1998. Pursuant to the
merger, any shares of Summit common stock not tendered and purchased pursuant to
the tender offer will be converted into the right to receive $21.00 per share in
cash.
As a result of the acquisition, Fountain View, Inc. is a leading operator
of long-term care facilities and a leading provider of a full continuum of post-
acute care services, with a strategic emphasis on sub-acute specialty medical
care. Fountain View operates a network of facilities in California, Texas and
Arizona, including 44 skilled nursing facilities that offer sub-acute,
rehabilitative and specialty medical skilled nursing care, as well as six
assisted living facilities that provide room and board and social services in a
secure environment. Fountain View also operates contract and outpatient therapy
businesses, and three pharmacy units, one of which is a joint venture. The
combined operation will have approximately 6,600 beds, 5,300 full-time
equivalent employees and $275 million in annual revenues.
"As in many other sectors, the long-term care industry needs to consolidate
to remain competitive above all in view of the added pressure on pricing
stemming from managed care," says Michel Reichert, Heritage Managing General
Partner. Reichert added, "the merger of Fountain View and Summit, therefore,
will ensure a stronger market position for the two operations as large providers
of higher acuity skilled nursing services in Southern California and Texas."
Further information regarding acceptance and payment for tendered shares is
available from the information agent, Morrow & Co., Inc. at (800) 566-9061 or
from the dealer manager, Sutro & Co. at (310) 914-7799.
