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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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VITALINK PHARMACY SERVICES, INC.
(Name of Subject Company)
VITALINK PHARMACY SERVICES, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 per share
(Title of Class of Securities)
92846E10 4
(CUSIP Number of Class of Securities)
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Robert W. Horner, III
Senior Vice President, General Counsel and Secretary
Vitalink Pharmacy Services, Inc.
One Ravinia Drive, Suite 1240
Atlanta, Georgia 30346
(770) 677-7915
(Name, address, and telephone number of person authorized to receive notices
and
communications on behalf of the person(s) filing statement)
Copy to:
Eliot W. Robinson, Esq.
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 572-6600
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ITEM 1. SECURITY AND SUBJECT COMPANY
The name of the subject company is Vitalink Pharmacy Services, Inc., a
Delaware corporation (the "Company"), and the address of its principal
executive offices is One Ravinia Drive, Suite 1240, Atlanta, Georgia 30346.
The title of the class of equity securities to which this statement relates is
the Common Stock, par value $.01 per share (the "Common Stock") of the
Company.
ITEM 2. TENDER OFFER OF THE BIDDER
This statement relates to the tender offer by Manor Care, Inc., a Delaware
corporation (the "Purchaser"), to purchase up to 1,500,000 shares (the
"Shares") of the outstanding Common Stock at a purchase price of $20.00 per
Share, net to the seller in cash as disclosed in a Tender Offer Statement on
Schedule 14D-1 filed by Purchaser on April 24, 1997 and Amendment No. 1
thereto filed by Purchaser on April 28, 1997 (collectively the "Schedule 14D-
1") and upon the terms and subject to the conditions set forth in the related
Offer to Purchase dated April 24, 1997 (the "Offer to Purchase") and the
related Letter of Transmittal (which collectively constitute the "Offer" and
are contained within the Schedule 14D-1). The Schedule 14D-1 states that the
address of the Purchaser's principal executive offices is 11555 Darnestown
Road, Gaithersburg, Maryland 20878.
ITEM 3. IDENTITY AND BACKGROUND
(a) The name and business address of the Company, which is the person filing
this statement, are set forth in Item 1 above.
On February 12, 1997, the Company acquired the institutional pharmacy
business of GranCare, Inc., a California corporation ("GranCare"), through the
merger of GranCare with and into the Company, with the Company surviving the
merger (the "Merger"). In order to facilitate the Merger, GranCare's skilled
nursing, home healthcare, assisted living and contract management businesses
and related assets (the "Skilled Nursing Business") were transferred to New
GranCare, Inc. ("New GranCare"), a wholly owned subsidiary of GranCare, and
all of the issued and outstanding common stock of New GranCare was distributed
to the shareholders of GranCare. GranCare's only remaining business, its
institutional pharmacy business, was acquired by the Company in the Merger and
is operated by TeamCare, Inc. ("TeamCare"), a wholly owned subsidiary of the
Company. As a consequence of the Merger, each GranCare shareholder received
0.478 of a share of the Company's common stock for each share of GranCare
common stock owned as of the effective time of the Merger. The Company also
assumed certain items of GranCare's consolidated indebtedness, including
existing long-term indebtedness of GranCare associated with the operation of
its institutional pharmacy business (approximately $56.5 million at December
31, 1996). In addition, the Company incurred indebtedness under a $200 million
revolving credit facility executed prior to the effective time of the Merger
among the Company, certain of its subsidiaries and The Chase Manhattan Bank,
as agent, and the lenders party thereto to finance the repurchase of $98.2
million aggregate principal amount of GranCare's 9-3/8% senior subordinated
notes due 2005; approximately $1.8 million principal amount of such notes
remained outstanding which was assumed by the Company. The Merger was
accounted for using the purchase method of accounting with an effective date
of February 1, 1997 and, accordingly, the results of operations of TeamCare,
the acquired business, have been included in the Company's consolidated
financial statements since February 1, 1997.
The Company is subject to the information and reporting requirements of the
Exchange Act of 1934, as amended, and in accordance therewith is required to
file periodic reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC") relating to its business,
financial position and other matters. Certain information, as of particular
dates, concerning the Company's business, the Merger, principal physical
properties, capital structure, material pending legal proceedings, operating
results, financial condition, directors and officers (including their
remuneration and stock options granted to them), the principal holders of the
Company's securities, any material interests of such persons in transactions
with the Company and certain other matters is required to be disclosed in
information statements, proxy statements and annual reports distributed to the
Company's stockholders and filed with the SEC. Such reports, information
statements, proxy statements and other information may be inspected and copied
at the Public Reference Section maintained by
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the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at its regional offices located at: 7 World Trade Center, New York, New
York 10048; and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511; and copies may be obtained by mail at prescribed rates from the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. The SEC also maintains an Internet site on the world wide web at
http://www.sec.gov that contains reports, proxy statements and other
information. Reports, proxy statements and other information concerning the
Company also should be available for inspection at the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
(b) By reason of the relationships and other factors more fully discussed
below, the Company has conflicts of interest in considering the Offer.
RELATIONSHIPS AND AGREEMENTS BETWEEN THE PURCHASER AND THE COMPANY
Shareholders Agreement.
Under the shareholders agreement dated as of February 12, 1997 between the
Purchaser and the Company (the "Shareholders Agreement"), the Purchaser and
the Company agreed that for a period of three years from the effective time of
the Merger, the Purchaser will not, directly or indirectly, offer, sell or
otherwise dispose of any shares of Common Stock of the Company in a public
offering, without the prior written consent of a majority of the GranCare
Nominees (as defined in the Shareholders Agreement). The Shareholders
Agreement also provides that the Purchaser will not for a period of three
years, transfer an amount of shares of Common Stock that equals more than 10%
of the outstanding Common Stock of the Company to any "person or group," (as
such terms are defined in Section 13(d) and the relevant rules promulgated
under the Exchange Act or any successor provision) (a "Transferee") unless
immediately prior to such transfer such Transferee shall have agreed to be
bound by the terms of the Shareholders Agreement. Private sales by the
Purchaser to a Transferee of a number of shares of Common Stock of the Company
that is less than 10% of the then total amount of outstanding shares of Common
Stock will not result in the Transferee being required to be bound by the
terms of the Shareholders Agreement. In addition, pursuant to the Shareholders
Agreement, the Purchaser has agreed, for a period of three years from the
Merger, to vote all of the shares of the Company's Common Stock beneficially
owned by the Purchaser in favor of the election of the four GranCare Nominees
(or any successor to any such nominee designated by a majority of the
remaining GranCare Nominees) to be directors of the Company. In addition,
under the Shareholders Agreement, for a period of three years from the date of
consummation of the Merger, the Company's Board will consist of eight
directors. The four non-GranCare Nominees are nominated by the Purchaser and,
currently, three of such persons are employees of the Purchaser.
Administrative Services Agreement.
The Company and the Purchaser entered into an administrative services
agreement (the "Administrative Services Agreement"), pursuant to which the
Purchaser provides the Company with various services such as maintenance of
employee benefit plans, payroll, legal, insurance, financial, accounting, tax
and information systems. It is anticipated that this agreement will be
terminated within one year following the Merger. Pursuant to the
Administrative Services Agreement the Company agrees to reimburse the
Purchaser for the direct cost of rendering services to the Company. Where such
direct costs cannot be separately measured, the Company will pay a portion of
the total cost based on the Purchaser's current practices for allocating those
costs among its subsidiaries. The Purchaser charges the Company for services
rendered at the end of each month based on budgeted expenditures determined
from prior fiscal year actual experience. The respective Audit Committees of
the Company and the Purchaser meet at the end of each fiscal year to review
the time allocations and services provided during the previous fiscal year and
agree on the charges for those services in accordance with the second
preceding sentence, as well as the budget for the next fiscal year. A year-end
adjustment is made to the financial statements of the Company to reflect
allocated reimbursed expenses. Administrative fees of approximately $480,000,
$595,000, $551,000 and $500,000, for the nine months ended February 28, 1997,
and the fiscal years 1996, 1995 and 1994, respectively, were paid by the
Company to the Purchaser for services rendered.
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Under the terms of the Administrative Services Agreement, the Purchaser
charges the Company on a favorable marginal cost basis for the services it
provides. Allocations of costs to the Company that are not separately measured
are based on professional employees in each administrative department making
quarterly estimates of time spent during the prior quarter on various
Purchaser subsidiaries (including the Company), and each department's costs
(including overhead) being allocated in accordance with such estimated time
and allocations of certain common costs based on appropriate relative factors,
such as numbers of employees. Such common costs include an allocable portion
of the base compensation of the officers of the Purchaser who serve as
officers of the Company. The Purchaser and the Company believe that the
allocation system is reasonable in view of the costs of implementing a more
precise system, although it may reflect higher or lower charges for services
provided to the Company than the Company might obtain from third parties.
The Administrative Services Agreement is terminable by the Company or by the
Purchaser as of the end of any month on 180 days' written notice. There can be
no assurances that the Company could obtain such services from third parties
at the same or lower cost as provided by the Purchaser.
The Purchaser makes available to employees of the Company the benefit and
health plans in effect for employees of the Purchaser. The Company reimburses
the Purchaser based on the per participant rates associated with providing
such plans to employees of the Company. The Administrative Services Agreement
also provides that the Purchaser furnish additional services as may be
reasonably requested by the Company on similar terms.
Tax Agreement.
The Company and the Purchaser are parties to a tax agreement (the "Tax
Agreement") with respect to periods prior to the Merger, which provides for
(i) the payment of federal income taxes and remittance of funds for periods
during which the Company and the Purchaser were included in the same
consolidated group for federal income tax purposes; (ii) the allocation of
responsibility for the filing of such tax returns; (iii) the conduct of tax
audits and the handling of tax controversies; and (iv) various related
matters. For the periods during which the Company was included in the
Purchaser's consolidated federal income tax returns, the Company was required
to pay the Purchaser its federal income tax liability (determined without
taking into account any surtax exemption, alternative minimum tax exemption
amount or exemption of an amount from the tax imposed under Section 59A of the
Internal Revenue Code of 1986, as amended), and was entitled to receive
refunds, determined as if the Company and its subsidiaries had filed a
separate federal income tax return. Under the Tax Agreement, the Purchaser had
the power and authority to make the ultimate decision as to reporting on tax
returns and calculations of taxes. The same principles apply in the event the
Purchaser and the Company or any of their subsidiaries joined in filing any
combined or consolidated state or local income or franchise tax returns.
Intercompany Debt and Credit Agreement.
Prior to the consummation of the Merger, the Company and the Purchaser were
parties to an intercompany debt and credit agreement (the "Intercompany Debt
and Credit Agreement") pursuant to which the Purchaser provided the Company
with a line of credit (the "Line of Credit") in the amount of $10,000,000. The
Intercompany Debt and Credit Agreement, dated June 1, 1991, was initially for
a five-year term with an evergreen provision. The interest rate charged on
borrowed funds was LIBOR plus 5/8 percentage points. Pursuant to the
Intercompany Debt and Credit Agreement, the Company would lend all its excess
cash to the Purchaser, which cash would earn interest at the three-month
Treasury bill rate plus 100 basis points, as determined monthly by averaging
the secondary market rate per the Federal Reserve statistical release for the
first and last day so published.
Master Agreements.
Under various master agreements with the Purchaser, the Company may at its
option provide pharmaceutical, consulting and infusion therapy products and
services to any and all nursing facilities owned or licensed by the Purchaser
through May 2001 in accordance with the terms of the agreement and subject to
each
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individual patient's right to designate his or her own pharmacy or infusion
therapy provider (the "Master Agreements"). Each individual pharmacy service
agreement entered into pursuant to the Master Agreements, however, may be
limited or terminated under certain circumstances, including the disposition
of any nursing facilities by the Purchaser.
Pursuant to the Master Agreements, a portion of the Company's business is
with the Purchaser. The Company's contracts with the Purchaser resulted in
revenue of approximately $58,062,000, $67,066,000, $54,734,000, and
$45,976,000, for the nine months ended February 28, 1997 and the fiscal years
1996, 1995 and 1994, respectively.
The Master Agreements are of a significantly longer term and have higher
consulting fees than comparable agreements the Company has with non-affiliated
third parties. Although the Purchaser intends to continue to operate under the
Master Agreements, future agreements for the provision of pharmacy services to
the Purchaser may contain terms comparable to those that the Company could
obtain from third parties in an arms-length transaction.
Manor Care Pharmacy, Infusion Therapy and Consulting Services
Agreements. Pursuant to four agreements with the Purchaser, the Company
provides pharmaceutical products and services, enteral and parenteral therapy
supplies and services, urological and ostomy products, intravenous product and
services and pharmacy consulting services to nursing facilities operated by
the Purchaser. The Company is not restricted from providing similar services
to non-Purchaser facilities.
Master Agreement for Pharmacy Services. On June 1, 1991 the Company and the
Purchaser entered into a Master Agreement for Pharmacy Services (the "Master
Agreement for Pharmacy Services") pursuant to which the Company has the option
to provide pharmaceutical service to any and all nursing facilities owned or
licensed by the Purchaser. The option is exercisable from time to time as the
Company establishes the capability to serve additional facilities operated by
the Purchaser. The Master Agreement for Pharmacy Services calls for each
individual nursing facility to enter into a separate agreement with the
Company which defines the scope of services, duties and obligations of the
Company and compensation. Pricing for services and products is determined on a
market-by-market basis and is subject to reimbursement limitations depending
on the payor source. The initial term of the Master Agreement and the
individual facility agreement is ten years, with automatic renewals for
successive five-year periods unless either party gives notice at least 180
days prior to the end of the initial term or any renewal term that it desires
to terminate the agreement. The individual facility agreements can be
terminated early by the facility under various circumstances, including if the
Company fails to provide services which conform to generally accepted pharmacy
practices or upon 30 days' notice in the event the Purchaser will no longer
own or hold the license to the facility upon its sale to a third party.
Master Pharmacy Consulting Agreement. On June 1, 1991 the Company and the
Purchaser entered into a Master Pharmacy Consulting Agreement (the "Master
Pharmacy Consulting Agreement") whereby the Company has agreed to develop and
implement a program to provide for all needed consultant pharmacy services to
any and all nursing facilities owned or licensed by the Purchaser that the
Company has the capability of servicing. The Master Pharmacy Consulting
Agreement (the "Consultant Pharmacy Services Agreement") calls for each
individual nursing facility of the Purchaser to enter into a separate
Individual Pharmacy Consulting Agreement with the Company which defines the
duties and obligations of the Company and the compensation for services. Each
nursing facility is billed monthly by the Company based on its number of
licensed beds. The initial term of the Master Pharmacy Consulting Agreement
and the individual Consultant Pharmacy Service Agreement is ten years with
automatic renewal for successive five-year periods, unless either party gives
notice at least 180 days prior to the end of the initial term or any renewal
term that it desires to terminate the agreement. The individual facility
agreements can be terminated early by the facility under various
circumstances, including if the Company fails to provide services which
conform to generally accepted pharmacy practices or upon 30 days' notice in
the event the Purchaser will no longer own or hold the license to the facility
upon its sale to a third party.
Pharmacy Services Consultant Agreement. On June 1, 1991, the Company and the
Purchaser entered into a Pharmacy Services Consultant Agreement (the "Pharmacy
Services Consultant Agreement") whereby the Company agreed to assist the
Purchaser at the corporate level in establishing uniform pharmacy delivery
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standards for all of its nursing facilities including those not serviced by
the Company. Such assistance takes the form of advising the Purchaser on
compliance with applicable laws, rules and regulations, providing in-services
to the Purchaser's corporate staff on all phases of pharmacy services, and
consulting with the Purchaser at the corporate level on all operating policies
and procedures concerning administration and record keeping of pharmaceuticals
at its nursing facilities. No pharmacy consulting services are provided to
individual nursing facilities under this agreement. For the services provided
under the Pharmacy Services Consultant Agreement, the Purchaser pays the
Company an annual fee, initially $10.00 per nursing facility bed operated by
the Purchaser. The initial term of the agreement is ten years, with automatic
renewal for successive five-year periods; however, either party may notify the
other of its intent not to so renew upon 90 days' written notice. At August
31, 1996, the Purchaser operated approximately 24,000 nursing facility beds.
Following the Merger the Company terminated the Intercompany Debt and Credit
Agreement with the Purchaser. The Tax Agreement remains in place with respect
to periods prior to the Merger. All other existing agreements between the
Company and the Purchaser have remained in place following the Merger.
Interests of Certain Persons and Stockholdings of Certain Officers and
Directors.
As a result of the composition of the Board of Directors and security
ownership of Purchaser discussed below and the Shareholders Agreement
described above, Purchaser is able to exert substantial control over the
Company which would be increased upon consummation of the Offer.
Directors and Officers. Currently, of the eight members of the Company's
Board of Directors, four have been designated by the Purchaser, of which three
are also directors and officers of the purchaser; Stewart Bainum, Jr., is the
Chairman of the Board and Chief Executive Officer of the Purchaser and the
Chairman of the Board of the Company; Joseph Buckley is an Executive Vice
President of the Purchaser and a Director of the Company and James H. Rempe is
a Senior Vice President, General Counsel and Secretary of the Purchaser and a
Director of the Company. The other director of the Company nominated by the
Purchaser is a former officer of the Purchaser.
Security Ownership. The Purchaser currently owns 11,500,000 shares of Common
Stock, representing approximately 45% of the outstanding Common Stock. The
Schedule 14D-1 states that a director of the Purchaser beneficially owns, in
the aggregate, 3,000 shares of Common Stock.
Other Actual or Potential Conflicts of Interest.
No Arms' Length Negotiation. The Offer price of $20.00 per Share was
established by the Purchaser and is not the result of arms' length
negotiations between the Company and the Purchaser. The Company has not
retained any unaffiliated person to represent stockholders. If an unaffiliated
person had been engaged to represent stockholders, the terms and Offer might
have been different and the unaffiliated person might have been able to
negotiate a higher price to be paid in the Offer.
Voting Control. Subject to the Shareholders' Agreement, if the Purchaser
acquires 1,500,000 Shares in the Offer, it will beneficially own 51% of the
outstanding Common Stock and will be able to control the outcome of
substantially all actions requiring stockholder approval, including the
election of directors, mergers, sales of assets and other such transactions
affecting the Company. This voting power could (i) prevent non-tendering
stockholders from taking action they desired but the Purchaser opposed and
(ii) enable the Purchaser and the Company to take action desired by the
Company and the Purchaser but opposed by non-tendering stockholders.
Diminished Likelihood of Future Offers at Control Premium. As a result of
the Purchaser's ownership of a majority of the outstanding Common Stock
following the Offer, the possibility that a third party would offer a "control
premium" to stockholders is substantially reduced. The ability of a third
party to acquire control of, or engage in a business combination, with, the
Company without the approval of the Purchaser will be significantly reduced in
the event the Purchaser acquires a majority of the outstanding Common Stock
upon completion of the Offer.
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Change of Control Provisions. The acquisition of a majority of the
outstanding Common Stock could constitute a change of control under various
agreements to which the Company is a party. The Company is not aware of any
change of control provisions that would be triggered by the completion of the
Offer, although the Company has not undertaken a thorough review of its
agreements in connection with the Offer. No assurance can be given that
Purchaser's acquisition of a majority of the outstanding Common Stock would
not have a material adverse affect on the Company as the result of the
application of change of control provisions in agreements to which the Company
is a party.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
As discussed in Item 3 above, the Company and its Board of Directors may
have conflicts of interest with respect to the Offer. For this reason, the
Company and its Board of Directors express no opinion and are not making any
recommendation as to whether stockholders should tender their Common Stock in
response to the Offer. STOCKHOLDERS SHOULD EXERCISE THEIR OWN JUDGMENT, ON THE
ADVICE OF THEIR OWN FINANCIAL ADVISORS AND LEGAL COUNSEL, IN EVALUATING THE
OFFER.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
Neither the Company nor any person acting on its behalf has employed,
retained or compensated or intends to employ, retain or compensate any person
or class of persons to make solicitations or recommendations to stockholders
on its behalf concerning the Offer.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) The Company has not effected any transactions in the shares of Common
Stock during the past 60 days, and is not aware of any other transactions in
Common Stock during the past 60 days by any of its executive officers,
directors, affiliates or subsidiaries, other than routine purchases by
employees pursuant to elections previously made under the Company's employee
stock purchase plan.
(b) Donna L. DeNardo, President and Chief Operating Officer of the Company,
has indicated that she intends to tender 20,000 shares of Common Stock to the
Purchaser in the Offer. Gene E. Burleson, Chief Executive Officer and a
director of the Company, and Gary U. Rolle, a director of the Company, have
not advised the Company whether they intend to tender Common Stock owned by
them to the Purchaser in the Offer. Except for the foregoing, the Company's
executive officers and directors have indicated that they do not intend to
tender Common Stock owned by them to the Purchaser in the Offer.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
(a) Except as disclosed herein, no negotiation is being undertaken or is
underway by the Company 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 of the Company;
(2) a purchase, sale or transfer of a material amount of assets by the
Company or any subsidiary of the Company;
(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.
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(b) Except as disclosed herein, there is no transaction, board resolution,
agreement in principle or a 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
Not applicable.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Letter, dated May 7, 1997 from the Company to its stockholders.
</TABLE>
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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.
Dated: May 7, 1997
VITALINK PHARMACY SERVICES, INC.
By: /s/ Gene E. Burleson
Name: Gene E. Burleson
Title: Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Letter, dated May 7, 1997 from the Company to its stockholders.
</TABLE>
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VITALINK PHARMACY SERVICES, INC.
MAY 7, 1997
Dear Stockholder:
As you are by now aware, Manor Care, Inc., a Delaware corporation (the
"Purchaser") has made an offer (the "Offer") to purchase 1,500,000 shares (the
"Shares") of Common Stock, par value $.01 (the "Common Stock") of Vitalink
Pharmacy Services, Inc., a Delaware corporation (the "Company") at a price of
$20.00 per Share. Enclosed is a copy of the Company's Statement on Schedule
14D-9 which was filed with the Securities and Exchange Commission and sets
forth the Company's response to the Offer.
The Purchaser currently beneficially owns approximately 45% of the
outstanding Common Stock of the Company and one-half of the total number of
directors of the Company are designated by Purchaser pursuant to a
shareholders agreement. In addition, the Company is a party to certain
agreements with the Purchaser relating to the operations of the Company
described in the enclosed Schedule 14D-9. Due to the affiliation between the
Purchaser and the Company, among other things, the Company and its Board of
Directors is subject to certain conflicts of interest with respect to the
Offer.
As a result of the existing and potential conflicts of interest, which
conflicts of interest are more fully described in the enclosed Schedule 14D-9,
neither the Company nor the Board of Directors expresses any opinion or makes
any recommendation as to whether stockholders should tender their Common Stock
in response to the Offer.
Stockholders are advised to carefully read the enclosed Schedule 14D-9 and
consult with their own legal counsel and financial advisors.
VITALINK PHARMACY SERVICES, INC.
