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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
U.S. PHYSICAL THERAPY, INC.
(Name of Subject Company (Issuer))
U.S. PHYSICAL THERAPY, INC.
(Name of Filing Person (Issuer))
COMMON STOCK
(Title of Class of Securities)
90337L-10-8
(CUSIP Number of Class of Securities)
J. MICHAEL MULLIN
CHIEF FINANCIAL OFFICER
U.S. PHYSICAL THERAPY, INC.
3040 POST OAK BLVD., SUITE 222
HOUSTON, TEXAS 77056
(713) 297-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With a Copy to:
GEORGE P. BARSNESS, ESQ.
JOSEPH G. CONNOLLY, JR., ESQ.
HOGAN & HARTSON L.L.P.
555 13TH STREET, N.W.
WASHINGTON, D.C. 20007
(202) 637-5600
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
--------------------- --------------------
$5,500,000 $1,100
* Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of
1934, assuming that 500,000 shares of Common Stock are purchased for a price
per share of $11.00.
[ ]Check the 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: N/A Filing Party: N/A
--- ---
Form or Registration No.: N/A Date Filed: N/A
--- ---
[ ]Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[ ] going-private transaction subject to Rule 13e-3.
[X] issuer tender offer subject to Rule 13e-4.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [ ]
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This Amendment No. 1 to the Tender Offer Statement on Schedule TO relates
to the offer by U.S. Physical Therapy, Inc., a Nevada corporation ("U.S.
Physical Therapy"), to purchase, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated July 11, 2000 and the accompanying
letter of transmittal (which together constitute the "offer" and are filed as
Exhibit (a)(1) and (a)(2), respectively, to this Amendment No. 1 to the
Schedule TO), up to 500,000 shares of U.S. Physical Therapy's common stock,
$.01 par value per share, at a price per share of $11.00, net to the seller in
cash. This Amendment No. 1 to the Schedule TO is intended to satisfy the
reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of
1934, as amended.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in "Summary Term Sheet" of the Offer to Purchase
is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
The information set forth in "Introduction," "The Offer--Section 8, Price
range of shares; Dividends" and "The Offer--Section 10, Certain information
concerning us" of the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
U.S. Physical Therapy is the filing person. The following table names each
person specified in Instruction C to Schedule TO. Each filing person's business
address is 3040 Post Oak Blvd., Suite 222, Houston, Texas 77056, and each
filing person's business telephone number is (713) 297-7000.
Name Position
---- --------
J. Livingston Kosberg Chairman of the Board of Directors
Mark J. Brookner Vice Chairman of the Board of Directors
Roy W. Spradlin President, Chief Executive Officer and Director
Daniel C. Arnold Director
Bruce D. Broussard Director
James B. Hoover Director
Marlin W. Johnston Director
Richard C.W. Mauran Director
Albert L. Rosen Director
Michael Lang Senior Vice President of Development
J. Michael Mullin Chief Financial Officer
Stephen Rosenbloom Senior Vice President of Marketing
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ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in "Introduction," "The Offer--Section 1, Number
of shares; Proration," "The Offer--Section 2, Purpose of the offer; Certain
effects of the offer," "The Offer--Section 3, Procedures for tendering shares,"
"The Offer--Section 4, Withdrawal rights," "The Offer--Section 5, Purchase of
shares and payment of purchase price," "The Offer--Section 14, Certain federal
income tax consequences" and "The Offer--Section 15, Extension of the offer;
Termination; Amendment" of the Offer to Purchase is incorporated herein by
reference.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The information set forth in "The Offer--Section 11, Interests of
directors and officers; Transactions and arrangements concerning shares" of the
Offer to Purchase is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
The information set forth in "The Offer--Section 2, Purpose of the offer;
Certain effects of the offer" of the Offer to Purchase is incorporated herein
by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in "The Offer--Section 9, Source and amount of
funds," "The Offer--Section 10, Certain information concerning us" and "The
Offer--Section 16, Fees and expenses" of the Offer to Purchase is incorporated
herein by reference.
ITEM 8. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY.
The information set forth in "The Offer--Section 11, Interests of
directors and officers; Transactions and arrangements concerning shares" of the
Offer to Purchase is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
None.
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ITEM 10. FINANCIAL STATEMENTS.
The information set forth in "The Offer--Section 10, Certain information
concerning us" of the Offer to Purchase is incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
None.
ITEM 12. EXHIBITS.
(a)(1)(A) Form of Offer to Purchase, dated July 11, 2000.
(a)(1)(B) Form of Letter of Transmittal (including
Certification of Taxpayer Identification Number on
IRS Substitute Form W-9 and Guidelines for
Certification of Taxpayer Identification Number on
IRS Substitute Form W-9).
(a)(1)(C) Form of Notice of Guaranteed Delivery.
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(E) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(2-4) Not applicable.
(a)(5)(A) Text of Press Release issued by U.S. Physical Therapy, Inc.,
dated June 30, 2000.*
(a)(5)(B) Form of Letter to Stockholders of U.S. Physical Therapy, Inc.,
dated July 11, 2000, from J. Livingston Kosberg, Chairman of
U.S. Physical Therapy, Inc.
(b) The Southwest Bank of Texas N.A. Three Year $2.5 million Term
Loan Agreement, dated July 1, 2000.
(d) None.
(g) None.
(h) Not applicable.
* Previously filed on Schedule TO.
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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.
U.S. PHYSICAL THERAPY, INC.
By: /s/ J. Michael Mullin
---------------------
Name: J. Michael Mullin
Title: Chief Financial Officer
Dated: July 11, 2000
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EXHIBIT INDEX
Exhibit No. Description
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(a)(1)(A) Form of Offer to Purchase, dated July 11, 2000.
(a)(1)(B) Form of Letter of Transmittal (including
Certification of Taxpayer Identification Number on
IRS Substitute Form W-9 and Guidelines for
Certification of Taxpayer Identification Number on
IRS Substitute Form W-9).
(a)(1)(C) Form of Notice of Guaranteed Delivery.
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(E) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(2-4) Not applicable.
(a)(5)(A) Text of Press Release issued by U.S. Physical Therapy, Inc.,
dated June 30, 2000.*
(a)(5)(B) Form of Letter to Stockholders of U.S. Physical Therapy, Inc.,
dated July 11, 2000, from J. Livingston Kosberg, Chairman of
U.S. Physical Therapy, Inc.
(b) The Southwest Bank of Texas N.A. Three Year $2.5 million Term
Loan Agreement, dated July 1, 2000.
(d) None.
(g) None.
(h) Not applicable.
* Previously filed on Schedule TO.
