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
and
STATEMENT ON
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 5
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THE MULTICARE COMPANIES, INC.
(Name of Subject Company)
GENESIS ELDERCARE ACQUISITION CORP.
AND
GENESIS ELDERCARE CORP.
(Bidder)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
62543 V1 0
(CUSIP Number of Class of Securities)
MICHAEL R. WALKER
GENESIS ELDERCARE CORP.
148 WEST STATE STREET
KENNETT SQUARE, PA 19348
TELEPHONE: (610) 444-6350
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
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COPIES TO:
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<S> <C> <C>
WILLIAM E. CURBOW, ESQ. RICHARD J. MCMAHON, ESQ. PAUL J. SHIM, ESQ.
SIMPSON THACHER & BARTLETT BLANK ROME COMISKY & MCCAULEY CLEARY, GOTTLIEB, STEEN & HAMILTON
425 LEXINGTON AVENUE 1200 FOUR PENN CENTER PLAZA ONE LIBERTY PLAZA
NEW YORK, NEW YORK 10017 PHILADELPHIA, PENNSYLVANIA 19103 NEW YORK, NEW YORK 10006
TELEPHONE: (212) 455-2000 TELEPHONE: (215) 569-5500 TELEPHONE: (212) 225-2000
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<PAGE>
This Amendment No. 5 amends and supplements the Tender Offer Statement on
Schedule 14D-1 and Statement on Schedule 13D filed on June 20, 1997 and amended
and supplemented on July 17, 1997, August 14, 1997, September 11, 1997 and
September 29, 1997 (as amended and supplemented, the "Schedule 14D-1/13D")
relating to the offer by Genesis ElderCare Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Genesis ElderCare
Corp., a Delaware corporation (the "Parent"), to purchase all of the outstanding
shares of Common Stock, par value $.01 per share (the "Shares"), of The
Multicare Companies, Inc., a Delaware corporation ("Multicare"), at a purchase
price of $28.00 per Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated June 20, 1997 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, together with the Offer to Purchase, constitute the
"Offer").
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 of the Schedule 14D-1/13D is hereby amended and supplemented as
follows:
On October 7, 1997, the Parent issued a press release announcing that it
has extended the period during which the Offer will remain open to 7:00 p.m.,
New York City time, on Wednesday, October 8, 1997. The full text of the press
release is set forth in Exhibit 11(a)(15) and is incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b) and 10(f) of the Schedule 14D-1/13D are hereby amended and
supplemented as follows:
The information provided in this Amendment No. 5 under Item 5 is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) (15) Press release issued by the Purchaser on October 7, 1997.
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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.
GENESIS ELDERCARE CORP.
By: /s/ James L. Singleton
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NAME: JAMES L. SINGLETON
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TITLE: VICE PRESIDENT
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GENESIS ELDERCARE ACQUISITION CORP.
By: /s/ James L. Singleton
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NAME: JAMES L. SINGLETON
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TITLE: VICE PRESIDENT
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Date: October 8, 1997
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EXHIBIT (A) (15)
Contact: George V. Hager, Jr.
Senior Vice President & Chief Financial Officer
(610) 444-6350
GENESIS ELDERCARE CORP. ANNOUNCES RECEIPT OF STATE REGULATORY
APPROVALS AND EXTENDS TENDER OFFER FOR COMMON STOCK
Kennett Square, PA - October 7, 1997 - Genesis ElderCare Corp. announced today
that it has received all state regulatory approvals the receipt of which are
conditions to the consummation of its tender offer for shares of common stock of
The Multicare Companies, Inc.
Genesis ElderCare Corp. also announced that it has extended the period during
which the tender offer will remain open to 7:00 p.m., New York City time, on
Wednesday, October 8, 1997 and expects to consummate the tender offer at such
time. No assurance can be given, however, that such consummation will take place
or that the tender offer will not be further extended.
As of the close of business on October 6, 1997, approximately 27.3 million
shares of common stock of Multicare had been validly tendered in connection with
the tender offer.
Genesis ElderCare Corp. was formed by Genesis Health Ventures, Inc. (NYSE:GHV),
The Cypress Group L.L.C. and TPG Partners II, L.P. to acquire Multicare.
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