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. 4
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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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This Amendment No. 4 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 and September 11, 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 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3(a) of the Schedule 14D-1/13D is hereby amended and supplemented
as follows:
On September 29, 1997, the Purchaser issued a press release announcing
that it had received sufficient consents pursuant to its offer to purchase for
cash and solicitation of consents for all outstanding 12.5% Senior Subordinated
Notes due 2002 of Multicare (the "Notes") in order to amend the Indenture under
which the Notes were issued and thereby eliminate substantially all of the
restrictive covenants contained in such Indenture. The full text of the press
release is set forth in Exhibit 11(a)(13) and is incorporated herein by
reference.
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 September 29, 1997, the Parent issued a press release announcing that it
has extended the period during which the Offer will remain open to 12:00
midnight, New York City time, on Tuesday, October 7, 1997. The full text of the
press release is set forth in Exhibit 11(a)(14) and is incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(b) of the Schedule 14D-1/13D is hereby amended and
supplemented as follows:
The information provided in this Amendment No. 4 under Item 5 is
incorporated herein by reference.
Item 10(f) of the Schedule 14D-1/13D is hereby amended and supplemented
as follows:
The information provided in this Amendment No. 4 under Items 3 and 5 is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) (13) Press release issued by the Purchaser on September 29, 1997.
(a) (14) Press release issued by the Parent on September 29, 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: September 29, 1997
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EXHIBIT (A) (13)
For Immediate Release - National Circuit
Contact: George Hager (610) 444-6350
GENESIS ELDERCARE ACQUISITION CORP. ACHIEVES REQUISITE
CONSENTS IN TENDER OFFER AND CONSENT SOLICITATION FOR
12.50% SENIOR SUBORDINATED NOTES DUE 2002
OF THE MULTICARE COMPANIES, INC.
Kennett Square, PA -- September 29, 1997 -- Genesis ElderCare Acquisition Corp.,
a Delaware corporation ("GEAC") and a wholly owned subsidiary of Genesis
ElderCare Corp., a Delaware corporation, today announced, in connection with its
previously announced tender offer and consent solicitation for all outstanding
12.50% Senior Subordinated Notes due 2002 (the "Notes") of The Multicare
Companies, Inc., a Delaware corporation ("Multicare"), that as of 5:00 p.m., New
York City time on September 26, 1997, it has received sufficient duly executed
and unrevoked consents from the holders of the Notes to effect the proposed
amendments to the indenture under which the Notes were issued.
Under the terms of GEAC's Offer to Purchase and Consent Solicitation Statement
dated September 11, 1997, holders who properly tender their Notes and deliver
the related consents by 5:00 p.m., New York City time, on September 30, 1997
will be entitled to receive a consent payment of $20.00 per $1,000 principal
amount of Notes, if the Notes are accepted for purchase pursuant to GEAC's Offer
to Purchase and Consent Solicitation Statement. Holders who properly tender
their Notes and deliver the related consents after 5:00 p.m., New York City
time, on September 30, 1997 will not be entitled to a consent payment, but will
be entitled to receive the balance of the consideration being offered by GEAC
for the Notes, subject to the terms and conditions of GEAC's Offer to Purchase
and Consent Solicitation Statement.
Promptly after the consummation of the previously announced tender offer by GEAC
for all of the outstanding common stock of Multicare, GEAC intends to cause a
supplemental indenture incorporating the proposed amendments to the indenture to
be executed by Multicare and the trustee for the Notes, as described in GEAC's
Offer to Purchase and Consent Solicitation Statement. Waivers effected by the
supplemental indenture of the restrictive covenants contained in the indenture
will become operative upon the execution of the supplemental indenture by
Multicare and the trustee, but the elimination and modification effected by the
supplemental indenture of the covenants set forth in the indenture will not
become operative unless and until the tender offer and consent solicitation is
consummated in accordance with its terms. Once the proposed amendments become
operative, the holders of untendered Notes will be bound thereby. The tender
offer expires at 5:00 p.m, New York City time, on October 8, 1997, unless
extended.
Requests for information or documents should be directed to Morgan Stanley Dean
Witter at (212) 761-4341 (the Dealer Manager) or D.F. King & Co., Inc. at (800)
290-6427 (toll free) (the Information Agent).
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.
EXHIBIT (A)(14)
For Immediate Release - National Circuit
Contact: George Hager (610) 444-6350
GENESIS ELDERCARE CORP. EXTENDS TENDER OFFER FOR COMMON STOCK OF
THE MULTICARE COMPANIES, INC. TO OCTOBER 7, 1997
Kennett Square, PA -- September 29, 1997 -- Genesis ElderCare Corp. announced
today that it has extended the period during which its tender offer for shares
of common stock of The Multicare Companies, Inc. ("Multicare") will remain open
to 12:00 midnight, New York City time, on Tuesday, October 7, 1997, unless
further extended. The extension has been made in order to allow for the receipt
of governmental approvals the receipt of which are conditions to the
consummation of the tender offer.
Filings required to be made by Genesis ElderCare Corp. prior to consummation
of the tender offer are undergoing review by various regulatory agencies.
In certain cases, Genesis ElderCare Corp. expects it will need waivers by
regulatory agencies of certain regulations or other relief in order to
receive the required approvals. While Genesis ElderCare Corp. believes that
these approvals will be obtained, further extension of the tender offer
may be necessary in order to allow time for such approvals to be obtained,
and no assurance can be given that such approvals ultimately will be obtained.
As of the close of business on September 26, 1997, approximately 26.7 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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