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. 2
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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
</TABLE>
<PAGE>
This Amendment No. 2 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 (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 (the "Company"), 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"). Unless otherwise indicated, all capitalized terms used but not
defined herein shall have the meanings assigned to them in the Schedule
14D-1/13D.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Purchaser completed the sale of $250,000,000 of its 9% Senior Subordinated
Notes due 2007. The proceeds from such sale will be used in place of the Bridge
Notes to finance in part the Offer and the Merger.
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 August 14, 1997, the Parent issued a press release announcing, among
other things, that it has extended the period during which the Offer will
remain open to 12:00 midnight, New York City time, on Friday,
September 12, 1997. The full text of the press release is set forth in
Exhibit 11(a)(10) and is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b) and (f) of the Schedule 14D-1/13D are hereby amended and
supplemented as follows:
The information provided in this Amendment No. 2 under Item 5 is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) (10) Press release issued by the Purchaser on August 14, 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: August 14, 1997
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EXHIBIT (A)(10)
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 SEPTEMBER 12, 1997
Kennett Square, PA -- August 14, 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 Friday, September 12, 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.
Genesis ElderCare Corp. also announced completion of the sale of $250,000,000 of
9% Senior Subordinated Notes due 2007 by its subsidiary, Genesis ElderCare
Acquisition Corp., to be used as part of the financings to consummate the tender
offer and subsequent merger.
As of the close of business on August 13, 1997, approximately 23.5 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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