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. 6
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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>
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CUSIP NO. 62543 VI 0
1 NAMES OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
GENESIS ELDERCARE CORP.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF and BK
5 CHECK BOX IF THE DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f)
5 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
6 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,790,495
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.7% (based on 32,904,492 shares outstanding)
(10) TYPE OF REPORTING PERSON
HC
2
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CUSIP NO. 62543 VI 0
1 NAMES OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
GENESIS ELDERCARE ACQUISITION CORP.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF and BK
5 CHECK BOX IF THE DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f)
5 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
6 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,790,495
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.7% (based on 32,904,492 shares outstanding)
(10) TYPE OF REPORTING PERSON
CO
3
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This Amendment No. 6 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,
September 29, 1997 and October 8, 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 October 9, 1997, the Purchaser issued a press release announcing that
its offer to purchase for cash all of the outstanding 12.5% Senior Subordinated
Notes due 2002 (the "Notes") of Multicare had expired at midnight. New York City
time, on October 8, 1997 and that following the expiration of the offer, the
Purchaser had accepted for payment all Notes validly tendered pursuant to the
offer to purchase such Notes. The full text of the press release is set forth in
Exhibit 11(a)(16) 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 October 9, 1997, the Parent issued a press release announcing that the
Offer had expired, as scheduled, at 7:00 p.m., New York City time, on Wednesday,
October 8, 1997 and that the Purchaser had accepted for purchase all Shares
validly tendered and not properly withdrawn prior to the expiration of the
Offer. The full text of the press release is set forth in Exhibit 11(a)(17) and
is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6(a) of the Schedule 14D-1/13D is hereby amended and supplemented as
follows:
On October 9, 1997, pursuant to the terms of the Offer, Purchaser accepted
for payment and paid for 30,257,554 Shares and had received notices of
guaranteed delivery and was therefore obligated to pay for, if delivered, an
additional 2,532,941 for Shares (the aggregate of 32,790,495 represents
approximately 99.7% of the total number of Shares, based on 32,904,492 Shares
outstanding).
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Schedule 14D-1/13D is hereby amended and supplemented as
follows:
The information provided in this Amendment No. 6 under Items 3 and 5 is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) (16) Press release issued by the Purchaser on October 9, 1997.
(a) (17) Press release issued by the Parent on October 9, 1997.
4
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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
-----------------------
TITLE: VICE PRESIDENT
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Date: October 10, 1997
5
Exhibit (A) (16)
For Immediate Release- National Circuit
Contact: George V. Hager, Jr. (610) 444-6350
Genesis ElderCare Acquisition Corp. Completes Offer to Purchase 12.50% Senior
Subordinated Notes due 2002 of The Multicare Companies, Inc.
Kennett Square, PA -- October 9, 1997 -- Genesis ElderCare
Acquisition Corp., a wholly owned subsidiary of Genesis ElderCare Corp.,
announced today that it has successfully completed its offer to purchase with
respect to the 12.50% Senior Subordinated Notes due 2002 (the "Notes") of The
Multicare Companies, Inc., a Delaware corporation ("Multicare").
As of 11:59 p.m., New York City time, on the October 8, 1997
expiration date, approximately $23,826,000 in aggregate principal amount of the
outstanding Notes had been tendered and consents had been provided, representing
approximately 99.69 percent of the $23,901,000 Notes outstanding.
Following the expiration of the offer, Genesis ElderCare
Acquisition Corp. accepted for payment all Notes validly tendered pursuant to
its Offer to Purchase and Consent Solicitation Statement dated September 11,
1997. The Total Consideration for each $1,000 principal amount of Notes tendered
was $107.2131 based on a payment date of October 9, 1997 (plus accrued and
unpaid interest).
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. (the Information Agent) at (800) 290-6427 (toll free).
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) (17)
For Immediate Release- National Circuit
Contact: George V. Hager, Jr. (610) 444-6350
GENESIS ELDERCARE CORP. SUCCESSFULLY COMPLETES CASH TENDER
OFFER OF THE SHARES FOR
THE MULTICARE COMPANIES, INC.
Kennett Square, PA--October 9, 1997--Genesis ElderCare Corp. today
announced that its cash tender offer for all outstanding shares of common stock
of The Multicare Companies, Inc. expired, as scheduled, at 7:00 pm, New York
City time, on Wednesday, October 8, 1997. Based on information provided by the
Depositary, a total of approximately 32,790,495 shares of The Multicare
Companies, Inc. (or approximately 99.65% of the outstanding shares of Multicare)
were validly tendered and not properly withdrawn pursuant to its cash offer for
all outstanding shares of Multicare. Such share amount includes approximately
2,532,941 shares subject to guarantee of delivery.
Genesis ElderCare Corp., through its subsidiary making the offer, has
accepted for purchase all shares validly tendered and not properly withdrawn
prior to the expiration of the offer.
In the second step of the acquisition, Multicare will be merged with a
subsidiary of Genesis ElderCare Corp., and each Multicare share not previously
purchased in the tender offer will be converted into the right to receive $28.00
in cash pursuant to the terms of the tender offer. The merger will be completed
as soon as practicable.
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.
