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. 1
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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. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 and Statement on Schedule 13D filed on June 20, 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 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 July 17, 1997, the Parent issued a press release announcing that it has
received early termination of the waiting period under the HSR Act and that it
has extended the period during which the Offer will remain open to 12:00
Midnight, New York City time, on Friday, August 15, 1997. The full text of the
press release is set forth in Exhibit 11(a)(9) and is incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b), (c) and (f) of the Schedule 14D-1/13D is hereby amended and
supplemented as follows:
The information provided in this Amendment No. 1 under Item 5 is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) (9) Press release issued by the Purchaser on July 17, 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: July 17, 1997
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EXHIBIT (A)(9)
For Immediate Release - National Circuit
Contact: George Hager (610) 444-6350
GENESIS ELDERCARE CORP. ANNOUNCES EARLY TERMINATION OF THE
HART-SCOTT-RODINO WAITING PERIOD AND EXTENDS TENDER OFFER FOR COMMON STOCK OF
THE MULTICARE COMPANIES, INC. TO AUGUST 15, 1997
Kennett Square, PA -- July 17, 1997 -- Genesis ElderCare Corp. announced today
that it has received early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 for the filings made in
connection with the acquisition of the Multicare Companies, Inc. ("Multicare").
Genesis ElderCare Corp. also announced today that it has extended the period
during which its tender offer for shares of common stock of Multicare will
remain open to 12:00 midnight, New York City time, on Friday, August 15, 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. While Genesis ElderCare Corp. expects that
these approvals will be obtained, further extensions of the tender offer may be
necessary in order to allow time for such approvals to be obtained.
As of the close of business on July 16, 1997, approximately 1.8 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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