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. 3
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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. 3 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 and August 14, 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 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 11, 1997, the Purchaser issued a press release
announcing that it has commenced an offer to purchase for cash all outstanding
12.5% Senior Subordinated Notes due 2002 (the "Notes") of the Company and a
solicitation of consents from the holders of the Notes to certain amendments
to the Indenture under which the Notes were issued which will 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)(11) 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 11, 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 Tuesday,
September 30, 1997. The full text of the press release is set forth in
Exhibit 11(a)(12) 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. 3 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. 3 under Items 3 and 5 are
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) (11) Press release issued by the Purchaser on September 11, 1997.
(a) (12) Press release issued by the Parent on September 11, 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 11, 1997
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Exhibit (A)(11)
GENESIS ELDERCARE ACQUISITION CORP. COMMENCES OFFER TO PURCHASE
12.50% SENIOR SUBORDINATED NOTES DUE 2002 OF THE MULTICARE COMPANIES, INC.
Contact: George V. Hager, Jr.
Senior Vice President & Chief Financial Officer
(610) 444-6350
Kennett Square, PA -- September 11, 1997 -- Genesis ElderCare Acquisition
Corp., a Delaware corporation ("GEAC") and a wholly owned subsidiary of
Genesis ElderCare Corp., a Delaware corporation ("Parent"), today announced the
commencement of an offer (the "Offer") to purchase for cash all outstanding
12.50% Senior Subordinated Notes due 2002 (the "Notes") of The Multicare
Companies, Inc., a Delaware corporation ("Multicare"). The offer consideration
to be paid for each validly tendered Note will equal the present value of all
scheduled principal, premium and interest payments due on the Note through
January 1, 1998 (the first call date for the Notes), discounted to the payment
date at an annual compounded rate equal to the yield to maturity of 5 1/4%
U.S. Treasury Bills due December 31, 1997, as calculated by the Dealer Manager
in accordance with standard market practice, minus the consent payment
(described below) for such Note. The purchase price will be set at 2:00 p.m.,
New York City time, on the third business day prior to the expiration date for
the Offer. In addition, holders who tender their Notes will receive accrued and
unpaid interest on the tendered Notes to, but not including, the payment date.
In connection with the Offer, GEAC is also soliciting consents from holders of
Notes to certain waivers of, and amendments to, the provisions of the Indenture
under which the Notes were issued. The waiver will waive any default under the
Indenture arising from the consummation of the tender offer by GEAC and Parent
to purchase all the outstanding shares of common stock of Multicare at a
purchase price of $28.00 per share (the "Equity Tender Offer") and related
transactions. The amendments will eliminate substantially all of the restrictive
covenants contained in such Indenture. Subject to the terms and conditions of
this solicitation, GEAC is offering to pay to each holder who consents to the
proposed amendments a consent payment equal to $20.00 per $1,000 principal
amount of Notes.
The Offer will expire at 5:00 p.m., New York City time, on October 8, 1997
unless extended. Holders of Notes must tender their Notes on or prior to the
expiration date in order to receive the offer consideration. Holders of Notes
must validly tender their Notes and provide their consents to the proposed
amendments on or prior to 5:00 p.m., New York City time, on the consent date in
order to receive the consent payment. The consent date is the date which is one
business day following the public announcement (by press release) of the
occurrence of the "consent achievement date," which, in turn, is the later of
September 26, 1997 and the first date that GEAC shall have received consents to
the proposed amendments from holders representing a majority in aggregate
principal amount of the Notes then outstanding. Holders who tender their Notes
are required to consent to the proposed amendments. Holders may not consent to
the proposed amendments without tendering their Notes. Holders who tender their
Notes after the day following the consent achievement date will be entitled to
receive the offer consideration but not the consent payment.
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the expiration of the Offer at least
a majority in aggregate principal amount of outstanding Notes and the
consummation of the Equity Tender Offer.
Morgan Stanley Dean Witter is acting as Dealer Manager for the offer to
purchase and consent solicitation. The offer to purchase and consent
solicitation are being made pursuant to an Offer to Purchase and Consent
Solicitation Statement and related Letter of Transmittal and Consent, which
more fully set forth the terms of the offer to purchase and consent
solicitation.
For additional information concerning the pricing, tender and delivery
procedures and conditions of the offer to purchase and consent solicitation,
reference is made to the Offer to Purchase and Consent Solicitation
Statement and related transmittal documents, copies of which may be obtained
by calling the Information Agent, D.F. King & Co., at (800) 290-6427.
Questions and requests for assistance concerning the offer to purchase and
consent solicitation should be directed to either the Information Agent or
Morgan Stanley Dean Witter at (212) 761-1278.
Genesis ElderCare Corp. was formed by Genesis Health Ventures, Inc., The
Cypress Group L.L.C. and TPG Partners II, L.P. to acquire Multicare.
EXHIBIT (A)(12)
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 30, 1997
Kennett Square, PA -- September 11, 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, September 30, 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 10, 1997, approximately 24.7 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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