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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 1
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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ARBOR HEALTH CARE COMPANY
(Name of Subject Company)
AHC ACQUISITION CORP.
INDIRECT WHOLLY OWNED SUBSIDIARY OF
EXTENDICARE INC.
(Bidders)
COMMON STOCK
(Title of class of securities)
03876L108
(CUSIP Number of Class of Securities)
BARRY L. STEPHENS
EXTENDICARE INC.
3000 STEELES AVENUE EAST
MARKHAM, ONTARIO
CANADA L3R 9W2
(905) 470-4000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
with a copy to:
MILTON G. STROM, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
SEPTEMBER 29, 1997
(Date of Event Which Requires Filing Statement on Schedule 13D)
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AHC Acquisition Corp., a Delaware corporation (the "Purchaser" and an
indirect wholly owned subsidiary of Extendicare Inc., a Canadian corporation
("Parent")), hereby amends and supplements its Tender Offer Statement on
Schedule 14D-1 and Schedule 13D, filed with the Securities and Exchange
commission on October 3, 1997 (the "Tender Offer Statement"), relating to an
offer by the Purchaser to purchase all of the issued and outstanding shares of
common stock, par value $0.03 per share, of Arbor Health Care Company, a
Delaware corporation (the "Company"), upon the terms and subject to the
conditions set forth in the Purchaser's Offer to Purchase, dated October 3,
1997, and the related Letter of Transmittal. All capitalized terms shall have
the meanings assigned to them in the Tender Offer Statement unless otherwise
indicated herein.
ITEM 10. ADDITIONAL INFORMATION.
(b) and (c) The information set forth in Item 10(b) and Item 10(c) is
hereby amended and supplemented by the addition of the following information
under the heading "Antitrust Compliance":
Parent has been advised that on October 7, 1997, the U.S. Department of
Justice and the Federal Trade Commission granted Parent early termination of the
waiting period under the HSR Act. A copy of Parent's press release with respect
to the early termination of the waiting period under the HSR Act is filed as
Exhibit (a)(9) to this Offer to Purchase and is incorporated herein by
reference.
Item 10(b) is further amended and supplemented by the addition of the
following information under the heading "Other Regulatory Approvals and
Notices":
Parent has received verbal approval of the Transaction from the Ohio State
Board of Pharmacy, and written confirmation is expected within a few days of
October 29, 1997. Parent has also been advised that the West Virginia Health
Care Authority (the "Authority") will require the Purchaser to seek full CON
review of the Transaction. Parent and the Purchaser will seek approval of the
Transaction at a hearing scheduled for Wednesday, November 19, 1997. Parent has
been advised that a decision by the Authority can be expected on Friday,
November 21, 1997. Although there can be no assurance that the Authority will
approve the Transaction, Parent has no reason to believe that such approval will
not be received. Parent and the Company have received all other necessary state
regulatory approvals. The Merger Agreement requires the Expiration Date to be
extended until the earlier of (i) 2 business days after the date that such
regulatory approvals have been obtained and (ii) 35 days after the initial
scheduled expiration date. Accordingly, the Offer has been extended until
midnight, Eastern Standard Time on November 25, 1997.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the
following:
Exhibit (a)(9) Press Release, dated October 29, 1997, issued by Extendicare
Inc.
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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.
Dated: October 29, 1997 AHC ACQUISITION CORP.
By: /s/ BARRY L. STEPHENS
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Name: Barry L. Stephens
Title: Vice-President
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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.
Dated: October 29, 1997 EXTENDICARE INC.
By: /s/ BARRY L. STEPHENS
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Name: Barry L. Stephens
Title: Senior Vice-President,
Finance
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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(a)(1) Offer to Purchase, dated October 3, 1997.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(6) Letter addressed to Arbor 401(k) Plan participants.
(a)(7) Guidelines for Certification of Taxpayer Identification Number on Substitute W-9.
(a)(8) Text of Press Release, dated September 30, 1997, issued by Extendicare Inc.
(a)(9) Text of Press Release, dated October 29, 1997, issued by Extendicare Inc.
(b) Commitment Letter, dated September 29, 1997, among Extendicare Health Services,
Inc., NationsBank N.A. and Nationsbanc Capital Markets, Inc.
(c)(1) Agreement and Plan of Merger, dated as of September 29, 1997 among Extendicare
Inc., AHC Acquisition Corp. and Arbor Health Care Company.
(c)(2) Stockholder Agreement, dated as of September 29, 1997, among Extendicare Inc., AHC
Acquisition Corp., Pier C. Borra, Renee A. Borra, Pier C. Borra and Renee A.
Borra, as joint tenants, Borra Family Foundation, Renee A. Borra, trustee and Pier
C. Borra, Jr.
(d) None.
(e) Not applicable.
(f) None.
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EXHIBIT (a)(9)
[EXTENDICARE LOGO] NEWS RELEASE
FOR IMMEDIATE RELEASE
OCTOBER 29, 1997
EXTENDICARE EXTENDS ARBOR HEALTH CARE TENDER OFFER
MARKHAM, ONTARIO -- Extendicare Inc. (TSE/ME stock symbols: EXE, EXE.A; NYSE
stock symbol: EXE.A) announced today that its indirect wholly-owned subsidiary,
AHC Acquisition Corp., is extending its offer to purchase all outstanding shares
of common stock of Arbor Health Care Company (NASDAQ: AHCC) for $45.00 per share
until 12:00 Midnight EST, Tuesday, November 25, 1997, unless further extended in
accordance with the related Offer to Purchase. The offer was previously
scheduled to expire on October 31, 1997. The terms of the extended offer
otherwise remain the same as those of the original offer as set forth in the
offering materials filed with the Securities and Exchange Commission on October
3, 1997.
The offer is being extended in order to allow additional time for Extendicare to
obtain required approval from the Ohio State Board of Pharmacy and from the West
Virginia Health Care Authority of the change of ownership of Arbor. The Ohio
Board has given its verbal approval and written confirmation is expected within
the next few days. The West Virginia Health Care Authority has informed
Extendicare that it will consider the application on Wednesday, November 19,
1997 and that a decision should be expected on Friday, November 21, 1997.
Although there can be no assurance that the West Virginia Health Care Authority
will provide the required approval, Extendicare and Arbor have no reason to
believe that such approval will not be received. Extendicare and Arbor have
received all other necessary state and federal regulatory approvals, with early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 having been granted by the Federal Trade Commission.
The Agreement and Plan of Merger, dated as of September 29, 1997, by and among
Extendicare, AHC Acquisition and Arbor, requires the expiration date of the
tender offer to be extended until the earlier of two business days after the
date that all such regulatory approvals have been obtained and 35 days after the
initial scheduled expiration date. Accordingly, the expiration date is being
extended to November 25, 1997.
According to IBJ Schroder Bank & Trust Company, the depositary for the tender
offer, as of the close of business on October 28, 1997, 2,105,121 shares of
Arbor common stock have been validly tendered and not withdrawn pursuant to the
tender offer, none of which shares were tendered pursuant to a notice of
guaranteed delivery.
The Information Agent for the tender offer is MacKenzie Partners, Inc. and
questions about the tender offer may be addressed to them at 1-800-322-2885. The
Dealer Manager for the tender offer is Bear, Stearns & Co., Inc. and questions
may be addressed to it at 1-888-281-1220.
For further information contact:
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Barry L. Stephens Telephone: 905-470-5579
Senior Vice-President, Finance Fax: 905-470-4003
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