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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 2
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, as amended on October 29, 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) Item 10(b) is further amended and supplemented by the addition of the
following information under the heading "Other Regulatory Approvals and
Notices":
Parent received approval of the Transaction from the Ohio State Board of
Pharmacy on November 13, 1997. In addition, the West Virginia Health Care
Authority approved the Transaction on November 21, 1997.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the
following:
Exhibit (a)(10) Press Release, dated November 21, 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: November 21, 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: November 21, 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
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<S> <C>
*(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.
(a)(10) Test of Press Release, dated November 21, 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.
</TABLE>
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* Previously filed.
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EXHIBIT (a)(10)
NEWS RELEASE
FOR IMMEDIATE RELEASE
November 21, 1997
EXTENDICARE OBTAINS ALL REGULATORY
APPROVALS IN CONNECTION WITH ARBOR TENDER OFFER
MARKHAM, Ontario - Extendicare Inc. (TSE/ME stock symbols EXE, EXE.A; NYSE
symbol: EXE.A) announced today that it received approval of the acquisition of
Arbor Health Care Company from the Ohio State Board of Pharmacy on November 13,
1997 and from the West Virginia Health Care Authority on November 21, 1997. The
tender offer for all of the issued and outstanding shares of common stock of
Arbor will expire at midnight, Eastern Standard Time on Tuesday November 25,
1997.
According to IBJ Schroder Bank & Trust Company, the depository for the tender
offer, as of the close of business on November 20, 1997, 4,241,599 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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