SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 6
(Final Amendment)
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
MEDCATH INCORPORATED
(Name of the Issuer)
MCTH ACQUISITION, INC.
MEDCATH HOLDINGS, INC.
WELSH, CARSON, ANDERSON & STOWE VII, L.P.
PATRICK J. WELSH
ANDREW M. PAUL
STEPHEN R. PUCKETT
DAVID CRANE
CHARLES W. (TODD) JOHNSON
RICHARD J. POST
MEDCATH INCORPORATED
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
0005840501
(CUSIP Number of Class of Securities)
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
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Edward A. Gilhuly Paul B. Queally Stephen R. Puckett
c/o MedCath Holdings, Inc. c/o MedCath Holdings, Inc. MedCath Incorporated
Kohlberg Kravis Roberts & Co. Welsh, Carson, Anderson & Stowe 7621 Little Avenue, Suite 106
2800 Sand Hill Road, Suite 200 320 Park Avenue Charlotte, North Carolina 28226
Menlo Park, California 94025 New York, New York 10022 (704) 541-3228
(650) 233-6560 (212) 893-9500
WITH COPIES TO:
Gary I. Horowitz, Esq. Karen C. Wiedemann, Esq. Richard W. Cass, Esq.
Simpson Thacher & Bartlett Reboul, MacMurray, Hewitt, Maynard & Wilmer Cutler & Pickering
425 Lexington Avenue Kristol 2445 M Street, N.W.
New York, New York 10017 45 Rockefeller Plaza Washington, D.C. 20037
(212) 455-2000 New York, New York 10111 (202) 663-6000
(212) 841-5700
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This statement is filed in connection with (check the appropriate box):
a. X The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. The filing of a registration statement under the Securities Act
of 1933.
c. A tender offer.
d. None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
CALCULATION OF FILING FEE
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=============================================================== ====================
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Transaction Value* Amount of Filing
Fee
--------------------------------------------------------------- --------------------
$224,454,676. . . . . . . . . . . . . . . . . . . . . . . . . $44,891
=============================================================== ====================
* For purposes of calculating the fee only. Assumes purchase of 11,813,404 shares of Common Stock,
par value $.01 per share, of MedCath Incorporated at $19.00 per share.
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Check box if any of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing. [X]
Amount previously paid: $44,891
Form or registration no.: Preliminary Proxy Statement on
Schedule 14A
Filing party: MedCath Incorporated
Dates filed: April 15, 1998, June 2, 1998, June 23, 1998,
July 7, 1998 and July 9, 1998.
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This Amendment No. 6 (the "Final Amendment") on Schedule 13E-3 amends and
supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed by MCTH
Acquisition, Inc., MedCath Holdings, Inc., Welsh, Carson, Anderson & Stowe VII,
L.P., Patrick J. Welsh, Andrew M. Paul, Steven R. Puckett, David Crane, Charles
W. (Todd) Johnson and Richard J. Post on April 15, 1998, as amended and
supplemented by Amendment No. 1 thereto filed on June 2, 1998, Amendment No. 2,
thereto filed on June 23, 1998, Amendment No. 3 thereto filed on July 7, 1998,
Amendment No. 4 thereto filed on July 9, 1998 and Amendment No. 5 thereto filed
on July 9, 1998 (as amended and restated, the "Statement"), in connection with a
proposal to approve an Agreement and Plan of Merger, dated as of March 12, 1998
(the "Merger Agreement") by and among MedCath Incorporated, MCTH Acquisition,
Inc. and MedCath Holdings, Inc., pursuant to which MCTH Acquisition, Inc., a
wholly-owned subsidiary of MedCath Holdings, Inc., will be merged with and into
MedCath Incorporated (the "Company").
This Final Amendment is being filed, pursuant to Rule 13e-3(d)(3), to
report the results of the transaction which is the subject of this Statement.
Capitalized terms used herein not otherwise defined shall have the
meanings ascribed to such terms in this Statement. Except as expressly set
forth in this Final Amendment, all information in this Statement remains
unchanged.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Item 10 of the Statement is hereby amended and
supplemented as follows:
As a result of the Merger and the transactions consummated in connection
therewith (including the establishment by MedCath Holdings, Inc. of a wholly-
owned subsidiary named MedCath Intermediate Holdings, Inc.) all of the
outstanding common stock of the Company (as the surviving corporation) is owned
by MedCath Intermediate Holdings, Inc. The KKR Partnership and its affiliate
KKR Partners II, L.P., through their ownership of shares in MedCath Holdings,
Inc., hold an approximate 46% indirect equity interest in the Company. The WCAS
Investors, through their ownership of shares in MedCath Holdings, Inc., hold an
approximate 45% indirect equity interest in the Company. The Management Group,
through their ownership of shares in MedCath Holdings, Inc., hold an approximate
8% indirect equity interest in the Company, and the Physicians, through their
ownership of shares of MedCath Holdings, Inc., hold the remaining approximate
1% indirect equity interest in the Company.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in Item 16 of the Statement is hereby amended and
supplemented as follows:
The Merger Agreement and the transactions contemplated thereby were
approved by the shareholders of the Company at the Special Meeting held on
July 30, 1998, and the transactions described in this Statement were
consummated on July 31, 1998. The Company filed Articles of Merger with the
Secretary of State of North Carolina on July 31, 1998, and the Merger became
effective on that date.
Each share of common stock of the Company that was issued and outstanding
immediately prior to the Effective Time (other than shares held by the Acquiror
and shares held by shareholders who exercised dissenters' rights under North
Carolina law) was converted as of the Effective Time into the right to
receive $19.00 per share in cash, in accordance with Merger Agreement.
Because the Company, as a result of the Merger, has only one shareholder,
MedCath Intermediate Holdings, Inc., the Company filed on August 3, 1998
certification on Form 15 pursuant to Rule 12g-4 to provide notice of
termination of the registration of the common stock of the Company under
the Securities and Exchange Act of 1934 and to suspend all reporting
requirements thereunder.
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SIGNATURES
After due inquiry and to the best of our knowledge and belief,
each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
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MEDCATH INCORPORATED
By: /s/ Stephen R. Puckett
--------------------------
Name: Stephen R. Puckett
Dated: August 10, 1998 Title: President, Chief Executive Officer and
Chairman of the Board
MCTH ACQUISITION, INC.
By: /s/ Paul B. Queally
--------------------------
Name: Paul B. Queally
Dated: August 10, 1998 Title: Vice President
MEDCATH HOLDINGS, INC.
By: /s/ Paul B. Queally
--------------------------
Name: Paul B. Queally
Dated: August 10, 1998 Title: Vice President
WELSH, CARSON, ANDERSON & STOWE
VII, L.P.
By: WCAS VII Partners, General Partner
By: /s/ Paul B. Queally
--------------------------
General Partner
By: /s/ Patrick J. Welsh
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Dated: August 10, 1998 Patrick J. Welsh
By: /s/ Andrew M. Paul
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Dated: August 10, 1998 Andrew M. Paul
By: /s/ Stephen R. Puckett
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Dated: August 10, 1998 Stephen R. Puckett
By: /s/ David Crane
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Dated: August 10, 1998 David Crane
By: /s/ Charles W. (Todd) Johnson
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Dated: August 10, 1998 Charles W. (Todd) Johnson
By: /s/ Richard J. Post
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Dated: August 10, 1998 Richard J. Post
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