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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
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FINAL AMENDMENT
SHERIDAN HEALTHCARE, INC.
(NAME OF SUBJECT COMPANY)
VESTAR/SHERIDAN, INC.
VESTAR/SHERIDAN HOLDINGS, INC.
VESTAR/SHERIDAN INVESTORS, LLC
(BIDDER)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLES OF CLASSES OF SECURITIES)
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823781109
823781208
(CUSIP NUMBERS OF CLASSES OF SECURITIES)
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JAMES L. ELROD, JR.
VESTAR/SHERIDAN INVESTORS, LLC
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10167
TELEPHONE: (212) 351-1600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
COPY TO:
PETER J. GORDON, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
TELEPHONE: (212) 455-2000
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This Final Amendment amends and supplements the Tender Offer Statement on
Schedule 14D-1 and Statement on Schedule 13D (the "Schedule 14D-1/13D") filed on
March 31, 1999 relating to the offer by Vestar/Sheridan, Inc., (formerly known
as Vestar/Calvary, Inc.) a Delaware corporation ("Purchaser") and a wholly owned
subsidiary of Vestar/Sheridan Holdings, Inc.(formerly known as Vestar/Calvary
Holdings, Inc.), a Delaware corporation ("Parent") and a wholly owned subsidiary
of Vestar/Sheridan Investors, LLC (formerly known as Vestar/Calvary Investors,
LLC) ("Holdings"), a Delaware limited liability company, to purchase for cash
all of the outstanding shares of Common Stock, par value $0.01 per share, and
Class A Common Stock, par value $0.01 per share (collectively, the "Shares"), of
Sheridan Healthcare, Inc., a Delaware corporation (the "Company"), at a purchase
price of $9.25 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 as of March 31, 1999, as supplemented (the "Offer to Purchase"), and in
the related Letter of Transmittal (which, together with the Offer to Purchase,
as amended from time to time, constitute the "Offer").
All capitalized terms used herein and not defined herein shall have the
meanings set forth in the Offer to Purchase.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Items 5 of the Schedule 14D-1/13D is hereby amended and supplemented as
follows:
The information in this Final Amendment under Item 6 is incorporated herein
by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of the Schedule 14D-1/13-D is hereby amended and supplemented as
follows:
At 12:00 Midnight, New York City time, on Tuesday, April 27, 1999, the
Offer expired. Based on the information provided by the Depositary, 98.3% of the
Shares (which number includes approximately 1,628,759 Shares subject to guaranty
of delivery) were validly tendered and not properly withdrawn pursuant to the
Offer. The Purchaser has accepted for payment, and has notified the Depositary
to promptly pay for, the tendered and accepted Shares at the purchase price of
$9.25 per Share in cash.
Pursuant to the Merger Agreement, the Purchaser intends to merge into the
Company in accordance with the Delaware General Corporation Law (the "DGCL") as
promptly as practicable. As a result of the Merger, the Company will become a
wholly-owned subsidiary of Parent and each outstanding Share (other than Shares
held in the treasury of the Company, Shares owned by Parent, Purchaser or any
other direct or indirect subsidiary of Parent or Purchaser, and Shares, if any,
owned by stockholders who choose to dissent and demand appraisal of their Shares
in accordance with DGCL) shall be canceled, retired and converted into the right
to receive $9.25 per Share in cash, without interest, less any applicable
withholding taxes.
The consummation of the Offer was publicly announced in a press release
issued by the Parent on April 28, 1999, a copy of which is filed as Exhibit
(a)(11) hereto and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 of the Schedule 14D-1/13-D is hereby amended and supplemented as
follows:
(a)(11) Press Release dated April 28, 1999.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(11) Press Release dated April 28, 1999.
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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.
VESTAR/SHERIDAN INVESTORS, LLC
By: VESTAR CAPITAL PARTNERS III,
L.P.,
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its Sole Member
By: VESTAR ASSOCIATES III,
L.P.,
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its General Partner
By: VESTAR ASSOCIATES CORPORATION
III
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its General Partner
By: /s/ JAMES L. ELROD, JR.
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Name: James L. Elrod, Jr.
Title: Vice President
VESTAR/SHERIDAN HOLDINGS, INC.
By: /s/ JAMES L. ELROD, JR.
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Name: James L. Elrod, Jr.
Title: President
VESTAR/SHERIDAN, INC.
By: /s/ JAMES L. ELROD, JR.
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Name: James L. Elrod, Jr.
Title: President
Date: April 28, 1999
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE NO.
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(a)(11) Press Release dated April 28, 1999.
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VESTAR SUCCESSFULLY COMPLETES CASH TENDER OFFER;
ACQUIRES 98.3% OF
SHERIDAN HEALTHCARE, INC.
New York, New York (April 28, 1999) -- Vestar/Sheridan Holdings, Inc. today
announced that it has completed its cash tender offer for all outstanding shares
of common stock, par value $.01 per share, and Class A common stock, par value
$0.01 per share, of Sheridan Healthcare, Inc. (Nasdaq/NM:SHCR). The offer
expired, as scheduled, at 12:00 Midnight, New York City time, on Tuesday,
April 27, 1999.
Vestar/Sheridan Holdings, Inc., through its wholly-owned subsidiary making
the offer, has accepted for payment all shares validly tendered and not properly
withdrawn prior to the expiration of the offer. Based on information provided by
American Stock Transfer & Trust Company, as depositary, 98.3% of the shares of
common stock and all of the shares of Class A common stock have been validly
tendered (including approximately 1,628,759 shares subject to guarantee of
delivery).
Sheridan will be merged with a wholly-owned subsidiary of Vestar/Sheridan
Holdings, Inc. and any Sheridan share not previously purchased in the tender
offer will be converted into the right to receive $9.25 in cash, net to the
seller, without interest. The completion of the merger is expected to occur by
the end of the second fiscal quarter.
Sheridan Healthcare, Inc., based in Hollywood, Fla., is a physician
practice management company which employs or manages specialist physicians
providing services at hospitals and ambulatory surgical facilities in the areas
of anesthesia, neonatology, pediatrics, emergency services, obstetrics and pain
management. In addition, it owns and operates, or manages, office-based
gynecological, obstetrical, infertility, perinatology, primary care and surgical
physician practices. The Company is affiliated with approximately 363 physicians
and 161 allied health professionals, practicing under 55 specialty service
contracts at 37 hospitals and at 28 office locations.
Vestar Capital Partners is a leading investment firm that manages more than
$1 billion in equity capital and specializes in management buyouts and growth
capital investments. Vestar invests, as partners with management teams, in
high-quality, middle market companies. Since its founding in 1988, Vestar has
completed approximately 30 transactions with a total value in excess of $5
billion.
Contact:
Kara Fitzsimmons or Gene Donati
Clark & Weinstock
212-953-2550
Jim Elrod
Vestar Capital Partners
212-351-1609
