SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14D-101)
Solicitation/ Recommendation Statement under
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 4)
VISTACARE, INC.
(Name of Subject Company)
VISTACARE, INC.
(Name of Persons Filing Statement)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
92839Y109
(CUSIP Number of Common Stock)
Stephen Lewis
Vice President, Secretary, and General Counsel
VistaCare, Inc.
4800 North Scottsdale Road, Suite 5000
Scottsdale, Arizona 85251
(480) 648-4545
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)
With a copy to:
Frank Placenti, Esq.
Squire, Sanders & Dempsey, L.L.P.
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer. |
TABLE OF CONTENTS
The purpose of this Amendment No. 4 is to amend and supplement the Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9 (“Schedule 14D-9”) initially filed by
VistaCare, Inc., a Delaware corporation (the “Company”) on January 30, 2008, as amended by
Amendment No. 1 filed on February 5, 2008, Amendment No. 2 filed on February 8, 2008, and Amendment
No. 3 filed on February 8, 2008, relating to the tender offer commenced by Odyssey HealthCare,
Inc., a Delaware corporation (“Odyssey”) through its wholly-owned subsidiary, Odyssey HealthCare
Holding Company, a Delaware corporation (“Parent”) and OHC Investment, Inc., a Delaware corporation
(“Purchaser”), a wholly-owned subsidiary of Parent, to purchase all of the Company’s outstanding
shares of class A common stock, par value $0.01 per share (the “Shares”) at a price of $8.60 per
Share, net to the seller thereof in cash, without interest thereon, less any applicable withholding
tax, upon the terms and subject to the conditions of the Merger Agreement as described in the Offer
to Purchase and in the related Letter of Transmittal, which were filed as Exhibits in the Schedule
TO filed by Odyssey with the SEC on January 30, 2008. Capitalized terms used but not otherwise
defined shall have the meaning ascribed to them in the Schedule 14D-9.
Except as otherwise indicated herein, the information set forth in the Schedule 14D-9 remains
unchanged.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 is hereby amended and supplemented as follows:
At 12:00 midnight, New York City time, on February 27, 2008, the Offer expired. Based upon a
preliminary count, the depositary for the Offer has advised that there were tendered and not
withdrawn 14,212,491 Shares as of the expiration of the Offer (including approximately 609,813 Shares
delivered through notices of guaranteed delivery) (the “Tendered Shares”). The Tendered Shares
represent approximately 84% of the total outstanding Shares. Purchaser has accepted for
payment all Shares that were validly tendered and not withdrawn in accordance with the terms of the
Offer.
On February 28, 2008, Purchaser commenced a subsequent offering period for all remaining
untendered Shares that will expire at 5:00 p.m., New York City time
on March 4, 2008, unless
extended. During this subsequent offering period, Company stockholders who did not previously
tender their Shares into the offer may do so and will promptly receive the same $8.60 per Share
cash consideration paid during the initial offering period. No withdrawal rights will apply to any
Shares tendered during the subsequent offering period.
ITEM 9. EXHIBITS
Item 9 is hereby amended and supplemented by adding the following exhibit thereto: