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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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SUMMIT CARE CORPORATION
(NAME OF SUBJECT COMPANY)
SUMMIT CARE CORPORATION
(NAME OF PERSON FILING STATEMENT)
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COMMON STOCK, NO PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
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865910103
(CUSIP NUMBER OF CLASS OF SECURITIES)
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WILLIAM C. SCOTT
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SUMMIT CARE CORPORATION
2600 W. MAGNOLIA ROAD
BURBANK, CALIFORNIA 91505-3031
(818) 841-8750
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING THIS STATEMENT)
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Copies to:
BRADFORD P. WEIRICK, ESQ.
GIBSON DUNN & CRUTCHER LLP
333 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071-3197
(213) 229-7000
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ITEM 9. MATERIALS TO BE FILED AS EXHIBITS
(a)(1) Offer to Purchase, dated February 13, 1998.+
(a)(2) Letter of Transmittal (incorporated by reference to Exhibit (a)(2) to
Purchaser's Tender Offer Statement on Schedule 14D-1, dated February
13, 1998).*
(a)(3) Press release issued by the Company on February 9, 1998 (incorporated
by reference to Exhibit (a)(8) to Purchaser's Tender Offer Statement
on Schedule 14D-1, dated February 13, 1998).*
(a)(4) Opinion of Donaldson, Lufkin & Jenrette, dated February 6, 1998
(incorporated by reference to Annex A of the Offer to Purchase dated
February 13, 1998).*
(a)(5) Letter to Shareholders, dated February 13, 1998, from the Special
Committee of the Company's Board of Directors.*
(c)(1) Agreement and Plan of Merger, dated as of February 6, 1998, among
Parent, Purchaser, the Company and Heritage Fund II, L.P.
(incorporated by reference to Exhibit (c)(1) to Purchaser's Tender
Offer Statement on Schedule 14D-1, dated February 13, 1998).*
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* Filed with the Company's Schedule 14D-9 on February 13, 1998.
+ Filed herewith.
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SIGNATURE
After reasonable 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.
SUMMIT CARE CORPORATION
/s/ Derwin L. Williams
By: _________________________________
Senior Vice President--Finance,
Chief Financial Officer and
Treasurer
Dated: February 27, 1998
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EXHIBIT INDEX
(a)(1) Offer to Purchase, dated February 13, 1998.
(a)(2) Letter of Transmittal (incorporated by reference to Exhibit (a)(2) to
Purchaser's Tender Offer Statement on Schedule 14D-1, dated February
13, 1998).
(a)(3) Press release issued by the Company on February 9, 1998 (incorporated
by reference to Exhibit (a)(8) to Purchaser's Tender Offer Statement
on Schedule 14D-1, dated February 13, 1998).
(a)(4) Opinion of Donaldson, Lufkin & Jenrette, dated February 6, 1998
(incorporated by reference to Annex A of the Offer to Purchase dated
February 13, 1998).
(a)(5) Letter to Shareholders, dated February 13, 1998, from the Special
Committee of the Company's Board of Directors.
(c)(1) Agreement and Plan of Merger, dated as of February 6, 1998, among
Parent, Purchaser, the Company and Heritage Fund II, L.P.
(incorporated by reference to Exhibit (c)(1) to Purchaser's Tender
Offer Statement on Schedule 14D-1, dated February 13, 1998).