- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE TO/A
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
AMENDMENT NO. 2
SUNRISE MEDICAL INC.
(Name of Subject Company)
------------------------
V.S.M. INVESTORS, LLC SUNRISE MEDICAL INC.
V.S.M. HOLDINGS, INC. MICHAEL HAMMES
V.S.M. ACQUISITION CORP. BEN ANDERSON-RAY
VESTAR CAPITAL PARTNERS IV, L.P. RAYMOND HUGGENBERGER
PARK AVENUE EQUITY PARTNERS, L.P. STEVEN JAYE
(Names of 14d-1 and 13e-3 Filing Persons ("Offerors")) JOHN RADAK
(Names of 13e-3 Filing Persons)
------------------------
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
867910-10-1
(CUSIP Number of Class of Securities)
JAMES L. ELROD, JR.
V.S.M. INVESTORS, LLC
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10167
(212) 351-1600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
------------------------
COPY TO:
Peter Gordon, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
------------------------
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$239,263,088 $47,853
* Based on the offer to purchase all of the outstanding shares
of Common Stock of the Subject Company at $10.00 cash per
share and all shares of Common Stock outstanding or
represented by stock options and equity-related units
(excluding certain options and units that will not become
vested and exercisable prior to the consummation of this
transaction and after taking into account applicable
exercise prices), as of October 27, 2000.
[X] Check the box if any part 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.
Amount Previously Paid: $47,853
Form or Registration No: Schedule TO
Filing Party: V.S.M. Investors, LLC, V.S.M. Holdings, Inc. and V.S.M.
Acquisition Corp.
Date Filed: October 30, 2000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender
offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO ("Schedule TO") filed on October 30, 2000, as amended on
November 6, 2000, relating to the offer by V.S.M. Acquisition Corp. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of V.S.M.
Holdings, Inc., a Delaware corporation ("Holdings") and a wholly owned
subsidiary of V.S.M. Investors, LLC, a Delaware limited liability company
("Parent") and an affiliate of Vestar Capital Partners IV, L.P., a Delaware
limited partnership ("VCP IV"), to purchase all of the outstanding shares of
common stock, par value $1.00 per share (the "Common Stock"), of Sunrise
Medical Inc. (the "Company"), a Delaware corporation, including the associated
common stock purchase rights (the "Rights" and, together with the Common Stock,
the "Shares"), at a price of $10.00 per share of Common Stock, 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 October 30, 2000 (the "Offer to
Purchase"), as supplemented by the Supplement thereto dated November 29, 2000
(the "Supplement"), and in the related Letter of Transmittal (which, as they may
be amended and supplemented from time to time, together constitute the "Offer").
All capitalized terms used herein and not defined herein shall have the
meanings set forth in the Offer to Purchase, as supplemented.
ITEM 1. SUMMARY TERM SHEET
Item 1 of the Schedule TO is hereby amended and supplemented as follows:
On November 29, 2000, Purchaser distributed the Supplement, the full text of
which is set forth in Exhibit (a)(1)(ix) and incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
Item 2 of the Schedule TO is hereby amended and supplemented as follows:
The following chart sets forth all purchases by the indicated filing person
of Shares during the past two years:
PURCHASES BY EXECUTIVE OFFICERS
PRICE PER
FILING PERSON DATE OF PURCHASE NUMBER OF SHARES SHARE
- ------------- ---------------- ---------------- ------------
Michael Hammes 01/29/99 2,000 $7.6875
06/24/99 1,000 $ 6.625
06/24/99 500 $ 6.437
06/24/99 450 $ 6.75
06/24/99 1,000 $ 6.687
10/29/99 3,350 $ 5.812
09/01/00 5,000 $3.5598
Ben Anderson-Ray 09/01/00 2,904 $3.5598
Steven Jaye 01/25/99 1,000 $7.9375
01/25/99 500 $ 7.875
01/29/99 445 $ 7.875
09/01/00 5,000 $3.5598
John Radak 09/01/00 2,429 $3.5598
Any units held in individual 401(k) accounts are not included in this summary.
The average quarterly price per Share for the quarter in which the purchases
above were made were $8.11 for purchases made on 1/25/99 and 1/29/99; $7.09 for
purchases made on 6/24/99; $6.61 for purchases made on 8/16/99; and $5.28 for
purchases made on 9/01/00.
(f) There have been no purchases of securities of Sunrise Medical Inc. by
PAE or VCP IV during the past two years.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
Items 3(a) through (c) of the Schedule TO is hereby amended and supplemented
as follows:
The full text of the Supplement is set forth in Exhibit (a)(1)(ix) and
incorporated herein by reference.
Except as indicated below, the business address of each of the Company,
Michael Hammes, Ben Anderson-Ray, Raymond Huggenberger, Steven Jaye, John Radak
and each other executive officer and director of the Company, is 2382 Faraday
Avenue, Suite 200, Carlsbad, California 92008, and the telephone number is (760)
930-1500. The information set forth in the Information Statement attached as
Annex A to the Solicitation/Recommendation Statement on Schedule 14D-9 of the
Company, as amended, dated November 7, 2000 and November 29, 2000 (the
"Schedule 14D-9") under the caption "DIRECTORS AND EXECUTIVE OFFICERS OF THE
COMPANY" is incorporated herein by reference.
To the best knowledge of the Company, each individual filing person and
other executive officer and director of the Company is a citizen of the United
States, except for Mr. Huggenberger, who is a citizen of Germany. During the
last five years, neither the Company nor, to the best knowledge of the Company,
any director or executive officer of the Company, (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) was party to any judicial or administrative proceeding (except for matters
that were dismissed without sanction as settlement) that resulted in a judgment,
decree or final order enjoining the person from future violations of, or
prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of such laws.
ITEM 4. TERMS OF THE TRANSACTION
Item 4(a) of the Schedule TO is hereby amended and supplemented as follows:
The full text of the Supplement is set forth in Exhibit (a)(1)(ix) and
incorporated herein by reference.
(e) No provision has been made by PAE or VCP IV to grant unaffiliated
shareholders access to their files or to obtain counsel or appraisal services at
their expense.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
Items 5(a) and (b) of the Schedule TO is hereby amended and supplemented as
follows:
The full text of the Supplement is set forth in Exhibit (a)(1)(ix) and
incorporated herein by reference.
The information contained in the Information Statement attached as Annex A
to the Schedule 14D-9 under the captions "EXECUTIVE COMPENSATION", "DIRECTOR
COMPENSATION", "REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION"
and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is
incorporated herein by reference. The information contained under the captions
"DIRECTOR COMPENSATION", "COMPENSATION COMMITTEE REPORT TO STOCKHOLDERS",
"COMPENSATION OF EXECUTIVE OFFICERS" and "CERTAIN TRANSACTIONS" in the Company's
definitive Proxy Statement (file no. 001-11228) filed with the SEC on
November 12, 1999 is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
Items 6(a) and (c)(1) through (7) are hereby amended and supplemented as
follows:
The full text of the Supplement is set forth in Exhibit (a)(1)(ix) and
incorporated herein by reference.
The information set forth in the Information Statement attached as Annex A
to the Schedule 14D-9 under the caption "BOARD OF DIRECTORS" is incorporated
herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Items 7(a), (b) and (d) of the Schedule TO is hereby amended and
supplemented as follows:
The full text of the Supplement is set forth in Exhibit (a)(1)(ix) and
incorporated herein by reference.
ITEM 8. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY
Item 8 of the Schedule TO is hereby amended and supplemented as follows:
The full text of the Supplement is set forth in Exhibit (a)(1)(ix) and
incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
Item 9(a) of the Schedule TO is hereby amended and supplemented as follows:
The full text of the Supplement is set forth in Exhibit (a)(1)(ix) and
incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended and supplemented as follows:
The full text of the Supplement is set forth in Exhibit (a)(1)(ix) and
incorporated herein by reference.
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented as follows:
(a)(1)(ix) Supplement to the Offer to Purchase dated November 29, 2000.
(a)(5)(v) Press Release issued by the Offerors on November 28, 2000.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Item 13 of the Schedule TO is hereby amended and supplemented as follows:
The full text of the Supplement is set forth in Exhibit (a)(1)(ix) and
incorporated herein by reference.
ITEM 11. Interest in Securities of the Subject Company
The information contained in the Information Statement attached as Annex A
to the Schedule 14D-9 under the captions "EXECUTIVE COMPENSATION", "DIRECTOR
COMPENSATION", "REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION"
and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is
incorporated herein by reference.
The information set forth in Item 6 of the Schedule 14D-9 under the caption
"INTERESTS IN SECURITIES OF THE SUBJECT COMPANY--Securities Ownership" is hereby
incorporated by reference.
ITEM 13. Financial Statements
The information contained in Item 8 and Exhibit 12 of the Company's Annual
Report on Form 10-K for the year ended June 30, 2000 and Item 1 of the Company's
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000
is incorporated herein by reference.
ITEM 14. Persons/Assets, Retained, Employed, Compensated or Used
(a) The information contained in Item 5 of the Schedule 14D-9 under the
caption "PERSONS/ ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED--Solicitations
or Recommendations" is hereby incorporated reference.
(b) No officer, class of employees or corporate assets of the Company will
be utilized by VCP IV or PAE in the Offer.
ITEM 16. Exhibits
(a)(6) Unaudited financial statements for the three-month period ended
September 30, 2000 in Item 1 of the Company's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2000 (incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2000 filed with the SEC on November 13, 2000).
SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 29, 2000
V.S.M. INVESTORS, LLC
By: /s/ JAMES L. ELROD, JR.
-----------------------------------------
Name: James L. Elrod, Jr.
Title: AUTHORIZED SIGNATORY
V.S.M. HOLDINGS, INC.
By: /s/ JAMES L. ELROD, JR.
-----------------------------------------
Name: James L. Elrod, Jr.
Title: PRESIDENT
V.S.M. ACQUISITION CORP.
By: /s/ JAMES L. ELROD, JR.
-----------------------------------------
Name: James L. Elrod, Jr.
Title: PRESIDENT
VESTAR CAPITAL PARTNERS IV, L.P.
By: Vestar Associates IV, L.P.,
its General Partner
By: Vestar Associates Corporation IV,
its General Partner
By: /s/ JAMES L. ELROD, JR.
-----------------------------------------
Name: James L. Elrod, Jr.
Title: Managing Director
PARK AVENUE EQUITY PARTNERS, L.P.
By: Park Avenue Equity GP, LLC,
its General Partner
By: PAE GP, LLC,
its Managing Member
By: /s/ THEODORE A. GREENBERG
-----------------------------------------
Name: Theodore A. Greenberg
Title: Managing Member
After due inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement to the
extent it constitutes a filing under Rule 13e-3 is true, complete and correct.
Dated: November 29, 2000 SUNRISE MEDICAL INC.
By: /s/ MURRAY H. HUTCHISON
-----------------------------------------
Name: Murray H. Hutchison
Title: Chairman of the Board
/s/ MICHAEL HAMMES
-----------------------------------------
Michael Hammes
/s/ BEN ANDERSON-RAY
-----------------------------------------
Ben Anderson-Ray
/s/ RAYMOND HUGGENBERGER
-----------------------------------------
Raymond Huggenburger
/s/ STEVEN JAYE
-----------------------------------------
Steven Jaye
/s/ JOHN RADAK
-----------------------------------------
John Radak
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
(a)(1)(ix) Supplement to the Offer to Purchase dated November 29, 2000
(a)(5)(v) Press Release issued by the Offerors on November 28, 2000