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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
SHERIDAN HEALTHCARE, INC.
(NAME OF THE ISSUER)
VESTAR/SHERIDAN, INC.
VESTAR/SHERIDAN HOLDINGS, INC.
VESTAR/SHERIDAN INVESTORS, LLC
SHERIDAN HEALTHCARE, INC.
MITCHELL EISENBERG
LEWIS D. GOLD
MICHAEL F. SCHUNDLER
GILBERT L. DROZDOW
JAY A. MARTUS
ROBERT J. COWARD
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLES OF CLASSES OF SECURITIES)
COMMON STOCK 823781109
CLASS A COMMON STOCK 823781208
(CUSIP NUMBER OF CLASSES OF SECURITIES)
JAMES L. ELROD, JR. MITCHELL EISENBERG, M.D.
VESTAR/SHERIDAN INVESTORS, LLC SHERIDAN HEALTHCARE, INC.
245 PARK AVENUE, 41ST FLOOR 4651 SHERIDAN STREET, SUITE 400
NEW YORK, NY 10167 HOLLYWOOD, FL 33021
(212) 351-1600 (954) 964-2611
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
COPIES TO:
PETER J. GORDON, ESQ. STEPHEN K. RODDENBERRY, ESQ.
SIMPSON THACHER & BARTLETT AKERMAN, SENTERFITT, EIDSON, P.A.
425 LEXINGTON AVENUE ONE SOUTHEAST THIRD AVENUE
NEW YORK, NEW YORK 10017 28TH FLOOR
(212) 455-2000 MIAMI, FLORIDA 33131
This statement is filed in connection with (check the appropriate box):
a. [ ] 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. [X] 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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Transaction Valuation*
$73,719,530.75 Amount of Filing Fee $14,743.91
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*For purposes of calculation of the filing fee only. The "Transaction
Valuation" amount referred to above is the sum of the product of 6,586,816, the
number of 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"), and
options to purchase 1,382,863 shares of Common Stock, outstanding of Sheridan
Healthcare, Inc. as of March 28, 1999 and $9.25, the cash price per Share to be
paid in the Offer (as defined herein). In accordance with Rule 0-11 under the
Securities Exchange Act of 1934, the filing fee is determined by multiplying the
amount calculated pursuant to the preceding sentence by 1/50th of one percent.
[X] Check 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: $14,743.91
Form or Registration No.: 14D-1
Filing Party: Vestar/Sheridan, Inc., Vestar/Sheridan Holdings, Inc.,
Vestar/Sheridan Investors, LLC
Date Filed: March 31, 1999
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This Rule 13E-3 Transaction Statement relates to a tender offer by
Vestar/Sheridan, Inc., a Delaware corporation (formerly known as Vestar/Calvary,
Inc.) (the "Purchaser") and a wholly owned subsidiary of Vestar/Sheridan
Holdings, Inc., a Delaware corporation (formerly known as Vestar/Calvary
Holdings, Inc.) ("Holdings") and a wholly owned subsidiary of Vestar/Sheridan
Investors, LLC, a Delaware limited liability company (formerly known as
Vestar/Calvary Investors, LLC) ("Parent"), to purchase all of the outstanding
shares of Common Stock, par value $0.01 per share (the "Common Stock"), and
Class A Common Stock, par value $0.01 per share (the "Class A Common Stock" and,
together with the Common Stock, the "Shares"), of Sheridan Healthcare, Inc., a
Delaware corporation (the "Company"), at a price of $9.25 per Share net to the
seller in cash and without interest thereon, on the terms and subject to the
conditions set forth in the Offer to Purchase dated March 31, 1999 (the "Offer
to Purchase") and in the related Letters of Transmittal (which, together with
the Offer to Purchase, constitute the "Offer"), copies of which are filed as
Exhibits (d)(1) and (d)(2) hereto.
The following cross reference sheet is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1") filed by the Purchaser with
the Securities and Exchange Commission on the date hereof of the information
required to be included in response to the items of this Statement. The
information in the Schedule 14D-1 which is attached hereto as Exhibit (g),
including all exhibits thereto, is hereby expressly incorporated herein by
reference and the responses to each item are qualified in their entirety by the
provisions of the Schedule 14D-1.
CROSS-REFERENCE SHEET
WHERE LOCATED IN
ITEM IN SCHEDULE 13E-3 SCHEDULE 14D-1
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Item 1(a)............................................ Item 1(a)
Item 1(b)............................................ Item 1(b)
Item 1(c)............................................ Item 1(c)
Item 1(d)............................................ *
Item 1(e)............................................ *
Item 1(f)............................................ *
Item 2(a)............................................ Item 2(a)
Item 2(b)............................................ Item 2(b)
Item 2(c)............................................ Item 2(c)
Item 2(d)............................................ Item 2(d)
Item 2(e)............................................ Item 2(e)
Item 2(f)............................................ Item 2(f)
Item 2(g)............................................ Item 2(g)
Item 3(a)............................................ Item 3(a)
Item 3(b)............................................ Item 3(b)
Item 4............................................... *
Item 5............................................... Item 5
Item 6(a)............................................ Item 4(a)
Item 6(b)............................................ *
Item 6(c)............................................ Item 4(b)
Item 6(d)............................................ Item 4(c)
Item 7(a)............................................ Item 5
Item 7(b)............................................ *
Item 7(c)............................................ *
Item 7(d)............................................ *
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WHERE LOCATED IN
ITEM IN SCHEDULE 13E-3 SCHEDULE 14D-1
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Item 8............................................... *
Item 9............................................... *
Item 10(a)........................................... Item 6(a)
Item 10(b)........................................... Item 6(b)
Item 11.............................................. Item 7
Item 12(a)........................................... *
Item 12(b)........................................... *
Item 13.............................................. *
Item 14(a)........................................... *
Item 14(b)........................................... *
Item 15(a)........................................... *
Item 15(b)........................................... Item 8
Item 16.............................................. Item 10(f)
Item 17(a)........................................... Item 11(b)
Item 17(b)........................................... *
Item 17(c)........................................... Item 11(c)
Item 17(d)........................................... Item 11(a)
Item 17(e)........................................... *
Item 17(f)........................................... Item 11(f)
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* There is no applicable item contained in Schedule 14D-1.
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The name of the issuer is Sheridan Healthcare, Inc., a Delaware
corporation, and the address of its principal executive offices is 4651 Sheridan
Street, Suite 400, Hollywood, Florida 33021. The answer to Item 1(a) of the
Schedule 14D-1 is incorporated herein by reference.
(b) The exact title of each class of equity securities to which this
statement relates is as follows: (i) Common Stock, par value $0.01 per share, of
which 6,290,178 shares were outstanding and held by 46 holders of record, in
each case, as of March 30, 1999, and (ii) Class A Common Stock, par value $0.01
per share, of which 296,638 shares were outstanding and held by one holder of
record, in each case, as of March 30, 1999. The information set forth in the
"INTRODUCTION" and in "SPECIAL FACTORS -- Effect of the Offer on the Markets for
the Shares; Nasdaq Listing; Exchange Act Registration" of the Offer to Purchase
is incorporated herein by reference. The answer to Item 1(b) of the Schedule
14D-1 is incorporated herein by reference.
(c) The information set forth in "THE TENDER OFFER -- Section 5" ("Price
Range of Shares; Dividends"), "THE TENDER OFFER -- Section 8" ("Dividends and
Distributions") and "SPECIAL FACTORS -- Financing of the Transactions" of the
Offer to Purchase is incorporated herein by reference. The answer to Item 1(c)
of the Schedule 14D-1 is incorporated herein by reference.
(d) In 1997 and 1998, the issuer did not pay dividends to any holders of
its Common Stock or Class A Common Stock. The Company's existing credit facility
with NationsBank N.A. and the other lenders parties thereto prohibits the
payment of cash dividends prior to the repayment of the outstanding balance in
full. The information set forth in "THE TENDER OFFER -- Section 5" ("Price Range
of Shares; Dividends") of the Offer to Purchase is incorporated herein by
reference.
(e) Not applicable.
(f) Except as set forth herein, since January 1, 1997, neither the issuer
nor any affiliate thereof has made any purchases of shares. Under its Stock
Repurchase Program, the Company repurchased a total of 424,000 shares of its
Common Stock on the open market during the period July 1 though December 31,
1998, which shares were subsequently retired. Except as described below, the
Company has not repurchased any shares of its Common Stock on the open market
under its Stock Repurchase Program or otherwise since December 31, 1998. The
average per share purchase price for these shares was $10.10 and $7.60 for the
third and fourth quarters of 1998, respectively.
From January 1, 1999 through March 24, 1999, the Company has purchased
1,275,046 shares of its Common Stock, given as consideration to the former
shareholders of certain acquired practices, which shares have been or will be
retired as well. The shares were purchased at prices ranging from $11.50 to
13.89 per share. The average price per share paid for these shares was $12.22.
885,000 of such shares were repurchased pursuant to the terms of purchase option
agreements dated as of March 4, 1998 between the Company and various selling
shareholders, as amended on May 6, 1998. Pursuant to certain guarantees made by
the Company in such purchase option agreements, the Company is obligated to make
payments to such selling shareholders on July 15, 1999 in the aggregate amount
of $6.1 million.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d), (g) This Statement is filed by Holdings, Parent, Purchaser, the
Company, Mitchell Eisenberg, Lewis D. Gold, Michael F. Schundler, Gilbert L.
Drozdow, Jay A. Martus and Robert J. Coward. The information set forth in the
"INTRODUCTION", "THE TENDER OFFER -- Section 6" ("Certain Information Concerning
the Company") and "THE TENDER OFFER -- Section 7" ("Certain Information
Concerning Purchaser, Parent and Holdings") of and Schedules II and III to the
Offer to Purchase is incorporated herein by reference. The answer to Item 2 of
Schedule 14D-1 is incorporated herein by reference.
(e)-(f) None of the Company, Mitchell Eisenberg, Lewis Gold, Michael
Schundler, Gilbert Drozdow, Jay Martus, Robert Coward, Holdings, Parent,
Purchaser, Vestar Capital Partners III, L.P., a Delaware limited partnership
("Vestar"), Vestar Associates III, L.P., a Delaware limited partnership ("VA
III"), and
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Vestar Associates Corporation III, a Delaware corporation ("VAC III"), or, to
their best knowledge, any of the persons listed in Schedules II or III to the
Offer to Purchase, has during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body or
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws. The answer to Item 2 of Schedule 14D-1 is incorporated herein by
reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)-(b) The information set forth in the "INTRODUCTION", "SPECIAL
FACTORS -- Background of the Transactions", "SPECIAL FACTORS -- The Merger
Agreement and the Management Agreement", "SPECIAL FACTORS -- Purpose and
Structure of the Transactions", "SPECIAL FACTORS -- Future Plans in Addition to
the Merger" and "SPECIAL FACTORS -- Interests of Certain Persons in the
Transactions" of the Offer to Purchase is incorporated herein by reference.
Except as set forth herein, since January 1, 1997 there have been no contacts,
negotiations or transactions required to be set forth in this item. The answer
to Item 3 of Schedule 14D-1 is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the "INTRODUCTION", "SPECIAL FACTORS
- - -- Purpose and Structure of the Transactions", "SPECIAL FACTORS -- Future Plans
in Addition to the Merger", "SPECIAL FACTORS -- Interests of Certain Persons in
the Transactions", "SPECIAL FACTORS -- The Merger Agreement and the Management
Agreement" and "THE TENDER OFFER" of the Offer to Purchase is incorporated
herein by reference.
(b) The information set forth in the "INTRODUCTION", "SPECIAL
FACTORS -- Interests of Certain Persons in the Transactions" and "SPECIAL
FACTORS -- The Merger Agreement and the Management Agreement" of the Offer to
Purchase is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(e) The information set forth in the "INTRODUCTION", "SPECIAL
FACTORS -- Purpose and Structure of the Transactions", "SPECIAL
FACTORS -- Future Plans in Addition to the Merger", "SPECIAL
FACTORS -- Interests of Certain Persons in the Transactions", "SPECIAL
FACTORS -- The Merger Agreement and the Management Agreement", "THE TENDER OFFER
- - -- Section 6" (Certain Information Concerning the Company"), "THE TENDER OFFER
- - -- Section 7" ("Certain Information Concerning Purchaser, Parent and Holdings"),
"SPECIAL FACTORS -- Financing of the Transactions" and "THE TENDER
OFFER -- Section 8" ("Dividends and Distributions") of the Offer to Purchase is
incorporated herein by reference. Except as set forth therein, there are no
plans or proposals required to be set forth in this Item. The answer to Item 5
of the Schedule 14D-1 is incorporated herein by reference.
(f)-(g) The information set forth in "SPECIAL FACTORS -- Certain Effects of
the Transactions" and "SPECIAL FACTORS -- Effect of the Offer on the Markets for
the Shares; Nasdaq Listing; Exchange Act Registration" of the Offer to Purchase
is incorporated herein by reference. The answer to Item 5 of the Schedule 14D-1
is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a), (c) The information set forth in the "INTRODUCTION" and "SPECIAL
FACTORS -- Financing of the Transactions" of the Offer to Purchase is
incorporated herein by reference. The answer to Item 4 of the Schedule 14D-1 is
incorporated herein by reference.
(b) The information set forth in "THE TENDER OFFER -- Section 11" ("Fees
and Expenses") of the Offer to Purchase is incorporated herein by reference.
(d) Not applicable.
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ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth in the "INTRODUCTION," "SPECIAL
FACTORS -- Background of the Transactions", "SPECIAL FACTORS -- Recommendation
of the Board of Directors; Fairness of the Transactions", "SPECIAL
FACTORS -- Opinions of the Financial Advisors", "SPECIAL FACTORS -- The Merger
Agreement and the Management Agreement", "SPECIAL FACTORS -- Purpose and
Structure of the Transactions" and "SPECIAL FACTORS -- Future Plans in Addition
to the Merger" of the Offer to Purchase is incorporated herein by reference. The
answer to Item 5 of the Schedule 14D-1 is incorporated herein by reference.
(b)-(d) The information set forth in the "INTRODUCTION," "SPECIAL
FACTORS -- Background of the Transactions", "SPECIAL FACTORS -- Recommendation
of the Board of Directors; Fairness of the Transactions", "SPECIAL
FACTORS -- Opinions of the Financial Advisors", "SPECIAL FACTORS -- Purpose and
Structure of the Transactions", "SPECIAL FACTORS -- Future Plans in Addition to
the Merger", "SPECIAL FACTORS -- The Merger Agreement and the Management
Agreement", "SPECIAL FACTORS -- Certain Effects of the Transactions", "SPECIAL
FACTORS -- Certain Federal Income Tax Consequences" and "SPECIAL
FACTORS -- Effect of the Offer on the Markets for the Shares; Nasdaq Listing;
Exchange Act Registration" of the Offer to Purchase is incorporated herein by
reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(f) The information set forth in the "INTRODUCTION," "SPECIAL
FACTORS -- Background of the Transactions", "SPECIAL FACTORS -- Recommendation
of the Board of Directors; Fairness of the Transactions", "SPECIAL
FACTORS -- Opinions of the Financial Advisors", "SPECIAL FACTORS -- Purpose and
Structure of the Transactions", and "SPECIAL FACTORS -- Future Plans in Addition
to the Merger" of the Offer to Purchase is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in the "INTRODUCTION," "SPECIAL
FACTORS -- Background of the Transactions", "SPECIAL FACTORS -- Recommendation
of the Board of Directors; Fairness of the Transactions", "SPECIAL
FACTORS -- Opinions of the Financial Advisors", "SPECIAL FACTORS -- Purpose and
Structure of the Transactions" of the Offer to Purchase and in Exhibits (b)(1),
(2), (3) and (4) of this Schedule 13E-3 is incorporated herein by reference. The
reports, opinions or appraisals mentioned in the foregoing information
incorporated by reference hereto are available for inspection and copying during
normal business hours at Sheridan Healthcare, Inc., 4651 Sheridan Street, Suite
400, Hollywood, Florida 33021. A copy of any such material will also be
transmitted by the Company to any interested holder of shares of Company Common
Stock or Class A Common Stock (or his representative designated in writing),
upon written request and at the expense of such stockholder.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The information concerning the ownership of and transactions in
Shares set forth in the "INTRODUCTION," "SPECIAL FACTORS -- Background of the
Transactions", "SPECIAL FACTORS -- Interests of Certain Persons in the
Transactions", "THE TENDER OFFER -- Section 6" (Certain Information Concerning
the Company"), and "THE TENDER OFFER -- Section 7" ("Certain Information
Concerning Purchaser, Parent and Holdings") of the Offer to Purchase and in
Exhibits (c)(1)-(13) of this Schedule 13E-3 is incorporated herein by reference.
The answer to Item 6 of the Schedule 14D-1 is incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information in the "INTRODUCTION," "SPECIAL FACTORS -- The Merger
Agreement and the Management Agreement", "SPECIAL FACTORS -- Purpose and
Structure of the Transactions", "SPECIAL FACTORS -- Future Plans in Addition to
the Merger", "SPECIAL FACTORS -- Interests of Certain Persons in the
Transactions", "SPECIAL FACTORS -- Financing of the Transactions" and "THE
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TENDER OFFER -- Section 7" ("Certain Information Concerning Purchaser, Parent
and Holdings") of the Offer to Purchase and in Exhibits (c)(2)-(c)(12) of this
Schedule 13E-3 is incorporated herein by reference. The answer to Item 7 of the
Schedule 14D-1 is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a)-(b) The information set forth in the "INTRODUCTION," "SPECIAL
FACTORS -- Background of the Transactions", "SPECIAL FACTORS -- Recommendation
of the Board of Directors; Fairness of the Transactions" and "SPECIAL
FACTORS -- Interests of Certain Persons in the Transactions" of the Offer to
Purchase is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTIONS.
(a) The information set forth in the "INTRODUCTION", "SPECIAL
FACTORS -- Purpose and Structure of the Transactions", "SPECIAL
FACTORS -- Future Plans in Addition to the Merger" and Schedule IV of the Offer
to Purchase is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a)-(b) The information set forth in "THE TENDER OFFER -- Section 6"
("Certain Information Concerning the Company") of and Schedule I to the Offer to
Purchase is incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in "SPECIAL FACTORS -- Background of the
Transactions", "SPECIAL FACTORS -- Purpose and Structure of the Transactions",
"SPECIAL FACTORS -- Future Plans in Addition to the Merger", "SPECIAL
FACTORS -- Interests of Certain Persons in the Transactions", "SPECIAL
FACTORS -- Financing of the Transactions" and "THE TENDER OFFER -- Section 7"
("Certain Information Concerning Purchaser, Parent and Holdings") of the Offer
to Purchase is incorporated herein by reference.
(b) The information set forth in "THE TENDER OFFER -- Section 11" ("Fees
and Expenses") of the Offer to Purchase is incorporated herein by reference. The
answer to Item 8 of the Schedule 14D-1 is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in the Offer to Purchase and the Letter of
Transmittal, copies of which are attached hereto as Exhibits (d)(1) and (d)(2),
is incorporated herein by reference. The answer to Item 10(f) of the Schedule
14D-1 is incorporated herein by reference.
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Commitment Letter, dated March 24, 1999 to Vestar Capital
Partners III, L.P. from NationsBank, N.A. and NationsBanc
Montgomery Securities LLC.
(b)(1) Fairness Opinion of Salomon Smith Barney Inc., dated March
24, 1999 (included as Annex A to Exhibit (d)(1)).
(b)(2) Fairness Opinion of Bowles Hollowell Conner, dated March 24,
1999 (included as Annex B to Exhibit (d)(1)).
(b)(3) Presentation to the Company's Board of Directors by Salomon
Smith Barney Inc. dated March 24, 1999.
(b)(4) Presentation to the Company's Board of Directors by Bowles
Hollowell Conner dated March 24, 1999.
(c)(1) Agreement and Plan of Merger, dated as of March 24, 1999,
among Parent, Purchaser and the Company (included as
Schedule V to Exhibit (d)(1)).
(c)(2) Employment Agreement, dated as of March 24, 1999, between
Mitchell Eisenberg and the Company.
(c)(3) Employment Agreement, dated as of March 24, 1999, between
Lewis Gold and the Company.
(c)(4) Employment Agreement, dated as of March 24, 1999, between
Michael Schundler and the Company.
(c)(5) Employment Agreement, dated as of March 24, 1999, between
Jay Martus and the Company.
(c)(6) Stockholders Agreement, dated as of March 24, 1999, among
Parent, the Company, Holdings, Gilbert Drozdow, Jay Martus,
Michael Schundler, Lewis Gold and Mitchell Eisenberg.
(c)(7) Subscription and Tender Agreement, dated as of March 24,
1999, between Mitchell Eisenberg and Parent.
(c)(8) Subscription and Tender Agreement, dated as of March 24,
1999, between Lewis Gold and Parent.
(c)(9) Subscription and Tender Agreement, dated as of March 24,
1999, between Jay Martus and Parent.
(c)(10) Subscription and Tender Agreement, dated as of March 24,
1999, between Michael Schundler and Parent.
(c)(11) Subscription and Tender Agreement, dated as of March 24,
1999, between Gilbert Drozdow and Parent.
(c)(12) Tender Agreement, dated as of March 24, 1999, between Robert
Coward and Parent.
(c)(13) Guaranty Agreement dated as of March 24, 1999, between
Vestar Capital Partners III, L.P. and the Company.
(d)(1) Offer to Purchase dated March 31, 1999.
(d)(2) Letter of Transmittal.
(d)(3) Notice of Guaranteed Delivery.
(d)(4) Letter from the Information Agent to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(d)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(d)(6) Joint Press Release dated March 25, 1999.
(d)(7) Summary Advertisement dated March 31, 1999.
(d)(8) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(e) Section 262 of the Delaware General Corporation Law
(included as Schedule IV to Exhibit (d)(1)).
(f) Not applicable.
(g) Tender Offer Statement on Schedule 14D-1 filed by Holdings,
Parent and Purchaser on March 31, 1999.
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SIGNATURES
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.,
------------------------------------
its Sole Member
By: VESTAR ASSOCIATES III,
L.P.,
------------------------------------
its General Partner
By: VESTAR ASSOCIATES CORPORATION
III
------------------------------------
its General Partner
By: JAMES L. ELROD, JR.
------------------------------------
Name: James L. Elrod, Jr.
Title: Vice President
VESTAR/SHERIDAN HOLDINGS, INC.
By: JAMES L. ELROD, JR.
------------------------------------
Name: James L. Elrod, Jr.
Title: President
VESTAR/SHERIDAN, INC.
By: JAMES L. ELROD, JR.
------------------------------------
Name: James L. Elrod, Jr.
Title: President
SHERIDAN HEALTHCARE, INC.
By: JAY A. MARTUS
------------------------------------
Name: Jay A. Martus
Title: Vice President and General
Counsel
MITCHELL EISENBERG
--------------------------------------
Mitchell Eisenberg
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LEWIS D. GOLD
--------------------------------------
Lewis D. Gold
MICHAEL F. SCHUNDLER
--------------------------------------
Michael F. Schundler
GILBERT L. DROZDOW
--------------------------------------
Gilbert L. Drozdow
JAY A. MARTUS
--------------------------------------
Jay A. Martus
ROBERT J. COWARD
--------------------------------------
Robert J. Coward
March 31, 1999
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EXHIBIT INDEX
(a)(1) Commitment Letter, dated March 24, 1999 to Vestar Capital
Partners III, L.P. from NationsBank, N.A. and NationsBanc
Montgomery Securities LLC.
(b)(1) Fairness Opinion of Salomon Smith Barney Inc., dated March
24, 1999 (included as Annex A to Exhibit (d)(1).
(b)(2) Fairness Opinion of Bowles Hollowell Conner, dated March 24,
1999 (included as Annex B to Exhibit (d)(1).
(b)(3) Presentation to the Company's Board of Directors by Salomon
Smith Barney, Inc. dated March 24, 1999.
(b)(4) Presentation to the Company's Board of Directors by Bowles
Hollowell Conner dated March 24, 1999.
(c)(1) Agreement and Plan of Merger, dated as of March 24, 1999
among Parent, Purchaser and the Company (included as Exhibit
(V) to Exhibit (d)(1)).
(c)(2) Employment Agreement, dated as of March 24, 1999, between
Mitchell Eisenberg and the Company.
(c)(3) Employment Agreement, dated as of March 24, 1999, between
Lewis Gold and the Company.
(c)(4) Employment Agreement, dated as of March 24, 1999, between
Michael Schundler and the Company.
(c)(5) Employment Agreement, dated as of March 24, 1999, between
Jay Martus and the Company.
(c)(6) Stockholders Agreement, dated as of March 24, 1999, among
Parent, the Company, Holdings, Gilbert Drozdow, Jay Martus,
Michael Schundler, Lewis Gold, Mitchell Eisenberg.
(c)(7) Subscription and Tender Agreement, dated as of March 24,
1999, between Mitchell Eisenberg and Parent.
(c)(8) Subscription and Tender Agreement, dated as of March 24,
1999, between Lewis Gold and Parent.
(c)(9) Subscription and Tender Agreement, dated as of March 24,
1999, between Jay Martus and Parent.
(c)(10) Subscription and Tender Agreement, dated as of March 24,
1999, between Michael Schundler and Parent.
(c)(11) Subscription and Tender Agreement, dated as of March 24,
1999, between Parent and Gilbert Drozdow.
(c)(12) Tender Agreement, dated as of March 24, 1999 between Parent
and Robert Coward.
(c)(13) Guaranty Agreement, dated as of March 24, 1999, between
Vestar Capital Partners III, L.P. and the Company.
(d)(1) Offer to Purchase dated March 31, 1999.
(d)(2) Letter of Transmittal.
(d)(3) Notice of Guaranteed Delivery.
(d)(4) Letter from the Information Agent to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(d)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(d)(6) Joint Press Release dated March 25, 1999.
(d)(7) Summary Advertisement dated March 31, 1999.
(d)(8) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(e) Section 262 of the Delaware General Corporation Law.
(f) Not applicable.
(g) Tender Offer Statement on Schedule 14D-1 filed by Holdings,
Parent and Purchaser on March 31, 1999.