1
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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
------------------------
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)
------------------------
823781109
823781208
(CUSIP NUMBERS OF CLASSES OF SECURITIES)
------------------------
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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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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* Based on the offer to purchase all of the outstanding shares of Common Stock,
par value $0.01 (the "Common Stock"), and Class A Common Stock, par value
$0.01 (the "Class A Common Stock"), of the Subject Company at $9.25 per share
in cash, 6,290,178 shares of Common Stock and 296,638 shares of Class A
Common Stock outstanding, and options to purchase 1,382,863 shares of Common
Stock outstanding as of March 28, 1999.
** 1/50 of 1% of Transaction Valuation.
[ ] 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:
Form or Registration No.:
Filing Party:
Date Filed:
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2
CUSIP NO. (COMMON STOCK) 823781109
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vestar/Sheridan, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
2 (b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
AF, BK
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
SOLE VOTING POWER
7
0
-----------------------------------------------------------------
SHARED VOTING POWER*
8
698,759 SHARES OF COMMON STOCK
-----------------------------------------------------------------
SOLE DISPOSITIVE POWER
9
0
-----------------------------------------------------------------
SHARED DISPOSITIVE POWER*
10
698,759 SHARES OF COMMON STOCK
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
11 PERSON*
698,759 SHARES OF COMMON STOCK
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.7% (BASED ON 6,516,551 SHARES OF COMMON STOCK OUTSTANDING AFTER GIVING EFFECT TO
ISSUANCE OF SHARES OF COMMON STOCK UNDERLYING OPTIONS INCLUDED IN ROW (11))
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TYPE OF REPORTING PERSON
14
CO
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* Beneficial ownership is based solely on the provisions of the Tender Agreement
and the Subscription and Tender Agreements described in Item 7 herein,
pursuant to which, among other things, certain officers of Sheridan
Healthcare, Inc. who beneficially own Common Stock have agreed with the sole
stockholder of the reporting person to (1) vote the shares of Common Stock
shown here as beneficially owned in favor of the adoption of the Merger
Agreement and against any action or agreement that would impede, interfere
with, delay or prevent the purchase of shares pursuant to the Offer or the
consummation of the Merger or would result in a breach of any covenant,
representation or warranty contained in the Merger Agreement and (2) tender
such shares into the Offer. Capitalized terms have the meanings assigned
thereto herein.
2
3
CUSIP NO. (COMMON STOCK) 823781109
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vestar/Sheridan Holdings, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
2 (b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
AF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
SOLE VOTING POWER
7
0
-----------------------------------------------------------------
SHARED VOTING POWER*
8
698,759 SHARES OF COMMON STOCK
-----------------------------------------------------------------
SOLE DISPOSITIVE POWER
9
0
-----------------------------------------------------------------
SHARED DISPOSITIVE POWER*
10
698,759 SHARES OF COMMON STOCK
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
11 PERSON*
698,759 SHARES OF COMMON STOCK
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.7% (BASED ON 6,516,551 SHARES OF COMMON STOCK OUTSTANDING AFTER GIVING EFFECT TO ISSUANCE
OF SHARES OF COMMON STOCK UNDERLYING OPTIONS INCLUDED IN ROW (11))
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TYPE OF REPORTING PERSON
14
CO
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* Beneficial ownership is based solely on the provisions of the Tender Agreement
and the Subscription and Tender Agreements, described in Item 7 herein,
pursuant to which among, other things, certain officers of Sheridan
Healthcare, Inc. who beneficially own Common Stock have agreed with the
reporting person to (1) vote the shares of Common Stock shown here as
beneficially owned in favor of the adoption of the Merger Agreement and
against any action or agreement that would impede, interfere with, delay or
prevent the purchase of shares pursuant to the Offer or the consummation of
the Merger or would result in a breach of any covenant, representation or
warranty contained in the Merger Agreement and (2) tender such shares into the
Offer. Capitalized terms have the meanings assigned thereto herein.
3
4
CUSIP NO. (COMMON STOCK) 823781109
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vestar/Sheridan Investors, LLC
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
2 (b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
AF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
SOLE VOTING POWER
7
0
-----------------------------------------------------------------
SHARED VOTING POWER*
8
698,759 SHARES OF COMMON STOCK
-----------------------------------------------------------------
SOLE DISPOSITIVE POWER
9
0
-----------------------------------------------------------------
SHARED DISPOSITIVE POWER*
10
698,759 SHARES OF COMMON STOCK
- - ----------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
11 PERSON*
698,759 SHARES OF COMMON STOCK
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.7% (BASED ON 6,516,551 SHARES OF COMMON STOCK OUTSTANDING AFTER GIVING EFFECT TO ISSUANCE
OF SHARES OF COMMON STOCK UNDERLYING OPTIONS INCLUDED IN ROW (11))
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TYPE OF REPORTING PERSON
14
HC
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* Beneficial ownership is based solely on the provisions of the Tender Agreement
and the Subscription and Tender Agreements described in Item 7 herein,
pursuant to which among, other things, certain officers of Sheridan
Healthcare, Inc. who beneficially own Common Stock have agreed with a wholly
owned subsidiary of the reporting person to (1) vote the shares of Common
Stock shown here as beneficially owned in favor of the adoption of the Merger
Agreement and against any action or agreement that would impede, interfere
with, delay or prevent the purchase of shares pursuant to the Offer or
consummation of the Merger or would result in a breach of any covenant,
representation or warranty contained in the Merger Agreement and (2) tender
such shares into the Offer. Capitalized terms have the meanings assigned
thereto herein.
4
5
This Tender Offer Statement on Schedule 14D-1 and Statement on Schedule 13D
(the "Schedule 14D-1/13D") relates 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 (the
"Offer to Purchase"), a copy of which is attached hereto as Exhibit (a)(1), and
in the related Letter of Transmittal (which, together with the Offer to
Purchase, as amended from time to time, constitute the "Offer"), a copy of which
is attached hereto as Exhibit (a)(2).
ITEM 1. SECURITY AND SUBJECT COMPANY.
a. The name of the subject company is Sheridan Healthcare, Inc. The
information set forth in "THE TENDER OFFER -- Section 6" ("Certain Information
Concerning the Company") of the Offer to Purchase is incorporated herein by
reference.
b. The exact title of the class of equity securities being sought in the
Offer is Common Stock, par value $0.01 per share, and Class A Common Stock, par
value $0.01 per share, of the Company. The information set forth in the
Introduction (the "Introduction") of the Offer to Purchase is incorporated
herein by reference.
c. 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.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) This Statement is filed by Purchaser, Parent and Holdings.
The information set forth in "THE TENDER OFFER -- Section 7" ("Certain
Information Concerning Purchaser, Parent and Holdings") of the Offer to Purchase
and in Schedule I thereto is incorporated herein by reference.
(e) and (f) During the last five years, neither Purchaser, Parent nor
Holdings nor, to the best knowledge of Purchaser, Parent or Holdings, any of the
persons listed in Schedule I to the Offer to Purchase (i) has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) was a party to a civil proceeding of a judicial or administrative body of
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.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a) and (b) The information set forth in "THE TENDER OFFER -- Section 7"
("Certain Information Concerning Purchaser, Parent and Holdings"), "SPECIAL
FACTORS -- Background of the Transactions" and "SPECIAL FACTORS -- The Merger
Agreement and the Management Agreement" of the Offer to Purchase is incorporated
herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) and (b) The information set forth in "SPECIAL FACTORS -- Financing of
the Transactions" of the Offer to Purchase is incorporated herein by reference.
(c) Not applicable.
5
6
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(e) 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", "SPECIAL FACTORS -- Interests of Certain Persons in the
Transactions" and "SPECIAL FACTORS -- Effect of the Offer on the Market for the
Shares; Nasdaq Listing; Exchange Act Registration" of the Offer to Purchase is
incorporated herein by reference.
(f)-(g) The information set forth in "SPECIAL FACTORS -- Effect of the
Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration"
of the Offer to Purchase is incorporated herein by reference.
Except as contemplated by the Merger Agreement, the Tender Agreement, the
Stockholders Agreement and the Subscription and Tender Agreements, none of
Holdings, Parent and Purchaser has any plans or proposals which relate to or
would result in (x) the acquisition by any person of additional securities of
the Company or the disposition of securities of the Company, or (y) changes to
the Company's charter, bylaws or instruments corresponding thereto or other
action which may impede the acquisition of control of the Company by any person.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in the Introduction and "THE TENDER
OFFER -- Section 7" ("Certain Information Concerning Purchaser, Parent and
Holdings") of and Schedule I to the Offer to Purchase is incorporated herein by
reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE
SUBJECT COMPANY'S SECURITIES.
The information set forth in the "THE TENDER OFFER -- Section 7" ("Certain
Information Concerning Purchaser, Parent and Holdings"), "SPECIAL
FACTORS -- Background of the Transactions", "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.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in the Introduction and "THE TENDER
OFFER -- Section 11" ("Fees and Expenses") of the Offer to Purchase is
incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in "THE TENDER OFFER -- Section 7" ("Certain
Information Concerning Purchaser, Parent and Holdings") of the Offer to Purchase
is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(a) The information set forth in "SPECIAL FACTORS -- Interests of Certain
Persons in the Transactions" and "SPECIAL FACTORS -- The Merger Agreement and
the Management Agreement" is incorporated herein by reference.
(b) and (c) The information set forth in "THE TENDER OFFER -- Section 10"
("Certain Legal Matters and Regulatory Approvals") of the Offer to Purchase is
incorporated herein by reference.
(d) The information set forth in "SPECIAL FACTORS -- Effect of the Offer on
the Market for the Shares; Nasdaq Listing; Exchange Act Registration" and "THE
TENDER OFFER -- Section 10" ("Certain Legal Matters and Regulatory Approvals")
of the Offer to Purchase is incorporated herein by reference.
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7
(e) None.
(f) The information set forth in the Offer to Purchase and the Letter of
Transmittal is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase dated as of March 31, 1999.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter from the Information Agent to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(5) Letter to clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Summary Advertisement as published on March 31, 1999.
(a)(8) Joint Press Release issued by Sheridan Healthcare, Inc. and
Vestar/Sheridan Holdings, Inc. on March 25, 1999.
(b)(1) Commitment Letter, dated March 24, 1999, to the Purchaser from
NationsBank, N.A. and NationsBanc Montgomery Securities LLC.
(c)(1) Agreement and Plan of Merger, dated as of March 24, 1999, by and
among Vestar/Sheridan Holdings, Inc., Vestar/Sheridan, Inc. and
Sheridan Healthcare, Inc.
(c)(2) 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)(3) Confidentiality Agreement, dated as of December 1, 1998, by and
between Vestar Capital Partners III, L.P. and Sheridan Healthcare,
Inc.
(c)(4) Employment Agreement, dated as of March 24, 1999, between Mitchell
Eisenberg and the Company.
(c)(5) Employment Agreement, dated as of March 24, 1999, between Lewis
Gold and the Company.
(c)(6) Employment Agreement, dated as of March 24, 1999, between Michael
Schundler and the Company.
(c)(7) Employment Agreement, dated as of March 24, 1999, between Jay
Martus and the Company.
(c)(8) Subscription and Tender Agreement, dated as of March 24, 1999,
between Mitchell Eisenberg and Parent.
(c)(9) Subscription and Tender Agreement, dated as of March 24, 1999,
between Lewis Gold and Parent.
(c)(10) Subscription and Tender Agreement, dated as of March 24, 1999,
between Jay Martus and Parent.
(c)(11) Subscription and Tender Agreement, dated as of March 24, 1999,
between Michael Schundler and Parent.
(c)(12) Subscription and Tender Agreement, dated as of March 24, 1999,
between Parent and Gilbert Drozdow.
(c)(13) Tender Agreement, dated as of March 24, 1999, between Parent and
Robert Coward.
7
8
(c)(14) Management Agreement, dated as of March 24, 1999, among Sheridan
Healthcare, Inc., Vestar/Sheridan Holdings, Inc. and Vestar Capital
Partners.
(c)(15) Guaranty Agreement dated as of March 24, 1999, between Vestar
Capital Partners III, L.P. and the Company.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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9
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.,
------------------------------------
its Sole Member
By: VESTAR ASSOCIATES III,
L.P.,
------------------------------------
its General Partner
By: VESTAR ASSOCIATES CORPORATION
III
------------------------------------
its General Partner
By: /s/ JAMES L. ELROD, JR.
------------------------------------
Name: James L. Elrod, Jr.
Title: Vice President
VESTAR/SHERIDAN HOLDINGS, INC.
By: /s/ JAMES L. ELROD, JR.
------------------------------------
Name: James L. Elrod, Jr.
Title: President
VESTAR/SHERIDAN, INC.
By: /s/ JAMES L. ELROD, JR.
------------------------------------
Name: James L. Elrod, Jr.
Title: President
Date: March 31, 1999
9
10
EXHIBIT INDEX
EXHIBIT PAGE
NO. DESCRIPTION NO.
- - ------- ----------- ----
(a)(1) Offer to Purchase dated as of March 31, 1999.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter from the Information Agent to Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.
(a)(5) Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(7) Summary Advertisement as published on March 31, 1999.
(a)(8) Joint Press Release issued by Sheridan Healthcare, Inc. and
Vestar/Sheridan Holdings, Inc. on March 25, 1999.
(b)(1) Commitment Letter, dated March 24, 1999, to the Purchaser
from NationsBank, N.A. and NationsBanc Montgomery Securities
LLC.
(c)(1) Agreement and Plan of Merger, dated as of March 24, 1999, by
and among Vestar/ Sheridan Holdings, Inc., Vestar/Sheridan,
Inc. and Sheridan Healthcare, Inc.
(c)(2) 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)(3) Confidentiality Agreement, dated as of December 1, 1998, by
and between Vestar Capital Partners III, L.P. and Sheridan
Healthcare, Inc.
(c)(4) Employment Agreement, dated as of March 24, 1999, between
Mitchell Eisenberg and the Company.
(c)(5) Employment Agreement, dated as of March 24, 1999, between
Lewis Gold and the Company.
(c)(6) Employment Agreement, dated as of March 24, 1999, between
Michael Schundler and the Company.
(c)(7) Employment Agreement dated as of March 24, 1999, between Jay
Martus and the Company.
(c)(8) Subscription and Tender Agreement, dated as of March 24,
1999, between Mitchell Eisenberg and Parent.
(c)(9) Subscription and Tender Agreement, dated as of March 24,
1999, between Lewis Gold and Parent.
(c)(10) Subscription and Tender Agreement, dated as of March 24,
1999, between Jay Martus and Parent.
(c)(11) Subscription and Tender Agreement, dated as of March 24,
1999, between Michael Schundler and Parent.
(c)(12) Subscription and Tender Agreement, dated as of March 24,
1999, between Parent and Gilbert Drozdow.
(c)(13) Tender Agreement, dated as of March 24, 1999, between Parent
and Robert Coward.
(c)(14) Management Agreement, dated as of March 24, 1999, among
Sheridan Healthcare, Inc., Vestar/Sheridan Holdings, Inc.
and Vestar Capital Partners.
11
EXHIBIT PAGE
NO. DESCRIPTION NO.
- - ------- ----------- ----
(c)(15) Guaranty Agreement dated as of March 24, 1999, between
Vestar Capital
Partners III, L.P. and the Company.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.