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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
VISTACARE, INC.
(Name of Subject Company (Issuer))
OHC INVESTMENT, INC.
a wholly-owned subsidiary of
ODYSSEY HEALTHCARE HOLDING COMPANY
a wholly-owned subsidiary of
ODYSSEY HEALTHCARE, INC.
(Name of Filing Person (Offeror))
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
92839Y109
(CUSIP Number of Class of Securities)
W. Bradley Bickham
Odyssey HealthCare, Inc.
717 North Harwood, Suite 1500
Dallas, Texas 75201
(214) 922-9711
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
P. Gregory Hidalgo
Vinson & Elkins L.L.P.
3700 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201-2975
(214) 220-7700
CALCULATION OF FILING FEE
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Transaction Valuation* |
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Amount of Filing Fee* |
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Not applicable |
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Not applicable |
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o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) of the
Exchange Act 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.
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Amount Previously Paid:
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None
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Filing Party:
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Not Applicable |
Form or Registration No.:
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Not Applicable
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Date Filed:
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Not Applicable |
þ 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.
þ Third-party tender offer subject to Rule 14d-1.
o Issuer tender offer subject to Rule 13e-4.
o Going-private transaction subject to Rule 13e-3.
o 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: o
SCHEDULE TO
On January 16, 2008, Odyssey HealthCare, Inc. (Odyssey) held a conference call to
discuss the planned acquisition of VistaCare, Inc., a Delaware corporation (VistaCare),
pursuant to an Agreement and Plan of Merger, dated January 15, 2008, by and among Odyssey
HealthCare Holding Company, a Delaware corporation and wholly owned subsidiary of Odyssey
(Parent), OHC Investment, Inc., a Delaware corporation and wholly owned subsidiary of
Parent (Purchaser), and VistaCare. During the call Odyssey incorrectly stated that the
call was being recorded and would be available until January 22, 2008 on Odysseys website or by
calling certain specified numbers. The call will actually be available until January 30, 2008. A
transcript of the conference call is attached hereto as Exhibit 99.1.
This filing on Schedule TO (this Schedule TO) relates to a planned tender offer by Purchaser
to purchase all outstanding shares of class A common stock, par value $0.01 per share (including
the associated Series A Junior Participating Preferred Stock purchase rights) of VistaCare, Inc., a
Delaware corporation (VistaCare), to be commenced pursuant to an Agreement and Plan of Merger,
dated as of January 15, 2008, by and among Purchaser, Parent and VistaCare.
The tender offer described in this document has not yet commenced, and this document is
neither an offer to purchase nor a solicitation of an offer to sell securities of VistaCare. At
the time the tender offer is commenced, Odyssey will cause its subsidiaries to file a tender offer
statement with the U.S. Securities and Exchange Commission (the SEC), and will mail an offer to
purchase, letter of transmittal and related tender offer documents to VistaCares stockholders.
Investors and VistaCare security holders are strongly advised to read the tender offer statement
(including the offer to purchase, letter of transmittal and related tender offer documents) and the
related solicitation/recommendation statement that will be filed by VistaCare with the SEC, because
they will contain important information, including the various terms of, and conditions to, the
tender offer. These documents will be available at no charge on the SECs Web site at www.sec.gov.
The tender offer statement and the related materials (once they become available) may also be
obtained from Odyssey HealthCare by directing a request to Odysseys Investor Relations department
at (214) 922-9711, or Odyssey HealthCare, Inc., 717 North Harwood, Suite 1500, Dallas, Texas 75201,
Attn: Investor Relations.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
99.1 |
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Transcript of conference call on January 16, 2008 |
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the undersigned hereby
certify as of January 16, 2008 that the information set forth in this statement is true, complete
and correct.
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OHC INVESTMENT, INC.
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By: |
/s/ R. Dirk Allison
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R. Dirk Allison |
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Senior Vice President and Chief Financial Officer |
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ODYSSEY HEALTHCARE HOLDING COMPANY
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By: |
/s/ R. Dirk Allison
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R. Dirk Allison |
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Senior Vice President and Chief Financial Officer |
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ODYSSEY HEALTHCARE, INC.
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By: |
/s/ R. Dirk Allison
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R. Dirk Allison |
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Senior Vice President and Chief Financial Officer |
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EXHIBIT |
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NO. |
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DESCRIPTION |
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99.1
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Transcript of conference call on January 16, 2008 |