As filed with the Securities and Exchange Commission on October 9, 2003
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 TO
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMN HEALTHCARE SERVICES, INC.
(Name of Subject Company and Filing Person)
COMMON STOCK, PAR VALUE $0.01 PER SHARE OPTIONS TO PURCHASE COMMON STOCK
(Title of Class of Securities) (Title of Class of Securities)
001744101 NONE
(CUSIP Number of Class of Securities) (CUSIP Number of Class of Securities)
DONALD R. MYLL
CHIEF ACCOUNTING OFFICER AND CHIEF FINANCIAL OFFICER
AMN HEALTHCARE SERVICES, INC.
12400 HIGH BLUFF DRIVE, SUITE 100
SAN DIEGO, CALIFORNIA 92130
(858) 792-0711
WITH A COPY TO:
JOHN C. KENNEDY, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 373-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Bidder)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2)
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$180,000,000 $14,562
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(1) AMN Healthcare Services, Inc. intends to purchase, for cash, up to $175.0
million of its common stock, par value $0.01 per share, and up to $5.0
million of certain vested and exercisable options to purchase its common
stock.
(2) Previously paid.
[_] 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: None Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
[_] 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:
[_] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] 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. 3 ("Amendment No. 3") to Tender Offer Statement on
Schedule TO relates to the offer by AMN Healthcare Services, Inc., a Delaware
corporation (the "Company"), to purchase an aggregate of $180.0 million of its
securities consisting of (1) up to $175.0 million of its common stock, par value
$0.01 per share ("Shares"), at a price of $18.00 per Share, net to the seller in
cash, without interest and (2) up to $5.0 million of certain vested and
exercisable options ("Options") to purchase Shares at a price equal to $18.00,
less the applicable exercise price of such Option, net to the seller in cash,
without interest, in each case, upon the terms and subject to the conditions set
forth in the Amended and Restated Offer to Purchase, dated September 19, 2003,
and the related Letter of Transmittal, as amended. This Amendment No. 3 amends
and supplements the Schedule TO filed by the Company on September 4, 2003 and
amended on each of September 19, 2003 and October 2, 2003. This Amendment No. 3
is intended to satisfy the reporting requirements of Rule 13e-4(c)(1) of the
Securities Exchange Act of 1934.
ITEM 12. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
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(a)(1)(U) Press Release, dated as of October 9, 2003,
by the Company.
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.
Dated: October 9, 2003
AMN HEALTHCARE SERVICES, INC.
By: /s/ Donald R. Myll
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Donald R. Myll
Chief Financial Officer and
Chief Accounting Officer
2
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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(a)(1)(U) Press Release, dated as of October 9, 2003,
by the Company.
EXHIBIT (a)(1)(U)
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PRESS RELEASE
Contact: Donald R. Myll or Joseph F. Marino
(866) 861-3229
AMN HEALTHCARE SERVICES, INC. ANNOUNCES
PRELIMINARY RESULTS OF SELF TENDER OFFER
San Diego, CA (October 9, 2003) - AMN Healthcare Services, Inc. (NYSE:
AHS) today announced the preliminary results of its tender offer, which expired
yesterday at 12:00 midnight, Eastern Time. In the tender offer, AMN offered to
purchase up to an aggregate of $180.0 million of securities, consisting of
$175.0 million of shares of its common stock, par value $0.01 per share, and
$5.0 million of vested and exercisable employee stock options with exercise
prices of less than $18.00 per share. The purchase price for common stock in the
tender offer was $18.00 per share, and the purchase price for stock options was
equal to $18.00 per option less the applicable exercise price of such option, in
each case, net to the seller in cash, without interest.
Based on a preliminary count by Mellon Investor Services LLC, the
depositary for the tender offer, 32,296,646 shares of common stock, representing
an aggregate purchase price of approximately $581.3 million, were properly
tendered and not withdrawn, and an additional 7,076,734 shares of common stock,
representing an aggregate purchase price of approximately $127.4 million, were
tendered through notice of guaranteed delivery. AMN expects that a portion of
the shares tendered through notice of guaranteed delivery will ultimately not be
delivered to the depositary and therefore will not represent validly tendered
shares. In addition, stock options to purchase 1,249,809 shares of common stock,
representing an aggregate purchase price of approximately $15.8 million, were
properly tendered and not withdrawn. AMN expects to accept for purchase
approximately 9,722,222 shares of common stock for an aggregate purchase price
of approximately $175.0 million and stock options to purchase approximately
376,029 shares of common stock for an aggregate purchase price of approximately
$5.0 million.
The shares of common stock expected to be purchased represent
approximately 25.7% of AMN's 37,842,562 shares of common stock authorized and
issued as of October 8, 2003. The stock options to be purchased represent
approximately 12.0% of the 3,138,030 stock options eligible to be tendered as of
September 2, 2003. As a result of the completion of the tender offer,
immediately following payment for the tendered shares of common stock and stock
options, AMN expects that 28,120,340 shares of its common stock will be
authorized and issued, and that, of the stock options eligible to be tendered,
stock options to purchase approximately 2,762,001 shares of its common stock
will remain authorized and issued.
Payment for shares of common stock and stock options accepted for
purchase will be made after the final results of the tender offer have been
determined.
ABOUT AMN
AMN is the largest nationwide provider of travel healthcare staffing
services. AMN recruits nurses and allied health professionals nationally and
internationally and places them on temporary assignments, typically for 13
weeks, at acute-care hospitals and healthcare facilities throughout the United
States.
CAUTIONARY STATEMENT
This press release contains certain "forward-looking statements." AMN
has tried, whenever possible, to identify these forward-looking statements using
words such as "anticipates," "believes," "estimates," "projects," "expects,"
"plans," "intends" and similar expressions. Similarly, statements herein that
describe AMN's business strategy, outlook, objectives, plans, intentions or
goals are also forward-looking statements. Accordingly, such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which could cause AMN's actual results, performance or achievements to differ
materially from those expressed in, or implied by, such statements. These risks
and uncertainties may include, but are not limited to: AMN's ability to continue
to recruit and retain qualified temporary healthcare professionals and ability
to attract and retain operational personnel; AMN's ability to enter into
contracts with hospitals and other healthcare facility clients on terms
attractive to AMN and to secure orders related to those contracts; the
attractiveness to hospitals and healthcare facility clients of AMN's services;
changes in the timing of hospital and healthcare facility clients' orders for
and AMN's placement of temporary healthcare professionals; the general level of
patient occupancy at AMN's hospital and healthcare facility clients' facilities;
the overall level of demand for services offered by temporary healthcare
providers; AMN's ability to successfully implement its acquisition and
integration strategies; the effect of existing or future government regulation
of the healthcare industry, and AMN's ability to operate in compliance with
these regulations; the impact of medical malpractice and other claims asserted
against AMN; and AMN's ability to carry out its business strategy, including
adapting to an increasingly competitive environment. These statements reflect
AMN's current beliefs and are based upon information currently available to it.
Be advised that developments subsequent to this release are likely to cause
these statements to become outdated with the passage of time.