sc13d06588vis_02062008.htm

0000921895-08-000395.txt : 20080207 0000921895-08-000395.hdr.sgml : 20080207 20080207172638 ACCESSION NUMBER: 0000921895-08-000395 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080207 DATE AS OF CHANGE: 20080207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VISTACARE, INC. CENTRAL INDEX KEY: 0000787030 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 061521534 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78642 FILM NUMBER: 08586151 BUSINESS ADDRESS: STREET 1: 4800 N. SCOTTSDALE RD. STREET 2: SUITE 5000 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: 480-648-8749 MAIL ADDRESS: STREET 1: 4800 N. SCOTTSDALE RD. STREET 2: SUITE 5000 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 FORMER COMPANY: FORMER CONFORMED NAME: VISTACARE INC DATE OF NAME CHANGE: 19860108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACCIPITER CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001280190 IRS NUMBER: 134220800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127058700 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: ACCIPITER CAPITAL MANAGEMENT DATE OF NAME CHANGE: 20040213 SC 13D 1 sc13d06588vis_02062008.htm sc13d06588vis_02062008.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. )1

VistaCare, Inc.

(Name of Issuer)

Class A Common Stock, $0.01 Par Value Per Share

(Title of Class of Securities)

92839Y109

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 6, 2008

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 92839Y109

1	NAME OF REPORTING PERSON ACCIPITER LIFE SCIENCES FUND, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 338,141
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 338,141
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 338,141
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 92839Y109

1	NAME OF REPORTING PERSON ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 338,780
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 338,780
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 338,780
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 92839Y109

1	NAME OF REPORTING PERSON ACCIPITER LIFE SCIENCES FUND II, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 234,661
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 234,661
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 234,661
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 92839Y109

1	NAME OF REPORTING PERSON ACCIPITER LIFE SCIENCES FUND II (OFFSHORE), LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 481,915
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 481,915
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 481,915
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 92839Y109

1	NAME OF REPORTING PERSON ACCIPITER LIFE SCIENCES FUND II (QP), LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 279,853
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 279,853
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 279,853
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 92839Y109

1	NAME OF REPORTING PERSON CANDENS CAPITAL, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 852,655
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 852,655
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 852,655
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 92839Y109

1	NAME OF REPORTING PERSON ACCIPITER CAPITAL MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 820,695
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 820,695
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 820,695
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 92839Y109

1	NAME OF REPORTING PERSON GABE HOFFMAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,673,350
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,673,350
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,673,350
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 92839Y109

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.

Security and Issuer.

This statement relates to shares of the Class A Common Stock, $0.01 Par Value Per Share (the “Shares”), of VistaCare, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 4800 North Scottsdale Road, Suite 5000, Scottsdale, Arizona 85251.

Item 2.

Identity and Background.

(a) This statement is filed by Accipiter Life Sciences Fund, LP, a Delaware limited partnership (“ALS Fund”), Accipiter Life Sciences Fund (Offshore), Ltd., a Cayman Islands company (“ALS Fund Offshore”), Accipiter Life Sciences Fund II, LP, a Delaware limited partnership (“ALS Fund II”), Accipiter Life Sciences Fund II (Offshore), Ltd., a Cayman Islands company (“ALS Fund II Offshore”), Accipiter Life Sciences Fund II (QP), LP, a Delaware limited partnership (“ALS Fund II QP”) (together with ALS Fund, ALS Fund Offshore, ALS Fund II, ALS Fund II Offshore, ALS Fund II QP, the “Accipiter Entities”), Accipiter Capital Management, LLC, a Delaware limited liability company (“Accipiter Management”), Candens Capital, LLC, a Delaware limited liability company (“Candens Capital”) and Gabe Hoffman. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Candens Capital is the general partner of each of ALS Fund, ALS Fund II and ALS Fund II QP. Accipiter Management is the investment adviser of each of ALS Fund Offshore and ALS Fund II Offshore. Gabe Hoffman is the managing member of each of Candens Capital and Accipiter Management. By virtue of his positions with Candens Capital and Accipiter Management, Mr. Hoffman has the power to vote and dispose of the Issuer’s Shares owned by the Accipiter Entities.

(b) The principal business address of each of ALS Fund, ALS Fund II, ALS Fund II QP, Candens Capital, Accipiter Management and Mr. Hoffman is 399 Park Avenue, 38th Floor, New York, New York 10022. The principal business address of ALS Fund Offshore and ALS Fund II Offshore is c/o Ogier Fiduciary Services (Cayman) Limited, Queensgate House, South Church Street, P.O. Box 1234, George Town, Grand Cayman, Cayman Islands. The officers and directors of ALS Fund Offshore and ALS Fund II Offshore and their principal occupations and business addresses are set forth on Schedule A to the Schedule 13D and incorporated herein by reference in this Item 2.

(c) The principal business of each of the Accipiter Entities is investing in securities. The principal business of Candens Capital is acting as the general partner of each of ALS Fund, ALS Fund II and ALS Fund II QP. The principal business of Accipiter Management is acting as the investment adviser of ALS Fund Offshore and ALS Fund II Offshore. The principal occupation of Mr. Hoffman is acting as managing member of Accipiter Management and Candens Capital.

(d) No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been 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 or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Mr. Hoffman is a citizen of the United States of America.

CUSIP NO. 92839Y109

Item 3.

Source and Amount of Funds or Other Consideration.

The aggregate purchase price of the 338,141 Shares owned by ALS Fund is $3,108,696, including brokerage commissions. The Shares owned by ALS Fund were acquired with partnership funds.

The aggregate purchase price of the 338,780 Shares owned by ALS Fund Offshore is $3,114,351, including brokerage commissions. The Shares owned by ALS Fund Offshore were acquired using its working capital.

The aggregate purchase price of the 234,661 Shares owned by ALS Fund II is $2,283,470 including brokerage commissions. The Shares owned by ALS Fund II were acquired with partnership funds.

The aggregate purchase price of the 481,915 Shares owned by ALS Fund II Offshore is $4,638,573, including brokerage commissions. The Shares owned by ALS Fund II Offshore were acquired using its working capital.

The aggregate purchase price of the 279,853 Shares owned by ALS Fund II QP is $2,687,310, including brokerage commissions. The Shares owned by ALS Fund II QP were acquired with partnership funds.

Item 4.

Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

On February 7, 2008, Accipiter Capital issued a press release announcing that it had delivered a letter to the Board of Directors of the Issuer expressing its belief the offer by Odyssey Healthcare, Inc., through Odyssey Investment, Inc., a wholly owned subsidiary of Odyssey HealthCare Holding Company (collectively, “Odyssey”) to acquire the Issuer for $8.60 per share (the “Purchase Price”) is wholly inadequate and that the Reporting Persons do not intend to tender their Shares and plan to exercise their appraisal rights in accordance with Section 262 of the Delaware General Corporation Law should the tender offer and subsequent merger between the Issuer and Odyssey be consummated. A copy of the press release, which includes a copy of the letter, is attached hereto as Exhibit 99.2 and incorporated herein by reference.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and engage in discussions with management and the Board of Directors of the Issuer concerning the business, operations and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4.

CUSIP NO. 92839Y109

Item 5.

Interest in Securities of the Issuer.

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 16,885,958 Shares outstanding, which is the total number of Shares outstanding as of January 14, 2008 as reported in the Issuer’s Solicitation/Recommendation Statement on Schedule 14D-9 as filed with the Securities and Exchange Commission on January 30, 2008.

As of the close of business on February 6, 2008, ALS Fund, ALS Fund II and ALS Fund II QP beneficially owned 338,141 Shares, 234,661 Shares and 279,853 Shares, respectively, constituting approximately 2.0%, 1.4% and 1.7% of the Shares outstanding, respectively. As the general partner of each of ALS Fund, ALS Fund II and ALS Fund II QP, Candens Capital may be deemed to beneficially own the 852,655 Shares collectively owned by ALS Fund, ALS Fund II and ALS Fund II QP, constituting approximately 5.1% of the Shares outstanding.

As of the close of business on February 6, 2008, ALS Fund Offshore and ALS Fund II Offshore beneficially owned 338,780 Shares and 481,915 Shares, respectively, constituting approximately 2.0% and 2.9% of the Shares outstanding, respectively. As the investment manager of each of ALS Fund Offshore and ALS Fund II Offshore, Accipiter Management may be deemed to beneficially own the 820,695 Shares collectively owned by ALS Fund Offshore and ALS Fund II Offshore, constituting approximately 4.9% of the Shares outstanding.

As the managing member of each of Accipiter Management and Candens Capital, Mr. Hoffman may be deemed to beneficially own 1,673,350 Shares collectively owned by the Accipiter Entities, constituting approximately 9.9% of the Shares outstanding. Mr. Hoffman has sole voting and dispositive power with respect to the 1,673,350 Shares owned by the Accipiter Entities by virtue of his authority to vote and dispose of such Shares.

(b) By virtue of his positions with Accipiter Management and Candens Capital, Mr. Hoffman has the sole power to vote and dispose of the Shares reported in this Schedule 13D.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments thereto.

Item 7.

Material to be Filed as Exhibits.

	99.1	Joint Filing Agreement by and among Accipiter Life Sciences Fund, LP, Accipiter Life Sciences Fund (Offshore), Ltd., Accipiter Life Sciences Fund II, LP, Accipiter Life Sciences Fund II (Offshore), Ltd., Accipiter Life Sciences Fund II (QP), LP, Accipiter Capital Management, LLC, Candens Capital, LLC and Gabe Hoffman, dated February 7, 2007.

	99.2	Press release dated February 7, 2008.

CUSIP NO. 92839Y109

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 7, 2008	ACCIPITER LIFE SCIENCES FUND, LP

	By:	Candens Capital, LLC its general partner

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	ACCIPITER LIFE SCIENCES FUND II, LP

	By:	Candens Capital, LLC its general partner

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.

	By:	Accipiter Capital Management, LLC its investment manager

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	ACCIPITER LIFE SCIENCES FUND II (OFFSHORE), LTD.

	By:	Accipiter Capital Management, LLC its investment manager

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	ACCIPITER LIFE SCIENCES FUND II (QP), LP

	By:	Candens Capital, LLC its general partner

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

CUSIP NO. 92839Y109

	ACCIPITER CAPITAL MANAGEMENT, LLC

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	CANDENS CAPITAL, LLC

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	/s/ Gabe Hoffman
	GABE HOFFMAN

CUSIP NO. 92839Y109

SCHEDULE A

Directors and Officers of Accipiter Life Sciences Fund (Offshore), Ltd.

Name and Position	Principal Occupation	Principal Business Address

Gabe Hoffman, Director	Managing member of Accipiter Capital Management, LLC, and Candens Capital, LLC	399 Park Avenue 38th Floor New York, New York 10022

Tom Davis, Director	President and CEO of Meridian Fund Services Limited	c/o Meridian Fund Services Limited 73 Front Street Hamilton HM 12 P.O. Box HM 528 Hamilton HMCX Bermuda

Cary Marr, Director	Senior Vice President – Operations, for Meridian Fund Services Limited	c/o Meridian Fund Services Limited 73 Front Street Hamilton HM 12 P.O. Box HM 528 Hamilton HMCX Bermuda

CUSIP NO. 92839Y109

Directors and Officers of Accipiter Life Sciences Fund II (Offshore), Ltd.

Name and Position	Principal Occupation	Principal Business Address

Gabe Hoffman, Director	Managing member of Accipiter Capital Management, LLC, and Candens Capital, LLC	399 Park Avenue 38th Floor New York, New York 10022

Tom Davis, Director	President and CEO of Meridian Fund Services Limited	c/o Meridian Fund Services Limited 73 Front Street Hamilton HM 12 P.O. Box HM 528 Hamilton HMCX Bermuda

Cary Marr, Director	Senior Vice President – Operations, for Meridian Fund Services Limited	c/o Meridian Fund Services Limited 73 Front Street Hamilton HM 12 P.O. Box HM 528 Hamilton HMCX Bermuda

EX-99.1 2 ex991tosc13d06588vis_020608.htm JOINT FILING AGREEMENT ex991tosc13d06588vis_020608.htm

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated February 7, 2008 (including amendments thereto) with respect to the Common Stock of VistaCare, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: February 7, 2008	ACCIPITER LIFE SCIENCES FUND, LP

	By:	Candens Capital, LLC its general partner

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	ACCIPITER LIFE SCIENCES FUND II, LP

	By:	Candens Capital, LLC its general partner

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.

	By:	Accipiter Capital Management, LLC its investment manager

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	ACCIPITER LIFE SCIENCES FUND II (OFFSHORE), LTD.

	By:	Accipiter Capital Management, LLC its investment manager

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	ACCIPITER LIFE SCIENCES FUND II (QP), LP

	By:	Candens Capital, LLC its general partner

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	ACCIPITER CAPITAL MANAGEMENT, LLC

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	CANDENS CAPITAL, LLC

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	/s/ Gabe Hoffman
	GABE HOFFMAN

EX-99.2 3 ex992tosc13d06588vis_020608.htm PRESS RELEASE ex992tosc13d06588vis_020608.htm

Exhibit 99.2

Press Release

Source: Accipiter Capital Management

Accipiter Capital Management Opposes Acquisition of VistaCare, Inc. by Odyssey Healthcare, Inc.

Thursday February 7, 10:00 am ET

NEW YORK, Feb. 7 /PRNewswire/ -- Accipiter Capital Management, the owner, together with its affiliates, of nearly 10% of the outstanding shares of common stock of VistaCare, Inc. (Nasdaq: VSTA - News), announced today that it had delivered a letter to VistaCare's Board of Directors expressing its belief that the offer by Odyssey Healthcare, Inc. (Nasdaq: ODSY - News) to acquire VistaCare for $8.60 per share is wholly inadequate. Accipiter Capital Management and its affiliates do not intend to tender their shares in connection with the acquisition and plan to exercise their appraisal rights to the full extent permissible under law should the tender offer and subsequent merger be consummated.

The text of the letter from Accipiter Capital Management to the Board of Directors of VistaCare follows:

February 6, 2008

BY FACSIMILE AND FEDERAL EXPRESS

The Board of Directors

VistaCare, Inc.

4800 North Scottsdale Road

Suite 5000

Scottsdale, AZ 85251

Ladies and Gentlemen:

Accipiter Capital Management and its affiliates (collectively "Accipiter") currently beneficially own in the aggregate 1,673,350 shares of common stock of VistaCare, Inc. ("VistaCare" or the "Company"), which represents nearly 10% of the Company's total shares outstanding. We believe the offer by Odyssey Healthcare, Inc., through Odyssey Investment, Inc., a wholly owned subsidiary of Odyssey HealthCare Holding Company (collectively, "Odyssey") to acquire VistaCare for $8.60 per share (the "Purchase Price") is wholly inadequate. Therefore, we do not intend to tender our shares and plan to exercise our appraisal rights in accordance with Section 262 of the Delaware General Corporation Law should the tender offer and subsequent merger be consummated.

Although the Purchase Price represents a premium over the recently depressed share price, it represents a 7% discount from VistaCare's stock price when its board of directors announced it was reviewing strategic alternatives in May 2007. As we discuss in more detail below, VistaCare has been successful in its restructuring efforts yet Odyssey's Purchase Price does not reflect this. We note that VistaCare has cash and short term investments of $29.4 million and a Medicare cap liability of $11.6 million for net cash of $17.8 million or $1.10 per share, meaning that Odyssey's offer effectively values VistaCare at $7.50 per share. We believe that VistaCare's enterprise value is well in excess of $7.50 per share. For support, we looked to VistaCare's own statements regarding its progress related to the Company's comprehensive financial and restructuring plan (the "Restructuring") and forecasted EBITDA margins, and combined them with a conservative revenue forecast and peer group valuations.

ACCIPITER BELIEVES THE BOARD OF DIRECTORS IS SELLING VISTACARE FOR A DISCOUNT, NOT A PREMIUM.

We believe Odyssey's Purchase Price would not adequately compensate the stockholders of VistaCare and inappropriately discounts the Company's progress relating to the Restructuring. In its Solicitation/Recommendation statement filed with the Securities and Exchange Commission, VistaCare states that RA Capital, LLC ("RA Capital"), the investment bank hired by the Company to explore strategic alternatives, applied a 21% restructuring risk discount in its analysis based on the Company's progress related to the Restructuring. However, VistaCare's stated objective is 10% EBITDA margins by the end of fiscal year 2008 -- a goal that, based on comments made by management during the Company's fourth quarter conference call held on December 11, 2007, the Company appears on track to accomplishing. On this call, Rick Slager, VistaCare's CEO, lauded the Company's progress, specifically citing the Company's reduced headcount and the realization of $17 million of the $29 million annualized net benefits targeted in the Restructuring. Mr. Slager further noted "the trends continue to be positive" and that the benefits of the Restructuring "will take several quarters to be fully realized."

Given VistaCare's current progress and positive outlook regarding the Restructuring, Accipiter believes the market would continue to recognize these results over the next several quarters and reward the Company's stockholders with a stock price far in excess of the Purchase Price. At the very least, we believe the 21% restructuring discount applied by RA Capital was too high and harmed stockholders.

Based on our own calculations and the Company's progress regarding the Restructuring, we believe that VistaCare should conservatively be valued at $11.50 per share. First, we estimate that VistaCare will achieve calendar year 2009 revenues of $250 million based on the fourth quarter of fiscal year 2007 revenue run-rate of $245 million, less annualized revenues of $10 million due to site closures occurring during and after the fourth quarter. With $235 million in revenue as a base, we assume a 3% revenue growth per year, primarily due to market basket updates and slight ADC growth. Therefore, using VistaCare's own 10% EBITDA margin goal, we believe 2009 EBITDA should approach $25 million. Additionally, we note that VistaCare's competitors, Chemed Corporation and Odyssey, trade at 7.9x and 6.4x projected 2009 EBITDA, respectively. Applying the mid-point of that range, or a 7.2x EBITDA multiple, to our estimate of VistaCare's 2009 EBITDA yields, we calculate the Company's enterprise valuation to be $180 million. Adding the $29 million of cash on VistaCare's balance sheet and subtracting $12 million of Medicare cap liabilities leaves us with an equity valuation of the Company of $197 million. This translates into a per share value of $11.50 for the stand-alone company -- 33% higher than the Purchase Price offered by Odyssey.

Furthermore, the $11.50 per share value excludes any premium that should be paid for the significant potential reduction to corporate overhead and patient care synergies that a combined VistaCare-Odyssey entity could achieve. Independent analysts estimate VistaCare's corporate overhead to be between $35 and 40 million(1) and agree there is significant geographic market overlap between VistaCare's and Odyssey's operations.(2) One Wall Street analyst estimates that the transaction could be more than $0.20 accretive to Odyssey's 2009 earnings per share.(3) Additionally, Odyssey management has stated that the transaction would be accretive to 2009. While we agree with estimates that a combined VistaCare-Odyssey entity could be positive for Odyssey, we believe that such benefits should not come at the expense of VistaCare stockholders, who, we feel, are being shortchanged by the $8.60 per share offer. Odyssey's stock price has increased by more than 6% following the announcement of the merger, compared to a decrease in the S&P 500 Index of almost 4% over the same period, suggesting that the substantial inherent value of VistaCare is being transferred to Odyssey's stockholders at a bargain price.

In fact, we estimate that the benefits of a combined VistaCare-Odyssey entity would be accretive by $0.21 per share to current analysts' estimates of Odyssey's 2009 financial results of $0.76 per share, before any synergies. Again, based on VistaCare's own EBITDA margin goals, we believe that VistaCare will generate $25 million in 2009 EBITDA before any synergies. Factoring in depreciation and amortization expenses of approximately $4 million, we calculate VistaCare's operating profit would be $21 million for 2009. Using a conservative cost of borrowing assumption for Odyssey of 8% we calculate an annual interest expense of $10 million per year for the combined company. With Odyssey's tax rate of 35% and 33 million shares outstanding, acquiring VistaCare could easily be $0.21 per share or nearly 30% accretive analysts' estimates of Odyssey's 2009 results of $0.76 per share before any synergies.

We believe that Odyssey could offer VistaCare's stockholders more than the $11.50 per share in stand-alone value for VistaCare and the transaction could still be significantly accretive to 2009.

We note that much of the negotiation and analysis by RA Capital and Odyssey occurred before the results of VistaCare's Restructuring became clear. Given the progress VistaCare has made, we believe that the estimates used in the analysis and subsequent negotiations were not correct, as a result, quite harmful to stockholders. At this time, we believe that VistaCare stockholders would be better served by the Company remaining a stand-alone entity and continuing to execute on its turnaround plan.

We strongly urge stockholders not to tender these shares to Odyssey.

Sincerely,

Gabe Hoffman Nicole Viglucci

(1) "Opportunities in the near term may come from elimination of corporate cost at VSTA -- which we estimate at $35-40 million." - Citigroup, January 15, 2008.

"We believe VistaCare's corporate overhead is currently running at approximately $38 million per year, which ODSY should be able to significantly reduce over time." -- Oppenheimer, January 17, 2008.

"However, ODSY currently runs its hospice support center G&A at 20% of revenue, which could imply that there is 36 million of VSTA's corporate G&A which could be eliminated." - Lehman Brothers, January 16, 2008.

(2) "In addition, program consolidation (with over 30% market overlap) and divestitures may provide incremental value for ODSY longer term. - Citigroup, January 15, 2008.

"We observe there are a total of 24 hospice locations in which VSTA overlaps with ODSY, potentially offering powerful consolidation synergies from both an operation overhead basis and a Medicare provider number basis." - Deutsche Bank, January 23, 2008.

(3)"While the integration of VSTA may not yield accretion in CY 2008 EPS, we believe it could be meaningfully accretive ($0.20+) to annualized EPS by late 2008 or early 2009." - Deutsche Bank, January 23, 2008.