-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GObvTwRz6Em+8emFkJU/jCOKpsdwEvXPIhFVj5QhgZM72RnEYFqEI+7LuaN9QZpp fEUqo3xm0JlKxSxdPsA08Q== 0001181431-08-014736.txt : 20080229 0001181431-08-014736.hdr.sgml : 20080229 20080229132524 ACCESSION NUMBER: 0001181431-08-014736 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080229 FILED AS OF DATE: 20080229 DATE AS OF CHANGE: 20080229 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLAGER RICHARD R CENTRAL INDEX KEY: 0001020903 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50118 FILM NUMBER: 08654209 BUSINESS ADDRESS: STREET 1: 4800 NORTH SCOTTSDALE RD STREET 2: STE 5000 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: 480-648-8749 MAIL ADDRESS: STREET 1: C/O VISTACARE, INC. STREET 2: 4800 N. SCOTTSDALE RD., SUITE 5000 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 4 1 rrd157383.xml SLAGER - CHANGE OF CONTROL 2008 X0202 4 2008-02-29 0 0000787030 VISTACARE, INC. VSTA 0001020903 SLAGER RICHARD R C/O VISTACARE, INC. 4800 N. SCOTTSDALE RD., SUITE 5000 SCOTTSDALE AZ 85251 1 1 0 0 Chairman, President & CEO Class A Common Stock 78850 D Class A Common Stock 2008-02-29 2008-02-29 4 U 0 31350 8.60 D 47500 D Employee Stock Option (right to buy) 3.75 2002-06-07 2011-06-07 Class A Common Stock 480000 330668 D Employee Stock Option (right to buy) 12.50 2003-01-30 2012-11-11 Class A Common Stock 320000 272000 D Total includes shares acquired through Issuer's ESSP as follows: 448.28 shares acquired on 12/31/06, and 468.64 shares acquired on 6/30/07, and 642 shares acquired on 12/31/07. The total shares acquired through the Issuer's ESSP for this time period is 1,558.92 or 1,559 shares. Includes reduction of beneficial ownership by 25,974 shares pursuant to a Divorce Decree Settlement Agreement dated August 30, 2007. For tender of shares: Pursuant to the terms of an Agreement and Plan of Merger, dated as of January 15, 2008 (the "Merger Agreement"), by and among Odyssey HealthCare Holding Company ("Parent"), a Delaware corporation, OHC Investment, Inc. ("Purchaser"), a Delaware corporation and wholly-owned subsidiary of Parent, and the Issuer, Purchaser, on January 30, 2008, commenced a cash tender offer to purchase all of the Issuer's outstanding shares of class A common stock, par value $0.01 per share (the "Shares") at a price of $8.60 per Share (the "Offer Price"). Concurrently with the execution of the Merger Agreement, and as a condition of Parent's and Purchaser's willingness to enter into the Merger Agreement, the Reporting Person entered into a stockholder agreement with Parent and Purchaser, whereby, among other things, the Reporting Person agreed to tender all shares in the Issuer beneficially owned by the Reporting Person within thr ee business days after the commencement of the tend Stephen Lewis, Attorney-in-Fact 2008-02-29 -----END PRIVACY-ENHANCED MESSAGE-----