SC TO-I/A 1 gentivascto1a052902.txt AMENDMENT NO. 1 ================================================================================ 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 (Amendment No. 1) GENTIVA HEALTH SERVICES, INC. -------------------------------------------------------------------------------- (Name of Subject Company (Issuer)) GENTIVA HEALTH SERVICES, INC. -------------------------------------------------------------------------------- (Name of Filing Person (Issuer and offeror)) ----------------- OPTIONS TO PURCHASE GENTIVA HEALTH SERVICES, INC. COMMON STOCK, PAR VALUE $.10 PER SHARE (Title of Class of Securities) ----------------- 37247A102 (CUSIP Number of Class of Securities) (Underlying Common Stock) Patricia C. Ma, Esq. Copy to: GENTIVA HEALTH SERVICES, INC. Helene R. Banks, Esq. 3 Huntington Quadrangle, 2S CAHILL GORDON & REINDEL Melville, New York 11747-8943 80 Pine Street (631) 501-7000 New York, New York 10005-1702 (212) 701-3000 (Name, address and telephone number of persons authorized to receive notices and communications on behalf of filing persons) ----------------- CALCULATION OF FILING FEE ================================================================================ Transaction Valuation* Amount of Filing Fee -------------------------------------------------------------------------------- $25,000,000 $2,300 ================================================================================ * The transaction value shown is solely for the purpose of calculating the filing fee. This amount is the maximum aggregate transaction value to be paid by Gentiva Health Services, Inc. ("Gentiva") in connection with the tender offer described herein. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $92 per each U.S. $1.0 million of the value of the transaction. /X/ Check the 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: $2,300 Filing Party: Gentiva Health Services, Inc. Form or Registration No.: Schedule TO (File No. 5-58715) Date Filed: May 16, 2002 ================================================================================ / / 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. 1 to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the United States Securities and Exchange Commission relating to the offer to purchase all Gentiva Health Services, Inc. outstanding options to purchase shares of Gentiva common stock, par value $.10 per share, for an amount in cash, upon the terms and subject to the conditions set forth in the offer to purchase, as amended hereby, and related letter of transmittal which collectively constitute the "Offer" as the same may be amended or supplemented from time to time. ITEM 4. Terms of the Transaction. (a)(1)(vii): The information set forth in "Summary Term Sheet", "Procedure for Tendering Options" and "Withdrawal Rights" of the Offer to Purchase, as amended and supplemented by the Supplement attached hereto as Exhibit (a)(5) (the "Supplement"), is hereby incorporated by reference. (a)(1)(viii): The information set forth in "Summary Term Sheet", "Procedure for Tendering Options", "Acceptance for Purchase of Options and Payment of Cash Amount" and "Conditions of the Offer " of the Offer to Purchase, as amended and supplemented by the Supplement, is hereby incorporated by reference. ITEM 12. Exhibits. (a)(1) Offer to Purchase, dated May 15, 2002.* (a)(2) Form of Letter of Transmittal.* (a)(3) Form of Letter to Option Holders.* (a)(4) Definitive Proxy Statement on Schedule 14A of Gentiva filed on May 10, 2002.* (a)(5) Offer to Purchase Supplement, dated May 29, 2002. * Previously filed with the Securities and Exchange Commission electronically on EDGAR and incorporated by reference herein. 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: May 29, 2002 GENTIVA HEALTH SERVICES, INC. By: /s/ Patricia C. Ma ------------------------------------- Name: Patricia C. Ma Title: SVP & General Counsel -2-