UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(RULE 13E-100)
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 1)
RADIATION THERAPY SERVICES, INC.
(Name of the Issuer)
RADIATION THERAPY SERVICES, INC.
RADIATION THERAPY SERVICES HOLDINGS, INC.
RTS MERGERCO, INC.
RADIATION THERAPY INVESTMENTS, LLC
VESTAR CAPITAL PARTNERS V, L.P.
VESTAR ASSOCIATES V, L.P.
VESTAR MANAGERS V LTD.
HOWARD M. SHERIDAN
DANIEL E. DOSORETZ
JAMES H. RUBENSTEIN
MICHAEL J. KATIN
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
750323206
(CUSIP Number of Class of Securities)
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Daniel E. Dosoretz
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James L. Elrod, Jr.
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Chief Executive Officer
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Radiation Therapy Investments, LLC.
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Radiation Therapy Services, Inc.
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c/o Vestar Capital Partners V, L.P.
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2234 Colonial Boulevard
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245 Park Avenue,
41
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Floor
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Ft. Myers, Florida 33907
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New York, New York 101167
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(239) 931-7275
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(212) 351-1600
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(Name, Address, and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
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Robert J. Grammig, Esq.
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Michael Movsovich, Esq.
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Darrell C. Smith, Esq.
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Holland & Knight, LLP
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Kirkland & Ellis, LLP
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Shumaker, Loop & Kendrick, LLP
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100 North Tampa Street
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153 East
53
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Street
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101 E. Kennedy Boulevard
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Suite 4100
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New York, New York 10022
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Suite 2800
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Tampa Florida 33602-3644
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(212) 446-4800
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Tampa, Florida 33602
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(813) 227-8500
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(813) 229-7600
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This statement is filed in connection with (check the appropriate box):
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a.
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þ
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The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
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b.
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o
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The filing of a registration statement under the Securities Act of 1934.
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c.
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A tender offer.
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d
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies:
þ
Check the following box if the filing is a final amendment reporting the results of the
transaction:
o
CALCULATION OF FILING FEE
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Transaction valuation*
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Amount of filing fee
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$799,436,548
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$24,543
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*
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For purposes of calculating the
amount of the filing fee only.
The
filing fee was determined by adding
(x) the product of (I) 23,725,688
the number of shares of common stock
(including restricted stock
obligations) that are proposed to be
acquired in the merger and (II) the
merger consideration of $32.50 in
cash per share of common stock, plus
(y) $28,351,688 expected to be paid
to holders of options to purchase
common stock with an exercise price
of less than $32.50 per share in
exchange for cancellation of such
options, ((x) and (y) together, the
Total Consideration). The payment
of the filing fee, calculated in
accordance with Exchange Act Rule
0-11(c)(1), was calculated by
multiplying the Total Consideration
by .00003070.
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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: $24,543
Form or Registration No.: Schedule 14APreliminary Proxy Statement
Filing Persons: Radiation Therapy Services, Inc.
Date Filed: November 21, 2007
TABLE OF CONTENTS
Introduction
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this Transaction Statement) is
being filed with the Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of
the Securities Exchange Act of 1934, as amended (the Exchange Act), by (1) Radiation Therapy
Services, Inc., a Florida corporation (RTS or the Company), the issuer of the common stock that
is subject to the Rule 13e-3 transaction, (2) Radiation Therapy Services Holdings, Inc.
(Parent), a Delaware corporation, (3) RTS MergerCo, Inc. (Merger Sub), a Florida corporation,
(4) Radiation Therapy Investments, LLC (Holdings), a Delaware limited liability company wholly
owned by Vestar Capital Partners V, L.P., (5) Vestar Capital Partners V, L.P. (Vestar), a Cayman
Islands exempted limited partnership, (6) Vestar Associates V, L.P. (Associates), a Scottish
limited partnership, (7) Vestar Managers V Ltd., a Cayman Islands exempted company (Managers),
(8) Howard M. Sheridan, Chairman of the Board of Directors of RTS, (9) Daniel E. Dosoretz,
President, Chief Executive Officer and Director of RTS, (10) James H. Rubenstein, Medical Director,
Secretary and Director of RTS and (11) Michael J. Katin, a Director of RTS (each a Filing Person and collectively the Filing
Persons).
On October 19, 2007, RTS, Parent, Merger Sub and Holdings entered into an Agreement and Plan
of Merger (the Merger Agreement) pursuant to which Merger Sub will be merged with and into RTS
with RTS continuing as the surviving corporation and a wholly owned subsidiary of Parent (the
Merger).
Concurrently with the filing of this Schedule 13E-3, RTS is filing with the Securities and
Exchange Commission a revised preliminary proxy statement (the Proxy Statement) under Regulation 14A of
the Exchange Act, relating to a special meeting of the shareholders of the Company at which the
shareholders of the Company will consider and vote upon a proposal to approve the Merger Agreement.
The approval of the Merger Agreement requires the affirmative vote of the holders of a majority of
the outstanding shares of the Companys common stock as of the close of business on the record date
and entitled to vote at the special meeting.
The cross-references below are being supplied pursuant to General Instruction G to Schedule
13E-3 and show the location in the Proxy Statement of the information required to be included in
response to the items of Schedule 13E-3. The information contained in the Proxy Statement,
including all annexes thereto, is incorporated in its entirety herein by this reference, and the
responses to each item in this Schedule 13E-3 are qualified in their entirety by the information
contained in the Proxy Statement. As of the date hereof, the Proxy Statement is in preliminary form
and is subject to completion or amendment. Capitalized terms used but not defined in this Schedule
13E-3 shall have the meanings given to them in the Proxy Statement.
All information contained in this Schedule 13E-3 concerning any of the Filing Persons has been
provided by such Filing Persons and no other Filing Persons, including the Company, takes
responsibility for the accuracy of any information not supplied by such Filing Persons.
The filing of this Schedule 13E-3 shall not be construed as an admission by any Filing Persons
or by any affiliate of a Filing Persons, that the Company is controlled by any other Filing
Persons, or that any other Filing Persons is an affiliate of the Company within the meaning of
Rule 13e-3 under Section 13(e) of the Exchange Act.
Item 1.
Summary Term Sheet
Regulation M-A Item 1001
The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
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Item 2.
Subject Company Information
Regulation M-A Item 1002
(a) The information set forth in the Proxy Statement under the caption THE PARTIES TO THE
MERGER AGREEMENT is incorporated herein by reference.
(b)-(d) The information set forth in the Proxy Statement under the caption MARKET PRICE OF
OUR COMMON STOCK is incorporated herein by reference.
(f) The information set forth in the Proxy Statement under the caption SPECIAL
FACTORSRelated Party Transactions is incorporated herein by reference.
Item 3.
Identity and Background of Filing Person
Regulation M-A Item 1003
(a)-(c) RTS is both a Filing Person and the Subject Company. The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETThe Parties to the Merger Agreement
IDENTITY AND BACKGROUND OF FILING PERSONS
ANNEX DInformation Relating to Parent, Merger Sub, Holdings and Vestar Capital
Item 4.
Terms of the Transaction
Regulation M-A Item 1004
(a)(1) Not applicable.
(a)(2) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
THE SPECIAL MEETINGRequired Vote
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSFairness of the Merger; Recommendations of the Special Committee and Our
Board of Directors
SPECIAL FACTORSPurposes and Reasons of the Rollover Investors
SPECIAL FACTORSCertain Effects of the Merger
SPECIAL FACTORSMaterial United States Federal Income Tax Consequences of the Merger
SPECIAL FACTORSAccounting Treatment of the Merger
(c) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
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SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORSCertain Effects of the Merger
SPECIAL FACTORSInterests of Our Directors and Executive Officers in the Merger
(d) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SPECIAL FACTORSAppraisal Rights
APPRAISAL RIGHTS
ANNEX CSections 607.1301-607.1333 of the Florida Business General Corporation Act
(e) The information set forth in the Proxy Statement under the caption PROVISIONS FOR
UNAFFILIATED SHAREHOLDERS is incorporated herein by reference. There have been no other provisions
in connection with this transaction to grant unaffiliated security holders access to the corporate
files of the Filing Persons or to obtain counsel or appraisal services at the expense of the Filing
Persons.
(f) Not applicable.
Item 5.
Past Contacts, Transactions, Negotiations and Agreements
Regulation M-A Item 1005
(a) The information set forth in the Proxy Statement under the caption SPECIAL
FACTORSRelated Party Transactions is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSInterests of Our Directors and Executive Officers in the Merger
SPECIAL FACTORSRelated Party Transactions
THE MERGER AGREEMENT
ANNEX AAgreement and Plan of Merger by and among RTS, Parent, Merger Sub and Holdings (for
purposes of Section 7.2 only)
(c) The information set forth in the Proxy Statement under the caption SPECIAL
FACTORSBackground of the Merger is incorporated herein by reference.
(e) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
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SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORSInterests of Our Directors and Executive Officers in the Merger
SPECIAL FACTORSRelated Party Transactions
SPECIAL FACTORSCertain Effects of the Merger
SPECIAL FACTORSFinancing
THE MERGER AGREEMENT
Item 6.
Purposes of the Transaction and Plans or Proposals
Regulation M-A Item 1006
(b) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORSCertain Effects of the Merger
SPECIAL FACTORSInterests of Our Directors and Executive Officers in the Merger
THE MERGER AGREEMENTTreatment of Stock, Stock Options and Other Stock-Based Awards
THE MERGER AGREEMENTExchange and Payment Procedures
ANNEX AAgreement and Plan of Merger by and among RTS, Parent, Merger Sub and Holdings (for
purposes of Section 7.2 only)
(c)(1)-(8) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSCertain Effects of the Merger
SPECIAL FACTORSPlans for RTS After the Merger
SPECIAL FACTORSFinancing
SPECIAL FACTORSInterests of Our Directors and Executive Officers in the Merger
THE MERGER AGREEMENT
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ANNEX AAgreement and Plan of Merger by and among RTS, Parent, Merger Sub and Holdings (for
purposes of Section 7.2 only)
Item 7.
Purposes, Alternatives, Reasons and Effects
Regulation M-A Item 1013
(a)-(c) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSPurposes and Reasons of the Rollover Investors
SPECIAL FACTORSPurposes and Reasons of Holdings, Parent, Merger Sub and Vestar Capital
SPECIAL FACTORSFairness of the Merger; Recommendations of the Special Committee and Our
Board of Directors
SPECIAL FACTORSPosition of the Rollover Investors Regarding the Fairness of the Merger
SPECIAL FACTORSConduct of RTSs Business if the Merger is Not Completed
SPECIAL FACTORSPlans for RTS After the Merger
(d) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSFairness of the Merger; Recommendations of the Special Committee and Our
Board of Directors
SPECIAL FACTORSCertain Effects of the Merger
SPECIAL FACTORSPlans for RTS After the Merger
SPECIAL FACTORSInterests of Our Directors and Executive Officers in the Merger
SPECIAL FACTORSMaterial United States Federal Income Tax Consequences of the Merger
SPECIAL FACTORSFees and Expenses
THE MERGER AGREEMENT
APPRAISAL RIGHTS
ANNEX AAgreement and Plan of Merger by and among RTS, Parent, Merger Sub and Holdings (for
purposes of Section 7.2 only)
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ANNEX CSections 607.1301-607.1333 of the Florida Business Corporation Act
Item 8.
Fairness of the Transaction
Regulation M-A Item 1014
(a)-(b) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORSFairness of the Merger; Recommendations of the Special Committee and Our
Board of Directors
SPECIAL FACTORSPurposes and Reasons of the Rollover Investors
SPECIAL FACTORSPosition of the Rollover Investors Regarding the Fairness of the Merger
(c) The transaction does not require the approval of at least a majority of unaffiliated
security holders. The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
THE SPECIAL MEETINGRequired Vote
THE MERGER AGREEMENTConditions to the Merger
(d) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSFairness of the Merger; Recommendations of the Special Committee and Our
Board of Directors
(e) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSFairness of the Merger; Recommendations of the Special Committee and Our
Board of Directors
(f) None.
Item 9.
Reports, Opinions, Appraisals and Negotiations
Regulation M-A Item 1015
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(a)-(c) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSOpinion of Morgan Joseph & Co. Inc.
ANNEX BOpinion of Morgan Joseph & Co. Inc.
The reports, opinions or appraisals referenced in this Item 9 will be made available for
inspection and copying at the principal executive offices of RTS during its regular business hours
by any interested holder of RTS common stock or representative who has been so designated in
writing.
Item 10.
Source and Amounts of Funds or Other Consideration
Regulation M-A Item 1007
(a)-(b) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSFinancing
THE MERGER AGREEMENTFinancing Commitments; Cooperation of RTS
(c) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SPECIAL FACTORSConduct of our Business if the Merger is Not Completed
SPECIAL FACTORSFees and Expenses
THE MERGER AGREEMENTTermination
THE MERGER AGREEMENTTermination Fees and Expenses
(d) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSFinancing
Item 11.
Interest in Securities of the Subject Company
Regulation M-A Item 1008
(a) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SPECIAL FACTORSInterests of Our Directors and Executive Officers in the Merger
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(b) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
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SPECIAL FACTORSInterests of Our Directors and Executive Officers in the Merger
SPECIAL FACTORSRelated Party Transactions
THE MERGER AGREEMENT
ANNEX AAgreement and Plan of Merger by and among RTS Parent, Merger Sub and Holdings (for
purposes of Section 7.2 only)
Item 12.
The Solicitation or Recommendation
Regulation M-A Item 1012
(d) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
THE SPECIAL MEETINGRequired Vote
SPECIAL FACTORSCertain Effects of the Merger
SPECIAL FACTORSFairness of the Merger; Recommendations of the Special Committee and Our
Board of Directors
SPECIAL FACTORSInterests of Our Directors and Executive Officers in the Merger
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(e) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSFairness of the Merger; Recommendations of the Special Committee and Our
Board of Directors
SPECIAL FACTORSPurposes and Reasons of the Rollover Investors
SPECIAL FACTORSPosition of the Rollover Investors Regarding the Fairness of the Merger
Item 13.
Financial Statements
Regulation M-A Item 1010
(a) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY FINANCIAL INFORMATION
WHERE YOU CAN FIND MORE INFORMATION
(b) Not applicable.
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Item 14.
Persons/Assets, Retained, Employed, Compensated or Used
Regulation M-A Item 1009
(a) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
THE SPECIAL MEETINGSolicitation of Proxies
SPECIAL FACTORSFees and Expenses
(b) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
SPECIAL FACTORSCertain Effects of the Merger
SPECIAL FACTORSInterests of Our Directors and Executive Officers in the Merger
THE SPECIAL MEETINGSolicitation of Proxies
Item 15.
Additional Information
Regulation M-A Item 1011
(b) The information contained in the Proxy Statement, including all annexes thereto, is
incorporated herein by reference.
Item 16.
Exhibits
Regulation M-A Item 1016
(a)(1) Preliminary Proxy Statement filed with the Securities and Exchange Commission on
December 21, 2007.
(a)(2) Form of Proxy Card, filed with the Securities and Exchange Commission along with
the Proxy Statement.
(b)(1) Commitment Letter, dated as of October 19, 2007, by and among Wachovia Bank, National
Association, Wachovia Investment Holdings, LLC, Wachovia Capital Markets, LLC and Radiation Therapy
Services Holdings, Inc.*
(b)(2) Equity Commitment Letter, dated as of October 19, 2007, by and between Vestar Capital
Partners V, L.P. and Radiation Therapy Services Holdings, Inc.*
(c)(1) Opinion of Morgan Joseph & Co. Inc., attached as Annex B to the Proxy Statement.
(c)(2) Financial analysis presentation materials, dated October 18, 2007, prepared by
Morgan Joseph & Co. Inc., for the Special Committee of the Board of Directors of Radiation Therapy
Services, Inc.**
(c)(3)
Presentation materials, dated September 19, 2007, prepared by
Morgan Joseph & Co. Inc., for the Special Committee of the Board of Directors of Radiation Therapy
Services, Inc.
(c)(4)
Presentation materials, dated July 24, 2007, prepared by
Morgan Joseph & Co. Inc., for the Special Committee of the Board of Directors of Radiation Therapy
Services, Inc.
(c)(5)
Presentation materials, dated July 13, 2007, prepared by
Morgan Joseph & Co. Inc., for the Special Committee of the Board of Directors of Radiation Therapy
Services, Inc.
(c)(6)
Presentation materials, dated April 26, 2007, prepared by
Wachovia Capital Markets, LLC for the Board of Directors of Radiation Therapy
Services, Inc.
(c)(7)
Presentation materials, dated June 21, 2007, prepared by
Wachovia Capital Markets, LLC for the Board of Directors of Radiation Therapy
Services, Inc.
(c)(8)
Presentation materials, dated October 5, 2007, prepared by
Wachovia Capital Markets, LLC for the Board of Directors of Radiation Therapy
Services, Inc.
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(d)(1) Agreement and Plan of Merger, dated as of October 19, 2007, by and among Radiation
Therapy Services, Inc., Radiation Therapy Services Holdings, Inc. and RTS MergerCo, Inc. and
Radiation Therapy Investments, LLC (for purposes of Section 7.2 only) attached as Annex A to the
Proxy Statement.*
(d)(2) Form of Amended and Restated Limited Liability Company Agreement of Radiation Therapy
Investments, LLC.*
(d)(3) Form of Securityholders Agreement by and among Radiation Therapy Investments, LLC and
the securityholders party thereto.*
(d)(4) Form of Radiation Therapy Investments, LLC 2008 Unit Award Plan.*
(d)(5)
Form of Management Agreement by and among Radiation Therapy Services
Inc., Radiation Therapy Services Holdings, Inc., Radiation Therapy
Investments, LLC and Vestor Capital Partners.***
(d)(6) Support and Voting Agreement, dated as of October 19, 2007, by and among Radiation
Therapy Investments, LLC, Radiation Therapy Services Holdings, Inc. and Daniel E. Dosoretz,
including forms of Rollover Subscription Agreement, Employment Agreements and Incentive Unit
Subscription Agreement attached as exhibits thereto.*
(d)(7) Support and Voting Agreement, dated as of October 19, 2007, by and among Radiation
Therapy Investments, LLC, Radiation Therapy Services Holdings, Inc. and Howard M. Sheridan,
including forms of Rollover Subscription Agreement, Employment Agreement and Incentive Unit
Subscription Agreement attached as exhibits thereto. *
(d)(8) Support and Voting Agreement, dated as of October 19, 2007, by and among Radiation
Therapy Investments, LLC, Radiation Therapy Services Holdings, Inc. and James H. Rubenstein,
including forms of Rollover Subscription Agreement, Employment Agreements and Incentive Unit
Subscription Agreement attached as exhibits thereto. *
(d)(9) Support and Voting Agreement, dated as of October 19, 2007, by and among Radiation
Therapy Investments, LLC, Radiation Therapy Services Holdings, Inc. and Michael J. Katin, including
forms of Rollover Subscription Agreement, Employment Agreement and Incentive Unit Subscription
Agreement attached as exhibits thereto. *
(f) Sections 607.1301-607.1333
of the Florida Business Corporation Act, attached as Annex C to the Proxy Statement.
(g) None.
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*
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Incorporated by reference to the statement on Schedule 13D dated October 19, 2007 and filed by
the filing persons with the Securities and Exchange Commission on October 29, 2007.
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**
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Filed as an Exhibit to the Schedule 13E-3 filed with the
Securities and Exchange Commission on November 23, 2007.
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***
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Incorporated by reference to Amendment No. 1 to the
statement on Schedule 13D dated October 19, 2007 and filed by the
filing persons with the Securities and Exchange Commission on
December 21, 2007.
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SIGNATURE
After due inquiry and to the
best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
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Dated: December 21, 2007
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RADIATION THERAPY SERVICES,
INC.
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By:
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/s/ Daniel E. Dosoretz
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Name:
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Daniel E. Dosoretz
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Title:
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Chief Executive Officer
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
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Dated: December 21, 2007
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RADIATION THERAPY SERVICES
HOLDINGS, INC.
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By:
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/s/Erin L. Russell
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Name:
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Erin L. Russell
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Title:
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Vice President
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
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Dated: December 21, 2007
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RTS MERGERCO, INC.
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By:
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/s/Erin L. Russell
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Name:
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Erin L. Russell
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Title:
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Vice President
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
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Dated: December 21, 2007
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RADIATION THERAPY INVESTMENTS,
LLC
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By:
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/s/Erin L. Russell
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Name:
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Erin L. Russell
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Title:
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Vice President
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
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Dated: December 21, 2007
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VESTAR CAPITAL PARTNERS V, L.P.
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By:
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Vestar Associates V, L.P.
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its General Partner
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By:
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Vestar Managers V Ltd.,
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its General Partner
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By:
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/s/James L. Elrod, Jr.
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Name:
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James L. Elrod, Jr.
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Title:
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Managing Director
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
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Dated: December 21, 2007
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VESTAR ASSOCIATES V, L.P.
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By:
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Vestar Managers V Ltd.,
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its General Partner
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By:
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/s/James L. Elrod, Jr.
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Name:
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James L. Elrod, Jr.
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Title:
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Managing Director
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
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Dated: December 21, 2007
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VESTAR MANAGERS V, LTD.
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By:
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/s/James L. Elrod, Jr.
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Name:
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James L. Elrod, Jr.
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Title:
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Managing Director
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
Dated:
December 21, 2007
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/s/ Daniel E. Dosoretz
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Daniel E. Dosoretz
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
Dated: December 21, 2007
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/s/James H. Rubenstein
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James H. Rubenstein
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
Dated: December 21, 2007
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/s/Howard M. Sheridan
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Howard M. Sheridan
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SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the information
in this statement is true, complete and correct.
Dated: December 21, 2007
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/s/ Michael J. Katin
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Michael J. Katin
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EXHIBIT INDEX
(a)(1) Preliminary Proxy Statement filed with the Securities and Exchange Commission on
December 21, 2007.
(a)(2) Form of Proxy Card, filed with the Securities and Exchange Commission along with
the Proxy Statement.
(b)(1) Commitment Letter, dated as of October 19, 2007, by and among Wachovia Bank, National
Association, Wachovia Investment Holdings, LLC, Wachovia Capital Markets, LLC and Radiation Therapy
Services Holdings, Inc.*
(b)(2) Equity Commitment Letter, dated as of October 19, 2007, by and between Vestar Capital
Partners V, L.P. and Radiation Therapy Services Holdings, Inc.*
(c)(1) Opinion of Morgan Joseph & Co. Inc., attached as Annex B to the Proxy Statement.
(c)(2) Financial analysis presentation materials, dated October 18, 2007, prepared by
Morgan Joseph & Co. Inc., for the Special Committee of the Board of Directors of Radiation Therapy
Services, Inc.**
(c)(3)
Presentation materials, dated September 19, 2007, prepared by
Morgan Joseph & Co. Inc., for the Special Committee of the Board of Directors of Radiation Therapy
Services, Inc.
(c)(4)
Presentation materials, dated July 24, 2007, prepared by
Morgan Joseph & Co. Inc., for the Special Committee of the Board of Directors of Radiation Therapy
Services, Inc.
(c)(5)
Presentation materials, dated July 13, 2007, prepared by
Morgan Joseph & Co. Inc., for the Special Committee of the Board of Directors of Radiation Therapy
Services, Inc.
(c)(6)
Presentation materials, dated April 26, 2007, prepared by
Wachovia Capital Markets, LLC for the Board of Directors of Radiation Therapy
Services, Inc.
(c)(7)
Presentation materials, dated June 21, 2007, prepared by
Wachovia Capital Markets, LLC for the Board of Directors of Radiation Therapy
Services, Inc.
(c)(8)
Presentation materials, dated October 5, 2007, prepared by
Wachovia Capital Markets, LLC for the Board of Directors of Radiation Therapy
Services, Inc.
(d)(1) Agreement and Plan of Merger, dated as of October 19, 2007, by and among Radiation
Therapy Services, Inc., Radiation Therapy Services Holdings, Inc. and RTS MergerCo, Inc. and
Radiation Therapy Investments, LLC (for purposes of Section 7.2 only) attached as Annex A to the
Proxy Statement.*
(d)(2) Form of Amended and Restated Limited Liability Company Agreement of Radiation Therapy
Investments, LLC.*
(d)(3) Form of Securityholders Agreement by and among Radiation Therapy Investments, LLC and
the securityholders party thereto.*
(d)(4) Form of Radiation Therapy Investments, LLC 2008 Unit Award Plan.*
(d)(5)
Form of Management Agreement by and among Radiation Therapy Services
Inc., Radiation Therapy Services Holdings, Inc., Radiation Therapy
Investments, LLC and Vestor Capital Partners.***
(d)(6) Support and Voting Agreement, dated as of October 19, 2007, by and among Radiation
Therapy Investments, LLC, Radiation Therapy Services Holdings, Inc. and Daniel E. Dosoretz,
including forms of Rollover Subscription Agreement, Employment Agreements and Incentive Unit
Subscription Agreement attached as exhibits thereto.*
(d)(7) Support and Voting Agreement, dated as of October 19, 2007, by and among Radiation
Therapy Investments, LLC, Radiation Therapy Services Holdings, Inc. and Howard M. Sheridan,
including forms of Rollover Subscription Agreement, Employment Agreement and Incentive Unit
Subscription Agreement attached as exhibits thereto. *
(d)(8) Support and Voting Agreement, dated as of October 19, 2007, by and among Radiation
Therapy Investments, LLC, Radiation Therapy Services Holdings, Inc. and James H. Rubenstein,
including forms of Rollover Subscription Agreement, Employment Agreements and Incentive Unit
Subscription Agreement attached as exhibits thereto. *
(d)(9) Support and Voting Agreement, dated as of October 19, 2007, by and among Radiation
Therapy Investments, LLC, Radiation Therapy Services Holdings, Inc. and Michael J. Katin, including
forms of Rollover Subscription Agreement, Employment Agreement and Incentive Unit Subscription
Agreement attached as exhibits thereto. *
(f) Sections 607.1301-607.1333
of the Florida Business Corporation Act, attached as Annex C to the Proxy Statement.
(g) None.
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*
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Incorporated by reference to the statement on Schedule 13D dated October 19, 2007 and filed by
the filing persons with the Securities and Exchange Commission on October 29, 2007.
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**
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Filed as an Exhibit to the Schedule 13E-3 filed with the
Securities and Exchange Commission on November 23, 2007.
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***
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Incorporated by reference to Amendment No. 1 to the
statement on Schedule 13D dated October 19, 2007 and filed by the
filing persons with the Securities and Exchange Commission on
December 21, 2007.
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