- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
28 7월 2010 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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ODYSSEY HEALTHCARE, INC.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount previously paid:
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Form, Schedule or Registration statement no.:
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Filing Party:
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Date Filed:
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On July 27, 2010, the following email was sent to employees of Odyssey HealthCare, Inc.
by Brenda Belger, Senior Vice President, Human Resources:
Dear Support Center Team:
Late last week, members of our leadership team joined together with Gentiva to launch the next
phase of our integration efforts. During a two-hour hour kickoff meeting, held within our Dallas
Headquarters, Rexanne Domico (VP- Consulting and Mergers & Acquisitions), the co-leader of the
Integration Management Office (IMO), provided a great overview of Gentiva, and a thorough
introduction to Gentivas approach to the integration project. We have included a number of slides
about Gentiva from Rexannes presentation.
This meeting was also an opportunity to introduce our team leaders, who will participate directly
in the IMO, to Rexanne, and to discuss the overall integration approach and the role of the IMO.
Odyssey team leaders asked to support the IMO include:
Annette DiStasi Reimbursement
Brenda Belger Human Resources
Beverly Scoggins Human Resources & Benefits
Brian Poff Finance & Accounting
Carol Allred Finance & Accounting
Craig Goguen Hospice Operations
Erik Kraemer M&A
Frank Anastasio Sales & Marketing
Greg Flynn Finance & Accounting
John Sheeks Reimbursement
Julie Cadenhead Payroll & Health & Safety
Kristen Ortega Legal
Lisa Razmjookhah Pharmacy Services
Mike Boggs Sales & Marketing
Paul Akin IT
Sally Parnell Clinical & Regulatory Affairs
Sandra Banfield Compliance
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Zeke Zoccoli IT
Over the next few weeks, these IMO team members will be hosting their counterparts from Gentiva.
These discussions will focus only on gathering information to help plan the integration process
that will begin post close.
Please remember there are many restrictions in a pre-close environment. Our team members will begin
the process of helping our Gentiva counterparts understand Odysseys processes and systems, and
some of you may be asked to support this effort.
There is a great deal yet to be decided, and a great deal that is simply not yet known. Lets all
respect and appreciate the extra effort this project will require of our team. If you have any
questions, please contact me.
Additional Information
Odyssey filed a definitive proxy statement with the Securities and Exchange Commission (the SEC)
on July 9, 2010 and intends to file other relevant materials in connection with the acquisition in
due course. The definitive proxy statement has be sent or given to the stockholders of Odyssey.
Before making any voting or investment decision with respect to the acquisition, investors and
stockholders of Odyssey are urged to read the proxy statement and the other relevant materials when
they become available because they will contain important information about the acquisition. The
proxy statement and other relevant materials (when they become available), and any other documents
filed by Odyssey with the SEC, may be obtained free of charge from Odyssey by directing a request
to Odysseys Investor Relations Department at toll free phone number 888-922-9711, email address
InvestorRelations@odsyhealth.com or through the Company Web site www.odsyhealth.com under Investor
Relations InfoRequest.
Participants in the Solicitation
Odyssey and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from Odyssey stockholders in connection with the merger. Information about
Odysseys directors and executive officers is set forth in Odysseys proxy statement on Schedule
14A filed with the SEC on April 5, 2010 and Odysseys Annual Report on Form 10-K filed on March 10,
2010. Additional information regarding the interests of participants in the solicitation of proxies
in connection with the merger will be included in the proxy statement that Odyssey intends to file
with the SEC.
Forward-looking Statements
Certain statements contained in this press release are forward-looking statements within the
meaning of the federal securities laws. Such forward-looking statements are based on managements
current expectations and are subject to known and unknown risks, uncertainties and assumptions
which may cause the forward-looking events and circumstances discussed in this press release to
differ materially from those anticipated or implied by the forward-looking statements. Additional
risks, uncertainties and assumptions include, but are not limited to, general market conditions;
adverse changes in reimbursement levels under Medicare and Medicaid programs; government and
private party legal proceedings and investigations; adverse changes in the Medicare payment cap
limits and increases in the Companys estimated Medicare cap contractual adjustment; declines in
patient census growth; increases in inflation including inflationary increases in patient care
costs; the Companys ability to effectively implement the Companys 2010 operations and development
strategies; the Companys dependence on patient referral sources and potential adverse changes in
patient referral practices of those referral sources; the Companys ability to successfully
integrate and operate acquired hospice programs; the ability to attract and retain healthcare
professionals; increases in the Companys bad debt expense due to various factors including an
increase in the volume of pre-payment reviews by the Companys Medicare fiscal intermediaries;
adverse changes in the state and federal licensure and certification laws and regulations; adverse
results of regulatory surveys; delays in licensure and/or certification; cost of complying with the
terms and conditions of the Companys corporate integrity agreement; adverse changes in the
competitive environment in which the Company operates; changes in state or federal income,
franchise or similar tax laws and regulations; adverse impact of natural disasters; changes in the
Companys estimate of additional stock-based compensation costs; and the disclosures contained
under the headings
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Government Regulation and Payment Structure in Item 1. Business and Item
1A. Risk Factors of the
Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10,
2010, and in its other filings with the Securities and Exchange Commission. In addition to the
risks, uncertainties and assumptions listed above, the Company faces risks associated with the
Agreement and Plan of Merger, dated as of May 23, 2010, among the Company, Gentiva Health Services,
Inc. and GTO Acquisition Corp. (attached as Exhibit 2.1 to the Companys Current Report on Form 8-K
as filed with the Securities and Exchange Commission on May 24, 2010). Such risks, uncertainties
and assumptions include, but are not limited to, the ability to obtain regulatory approval for the
transaction; the expected timing of the completion of the transaction; management plans regarding
the transaction; the inability to complete the transaction due to the failure to satisfy the
conditions required to complete the transaction; the risk that the businesses of the Company and
Gentiva will not be integrated successfully, or will take longer than anticipated; the risk that
expected cost savings from the transaction will not be achieved or unexpected costs will be
incurred; any statements of the plan, strategies and objectives of management for future
operations; the risk that disruptions from the transaction will harm relationships with employees,
referral sources, patients and suppliers; and the outcome of litigation and regulatory proceedings
to which we may be a party. Many of these factors are beyond the ability of the Company to control
or predict. Given these uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements, which reflect managements views only as of the date hereof. The
Company undertakes no obligation to revise or update any of the forward-looking statements or
publicly announce any updates or revisions to any of the forward-looking statements contained in
this press release and in the presentation to reflect any change in the Companys expectations with
regard thereto or any change in events, conditions, circumstances or assumptions underlying such
statements.
-END-
- 4 -
Odyssey Healthcare (MM) (NASDAQ:ODSY)
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Odyssey Healthcare (MM) (NASDAQ:ODSY)
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부터 6월(6) 2023 으로 6월(6) 2024