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. 2)
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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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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o
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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 14A—Preliminary 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 definitive 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 Company’s 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
FACTORS—Related 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 SHEET—The Parties to the Merger Agreement”
“IDENTITY AND BACKGROUND OF FILING PERSONS”
ANNEX D—Information 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 MEETING—Required Vote”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Fairness of the Merger; Recommendations of the Special Committee and Our
Board of Directors”
“SPECIAL FACTORS—Purposes and Reasons of the Rollover Investors”
“SPECIAL FACTORS—Certain Effects of the Merger”
“SPECIAL FACTORS—Material United States Federal Income Tax Consequences of the Merger”
“SPECIAL FACTORS—Accounting 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 FACTORS—Certain Effects of the Merger”
“SPECIAL FACTORS—Interests 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 FACTORS—Appraisal Rights”
“APPRAISAL RIGHTS”
ANNEX C—Sections 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
FACTORS—Related 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 FACTORS—Background of the Merger”
“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Related Party Transactions”
“THE MERGER AGREEMENT”
ANNEX A—Agreement 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
FACTORS—Background 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 FACTORS—Interests of Our Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Related Party Transactions”
“SPECIAL FACTORS—Certain Effects of the Merger”
“SPECIAL FACTORS—Financing”
“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 FACTORS—Certain Effects of the Merger”
“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”
“THE MERGER AGREEMENT—Treatment of Stock, Stock Options and Other Stock-Based Awards”
“THE MERGER AGREEMENT—Exchange and Payment Procedures”
ANNEX A—Agreement 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 FACTORS—Background of the Merger”
“SPECIAL FACTORS—Certain Effects of the Merger”
“SPECIAL FACTORS—Plans for RTS After the Merger”
“SPECIAL FACTORS—Financing”
“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”
“THE MERGER AGREEMENT”
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ANNEX A—Agreement 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 FACTORS—Background of the Merger”
“SPECIAL FACTORS—Purposes and Reasons of the Rollover Investors”
“SPECIAL FACTORS—Purposes and Reasons of Holdings, Parent, Merger Sub and Vestar Capital”
“SPECIAL FACTORS—Fairness of the Merger; Recommendations of the Special Committee and Our
Board of Directors”
“SPECIAL FACTORS—Position of the Rollover Investors Regarding the Fairness of the Merger”
“SPECIAL FACTORS—Conduct of RTS’s Business if the Merger is Not Completed”
“SPECIAL FACTORS—Plans 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 FACTORS—Background of the Merger”
“SPECIAL FACTORS—Fairness of the Merger; Recommendations of the Special Committee and Our
Board of Directors”
“SPECIAL FACTORS—Certain Effects of the Merger”
“SPECIAL FACTORS—Plans for RTS After the Merger”
“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Material United States Federal Income Tax Consequences of the Merger”
“SPECIAL FACTORS—Fees and Expenses”
“THE MERGER AGREEMENT”
“APPRAISAL RIGHTS”
ANNEX A—Agreement 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 C—Sections 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 FACTORS—Fairness of the Merger; Recommendations of the Special Committee and Our
Board of Directors”
“SPECIAL FACTORS—Purposes and Reasons of the Rollover Investors”
“SPECIAL FACTORS—Position 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 MEETING—Required Vote”
“THE MERGER AGREEMENT—Conditions to the Merger”
(d) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Fairness 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 FACTORS—Background of the Merger”
“SPECIAL FACTORS—Fairness 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 FACTORS—Background of the Merger”
“SPECIAL FACTORS—Opinion of Morgan Joseph & Co. Inc.”
ANNEX B—Opinion 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 FACTORS—Financing”
“THE MERGER AGREEMENT—Financing Commitments; Cooperation of RTS”
(c) The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SPECIAL FACTORS—Conduct of our Business if the Merger is Not Completed”
“SPECIAL FACTORS—Fees and Expenses”
“THE MERGER AGREEMENT—Termination”
“THE MERGER AGREEMENT—Termination 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 FACTORS—Financing”
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 FACTORS—Interests 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 FACTORS—Interests of Our Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Related Party Transactions”
“THE MERGER AGREEMENT”
ANNEX A—Agreement 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 MEETING—Required Vote”
“SPECIAL FACTORS—Certain Effects of the Merger”
“SPECIAL FACTORS—Fairness of the Merger; Recommendations of the Special Committee and Our
Board of Directors”
“SPECIAL FACTORS—Interests 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 FACTORS—Background of the Merger”
“SPECIAL FACTORS—Fairness of the Merger; Recommendations of the Special Committee and Our
Board of Directors”
“SPECIAL FACTORS—Purposes and Reasons of the Rollover Investors”
“SPECIAL FACTORS—Position 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:
“INFORMATION
ABOUT RTS—Selected Historical Financial Information”
“INFORMATION
ABOUT RTS—Net Book Value Per Share of RTS Common Stock”
“INFORMATION
ABOUT RTS—Financial Statements”
“INFORMATION
ABOUT RTS—Management’s Discussion and Analysis of Financial
Condition and Results of Operation”
“INFORMATION
ABOUT RTS—Quantitative and Qualititive Disclosure About Market
Price”
“INFORMATION
ABOUT RTS—Business”
“INFORMATION
ABOUT RTS—Properties”
“INFORMATION
ABOUT RTS—Legal Proceedings”
“ANNEX
E—Annual Report on Form 10-K for the Year Ended December 31, 2006”
“ANNEX
F—Quarterly Report on Form 10-Q for the Quarter Ended September
30, 2007”
“Financial
Forecast”
(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 MEETING—Solicitation of Proxies”
“SPECIAL FACTORS—Fees 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 FACTORS—Certain Effects of the Merger”
“SPECIAL FACTORS—Interests of Our Directors and Executive Officers in the Merger”
“THE SPECIAL MEETING—Solicitation 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)
Definitive Proxy Statement filed with the Securities and Exchange Commission on
January 15, 2008.
(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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****
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Filed as an Exhibit to the Schedule 13E-3 Amendment No. 1
filed 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: January 15, 2008
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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: January 15, 2008
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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: January 15, 2008
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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: January 15, 2008
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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: January 15, 2008
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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: January 15, 2008
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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: January 15, 2008
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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:
January 15, 2008
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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: January 15, 2008
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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: January 15, 2008
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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: January 15, 2008
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/s/ Michael J. Katin
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Michael J. Katin
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EXHIBIT INDEX
(a)(1)
Definitive Proxy Statement filed with the Securities and Exchange Commission on
January 15, 2008.
(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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****
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Filed as an Exhibit to the Schedule 13E-3 Amendment No. 1
filed with the Securities and Exchange Commission on
December 21, 2007.
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