UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14D-9
(RULE 14d-101)
Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
Five Star Quality Care, Inc.
(Name of Subject Company)
William F. Thomas
Robert D. Thomas
Gemini Properties
(Name of Person(s) Filing Statement)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(including associated preferred stock purchase rights)
(Title of Class of Securities)
33832D106
(CUSIP Number of Class of Securities)
William F. Thomas
1516 South Boston Avenue, Suite 301
Tulsa, Oklahoma 74119
(918) 592-4400
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the person filing statement)
with a copy to:
Andrew Freedman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| Item 1. | Subject Company Information. |
Name and Address
The name of the subject company to which this Solicitation/Recommendation Statement on Schedule 14D-9 (this “Schedule 14D-9”) relates is Five Star Quality Care, Inc., a Maryland corporation (the “Company”). The address of the Company’s principal executive office is 400 Centre Street, Newton, Massachusetts 02458. The Company’s telephone number is 617-796-8387.
Securities
This Schedule 14D-9 relates to the common stock, $0.01 par value per share (the “Shares), of the Company. Based on information set forth in Amendment No. 1 to the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with Securities and Exchange Commission (the “SEC”) on October 28, 2016, as of the close of business on October 27, 2016, there were 49,519,051 Shares outstanding.
| Item 2. | Identity And Background Of Filing Person. |
Name and Address
Gemini Properties, William F. Thomas and Robert D. Thomas (collectively, the “Thomas Group”) are the persons filing this Schedule 14D-9. The business address of each of Gemini Properties, William F. Thomas and Robert D. Thomas is 1516 South Boston Avenue, Suite 301, Tulsa, Oklahoma 74119. The telephone number of each of Gemini Properties, William F. Thomas and Robert D. Thomas is 918-592-4400.
Tender Offer
This Schedule 14D-9 relates to the tender offer (the “Tender Offer”) by ABP Acquisition LLC, a Maryland limited liability company (the “Purchaser”), a wholly owned subsidiary of ABP Trust ("ABP Trust"), which is owned by Barry M. Portnoy, a managing director of the Company, and Adam D. Portnoy, as disclosed in the Tender Offer Statement on Schedule TO filed by the Purchaser with the SEC on October 6, 2016 (as amended or supplemented from time to time, and together with the exhibits thereto, the “Schedule TO”), to purchase up to 18,000,000 Shares at a price of $3.00 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 6, 2016 (as it may be amended or supplemented from time to time), and the related Letter of Transmittal (as it may be amended or supplemented from time to time).
As set forth in the Schedule TO, the address of the Purchaser is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, and its telephone number is (617) 928-1300.
| Item 3. | Past Contacts, Transactions, Negotiations And Agreements. |
None.
| Item 4. | The Solicitation Or Recommendation. |
Recommendation
The Thomas Group recommends that shareholders of the Company not tender their Shares in the Tender Offer.
Reasons
The Thomas Group encourages other shareholders not to tender their Shares in the Tender Offer because it believes the $3.00 per share offer price is inadequate and significantly undervalues the Company.
Reference is made to the press release attached hereto as Exhibit 1 and incorporated by reference herein.
Intent to Not Tender
The members of the Thomas Group do not intend to tender any of their Shares in the Tender Offer.
| Item 5. | Persons/Assets Retained, Employed, Compensated Or Used. |
The Thomas Group has not directly or indirectly employed, retained or compensated any person to make solicitations or recommendations on its behalf in connection with the Tender Offer.
| Item 6. | Interest In Securities Of The Subject Company. |
No transactions in Shares have been effected during the past 60 days by the Thomas Group or, to the best of the Thomas Group’s knowledge, any of its directors, executive officers, subsidiaries, affiliates or associates.
| Item 7. | Purposes Of The Transaction And Plans Or Proposals. |
Not applicable.
| Item 8. | Additional Information To Be Furnished. |
Not applicable.
| Item 9. | Exhibits. |
| Exhibit No. | Description |
| 1 | Press Release, dated November 7, 2016. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 8, 2016
|
/s/ William F. Thomas | |
| WILLIAM F. THOMAS |
|
/s/ Robert D. Thomas | |
|
ROBERT D. THOMAS
|
| GEMINI PROPERTIES | |||
| By: |
/s/ William F. Thomas | ||
| Name: | William F. Thomas | ||
| Title: | Partner | ||
| By: |
/s/ Robert D. Thomas | ||
| Name: | Robert D. Thomas | ||
| Title: | Partner | ||