SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Schedule TO/A
(Rule 14d-100)
(Amendment No. 1)
Tender Offer Statement under
Section
14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934
CARE INVESTMENT TRUST
INC.
(Name of Subject Company
(Issuer))
Care Investment Trust Inc. (Issuer)
(Name of Filing Person
(Identifying Status as Offeror, Issuer or Other
Person))
Common Stock, par value $0.001 per share
(Title of Class of
Securities)
141657106
(CUSIP Number of Class of
Securities)
Paul F. Hughes
Chief Compliance Officer and Secretary
Care Investment Trust Inc.
505 Fifth Avenue, 6th Floor
New York, New York 10017
Telephone: (212) 771-0505
(Name, Address and Telephone
Number of Person Authorized to Receive
Notices and Communications on
Behalf of Filing Persons)
Copy to:
Karen A. Dewis, Esq.
Thomas P. Conaghan, Esq.
McDermott Will & Emery LLP
600 13th Street, N.W.
Washington, D.C. 20005-3096
Telephone: (202) 756-8000
CALCULATION
OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$182,341,368
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$13,001
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*
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Calculated solely for the purpose of determining the amount of
the filing fee. Pursuant to
Rule 0-11(b)(1)
of the Securities Exchange Act of 1934, as amended, the
transaction valuation was calculated assuming a purchase price
of $9.00 per share.
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**
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The amount of the filing fee, calculated in accordance with
Rule 0-11(b)(1)
of the Securities Exchange Act of 1934, as amended, and equals
$71.30 per million of the value of the transaction. It was
calculated by multiplying the transaction valuation amount by
0.0000713.
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þ
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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.
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Amount Previously Paid: 4,302.70
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Filing Party: Care Investment Trust Inc.
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Form or Registration No.: Schedule 14A
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Date Filed: April 13, 2010
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o
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
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o
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third-party tender offer subject to
Rule 14d-1
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issuer tender offer subject to
Rule 13e-4
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þ
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going-private transaction subject to
Rule 13e-3
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o
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amendment to Schedule 13D under
Rule 13d-2
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Check the following box if the filing is a final amendment
reporting the results of the tender
offer:
o
INTRODUCTION
This Tender Offer Statement on Schedule TO relates to the
tender offer by Care Investment Trust Inc., a Maryland
corporation (Care, we, us or
the Company), to purchase up to all outstanding
shares of its common stock, par value $0.001 per share, or such
lesser number of shares as is properly tendered and not properly
withdrawn, at a price of $9.00 per share, net to the tendering
stockholder in cash, less any applicable withholding taxes and
without interest. Cares offer is being made upon the terms
and subject to the conditions set forth in the offer to
purchase, dated May , 2010 (the Offer to
Purchase), and the accompanying letter of transmittal (the
Letter of Transmittal), which together, as each may
be amended or supplemented from time to time, constitute the
tender offer. This Schedule TO is intended to satisfy the
reporting requirements of
Rule 13e-4(c)(2)
of the Securities Exchange Act of 1934, as amended. The
information contained in the Offer to Purchase and the
accompanying Letter of Transmittal, copies of which are attached
to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B),
respectively, is incorporated herein by reference in response to
all of the items of this Schedule TO as more particularly
described below.
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Item 1.
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Summary
Term Sheet.
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The information set forth under Summary Term Sheet
in the Offer to Purchase is incorporated herein by reference.
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Item 2.
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Subject
Company Information.
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(a)
Name and Address.
The name of the
issuer is Care Investment Trust Inc. The address of the
principal executive offices of Care Investment Trust Inc. is
505 Fifth Avenue, 6th Floor, New York, New York 10017.
The telephone number of the principal executive offices of Care
Investment Trust Inc. is
(212) 771-0505.
(b)
Securities.
The information set forth
in the Introduction to the Offer to Purchase is incorporated
herein by reference.
(c)
Trading Market and Price.
The
information set forth in Section 9 of the Offer to Purchase
(The Tender Offer Price Range of Shares;
Dividends; Prior Stock Purchases) is incorporated herein
by reference.
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Item 3.
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Identity
and Background of Filing Person.
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(a) Care Investment Trust Inc. is the filing person.
The Companys address and telephone number are set forth in
Item 2 above. The information set forth in Section 2
of the Offer to Purchase (Special Factors
Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning the Shares) is incorporated herein
by reference.
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Item 4.
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Terms
of the Transaction.
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(a)
Material Terms.
The following
sections of the Offer to Purchase contain information regarding
the material terms of the transaction and are incorporated
herein by reference:
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Summary Term Sheet;
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Introduction to the Offer to Purchase;
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Section 1 (Special Factors Reasons for
the Tender Offer; Certain Effects of the Tender Offer);
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Section 2 (Special Factors Interests of
Directors and Executive Officers; Transactions and Arrangements
Concerning the Shares);
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Section 3 (Special Factors Material U.S.
Federal Income Tax Consequences);
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Section 4 (The Tender Offer Number of
Shares; Purchase Price);
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Section 5 (The Tender Offer Procedures
for Tendering Shares);
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Section 6 (The Tender Offer Withdrawal
Rights);
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1
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Section 7 (The Tender Offer Purchase of
Shares and Payment of Purchase Price);
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Section 8 (The Tender Offer Conditions of
the Tender Offer);
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Section 10 (The Tender Offer Source and
Amount of Funds);
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Section 11 (The Tender Offer Certain
Information Concerning the Company);
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Section 12 (The Tender Offer Effects of
the Tender Offer on the Market for Shares; Registration under
the Exchange Act); and
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Section 14 (The Tender Offer Extension of
the Tender Offer; Termination; Amendment).
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(b)
Purchases.
The information set forth
in the Introduction to the Offer to Purchase and in
Section 2 of the Offer to Purchase (Special
Factors Interests of Directors and Executive
Officers; Transactions and Arrangements Concerning the
Shares) is incorporated herein by reference.
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Agreements.
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(e)
Agreements Involving the Subject Companys
Securities.
The information set forth in
Section 1 of the Offer to Purchase (Special
Factors Reasons for the Tender Offer; Certain
Effects of the Tender Offer) and Section 2 of the
Offer to Purchase (Special Factors Interests
of Directors and Executive Officers; Transactions and
Arrangements Concerning the Shares) is incorporated herein
by reference.
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Item 6.
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Purposes
of the Transaction and Plans or Proposals.
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(a); (b); (c)
Purposes; Use of Securities Acquired;
Plans
. The information set forth in the Summary
Term Sheet of the Offer to Purchase and Section 1 of the
Offer to Purchase (Special Factors Reasons for
the Tender Offer; Certain Effects of the Tender Offer)
which contain information regarding the purposes of the
transaction, use of securities acquired and plans is
incorporated herein by reference.
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Item 7.
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Source
and Amount of Funds or Other Consideration.
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(a); (b); (d)
Source of Funds; Conditions; Borrowed
Funds
. The information set forth in Section 10 of the
Offer to Purchase (The Tender Offer Source and
Amount of Funds) is incorporated herein by reference.
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Item 8.
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Interest
in Securities of the Subject Company.
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(a); (b)
Securities Ownership; Securities Transactions
.
The information set forth in Section 2 of the Offer to
Purchase (Special Factors Interests of
Directors and Executive Officers; Transactions and Arrangements
Concerning the Shares) is incorporated herein by reference.
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Item 9.
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Persons/Assets,
Retained, Employed, Compensated or Used.
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(a)
Solicitations or Recommendations.
The
information set forth in Section 15 of the Offer to Purchase
(The Tender Offer Fees and Expenses) is
incorporated herein by reference.
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Item 10.
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Financial
Statements.
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(a)
Financial Information.
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Audited Financials.
The Companys audited
financial statements for the fiscal years ended
December 31, 2008 and 2009 are incorporated herein by
reference to Part II, Item 8 of the Companys
Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009.
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Unaudited Financials.
The unaudited financial
statements for the Company included in Part I, Item 1
of the Companys
Form 10-Q
for the quarter ended March 31, 2010, are incorporated
herein by reference.
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Ratio of Earnings to Fixed Charges.
Not
applicable. The Company has no fixed charges as that term is
defined for the purposes of this disclosure.
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2
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Book Value.
The information in the Offer to
Purchase in Section 11 (The Tender Offer
Certain Information Concerning the Company) under the
heading Pro Forma Financial Information is
incorporated herein by reference.
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(b)
Pro Forma Information
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Pro Forma Balance Sheet at March 31,
2010.
The information set forth in
Section 11 of the Offer to Purchase (The Tender
Offer Certain Information Concerning the
Company) is incorporated herein by reference.
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Pro Forma Statement of Income and Earnings Per Share for the
Year Ended December 31, 2009 and the three months ended
March 31, 2010.
The information set forth in
Section 11 of the Offer to Purchase (The Tender
Offer Certain Information Concerning the
Company) is incorporated herein by reference.
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Pro Forma Book Value Per Share at March 31,
2010.
The information set forth in
Section 11 of the Offer to Purchase (The Tender
Offer Certain Information Concerning the
Company) is incorporated herein by reference.
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Item 11.
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Additional
Information.
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(a)
Agreements; Regulatory Requirements and Legal
Proceedings.
The information set forth in
Section 2 of the Offer to Purchase (Special
Factors Interests of Directors and Executive
Officers; Transactions and Arrangements Concerning the
Shares), Section 11 of the Offer to Purchase
(The Tender Offer Certain Information
Concerning the Company), Section 12 of the Offer to
Purchase (The Tender Offer Effects of the
Tender Offer on the Market for Shares; Registration under the
Exchange Act), and Section 13 of the Offer to
Purchase (The Tender Offer Certain Legal
Matters; Regulatory Approvals) is incorporated herein by
reference.
(b)
Other Material Information.
The
information set forth in the Offer to Purchase and the
accompanying Letter of Transmittal, copies of which are filed
with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B),
respectively, as each may be amended or supplemented from time
to time, is incorporated herein by reference.
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Exhibit No.
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Description
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(a)(1)(A)
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Offer to Purchase, dated May , 2010.
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(a)(1)(B)
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Letter of Transmittal.
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(a)(1)(C)
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Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees, dated
May , 2010.
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(a)(1)(D)
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Form Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees, dated
May , 2010.
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(a)(2)
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Not applicable.
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(a)(3)
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Not applicable.
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(a)(4)
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Not applicable.
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(a)(5)
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Press Release, dated May , 2010.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Purchase and Sale Agreement, dated March 16, 2010.
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(g)
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Not applicable.
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(h)
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Not applicable.
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3
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Item 13.
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Information
Required by
Schedule 13E-3.
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Item 2.
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Subject
Company Information
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(d)
Dividends.
The information set forth
in Section 9 of the Offer to Purchase (Price Range of
Shares; Dividends; Prior Stock Purchases) is incorporated
herein by reference.
(e)
Prior Public Offerings.
The
information set forth in Section 11 of the Offer to
Purchase (The Tender Offer Certain Information
Concerning the Company) is incorporated herein by
reference.
(f)
Prior Stock Purchases.
The
information set forth in Section 9 of the Offer to Purchase
(Price Range of Shares; Dividends; Prior Stock
Purchases) is incorporated herein by reference.
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Item 3.
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Identity
and Background of Filing Person
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(b)
Business and Background of
Entities.
The information required by Item
(b) of Item 1003 of
Regulation M-A
is not applicable.
(c)
Business and Background of Natural
Persons.
The information required by Item
(c) of Item 1003 of
Regulation M-A
is not applicable.
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Item 4.
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Terms
of the Transaction
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(c)
Different Terms.
The information
required by Item (c) of Item 1004 of
Regulation M-A
is not applicable.
(d)
Appraisal Rights.
The information
required by Item (d) of Item 1004 of
Regulation M-A
is not applicable.
(e)
Provisions for Unaffiliated Security
Holders.
The information required by Item
(e) of Item 1004 of
Regulation M-A
is not applicable.
(f)
Eligibility for Listing or
Trading.
The information required by Item
(f) of Item 1004 of
Regulation M-A
is not applicable.
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Agreements
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(a)
Transactions.
The information set
forth in Section 2 of the Offer to Purchase (Special
Factors Interests of Directors and Executive
Officers; Transactions and Arrangements Concerning the
Shares) is incorporated herein by reference.
(b)
Significant Corporate Events.
The
information set forth in Section 1 of the Offer to Purchase
(Special Factors Reasons for the Tender Offer;
Certain Effects of the Tender Offer) and Section 2 of the
Offer to Purchase (Special Factors Interests
of Directors and Executive Officers; Transactions and
Arrangements Concerning the Shares) is incorporated herein
by reference.
(c)
Negotiations or Contacts.
The
information set forth in Section 1 of the Offer to Purchase
(Special Factors Reasons for the Tender Offer;
Certain Effects of the Tender Offer) and Section 2 of the
Offer to Purchase (Special Factors Interests
of Directors and Executive Officers; Transactions and
Arrangements Concerning the Shares) is incorporated herein
by reference.
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Item 7.
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Purposes,
Alternatives, Reasons and Effects
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(a)
Purposes.
The information set forth
in Section 1 of the Offer to Purchase (Special
Factors Reasons for the Tender Offer; Certain
Effects of the Tender Offer) is incorporated herein by
reference.
(b)
Alternatives.
The information set
forth in Section 1 of the Offer to Purchase (Special
Factors Reasons for the Tender Offer; Certain
Effects of the Tender Offer) is incorporated herein by
reference.
(c)
Reasons.
The information set forth in
Section 1 of the Offer to Purchase (Special
Factors Reasons for the Tender Offer; Certain
Effects of the Tender Offer) is incorporated herein by
reference.
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(d)
Effects.
The information set forth in
Section 1 of the Offer to Purchase (Special
Factors Reasons for the Tender Offer; Certain
Effects of the Tender Offer), Section 3 of the Offer
to Purchase (Special Factors Material
U.S. Federal Income Tax Consequences) and
Section 12 of the Offer to Purchase (The Tender
Offer Effects of the Tender Offer on the Market for
Shares; Registration under the Exchange Act) is
incorporated herein by reference.
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Item 8.
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Fairness
of the Transaction
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(a)
Fairness.
The information set forth
in Section 1 of the Offer to Purchase (Reasons for
the Tender Offer; Certain Effects of the Tender Offer) is
incorporated herein by reference.
(b)
Factors Considered in Determining
Fairness.
The information set forth in
Section 1 of the Offer to Purchase (Special
Factors Reasons for the Tender Offer; Certain
Effects of the Tender Offer) is incorporated herein by
reference.
(c)
Approval of Security Holders.
The
information set forth in Section 1 of the Offer to Purchase
(Special Factors Reasons for the Tender Offer;
Certain Effects of the Tender Offer) is incorporated
herein by reference.
(d)
Unaffiliated Representative.
The
information set forth in Section 1 of the Offer to Purchase
(Special Factors Reasons for the Tender Offer;
Certain Effects of the Tender Offer) is incorporated
herein by reference.
(e)
Approval of Directors.
The
information set forth in Section 1 of the Offer to Purchase
(Special Factors Reasons for the Tender Offer;
Certain Effects of the Tender Offer) is incorporated
herein by reference.
(f)
Other Offers.
The information set
forth in Section 1 of the Offer to Purchase (Special
Factors Reasons for the Tender Offer; Certain
Effects of the Tender Offer) is incorporated herein by
reference.
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Item 9.
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Reports,
Opinions, Appraisals and Negotiations
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(a)
Report, Opinion or Appraisal.
The
information set forth in Section 1 of the Offer to Purchase
(Special Factors Reasons for the Tender Offer;
Certain Effects of the Tender Offer) is incorporated
herein by reference.
(b)
Preparer and Summary of the Report, Opinion or
Appraisal.
The information set forth in
Section 1 of the Offer to Purchase (Special
Factors Reasons for the Tender Offer; Certain
Effects of the Tender Offer) is incorporated herein by
reference.
(c)
Availability of Documents.
The
information required by Item (c) of Item 1015 of
Regulation M-A
is not applicable.
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Item 10.
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Source
and Amounts of Funds or Other Consideration
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(c)
Expenses.
The information set forth
in Section 15 of the Offer to Purchase (Fees and
Expenses) is incorporated herein by reference.
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Item 12.
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The
Solicitation or Recommendation
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(d)
Intent to Tender or Vote in a Going-Private
Transaction.
The information set forth in
Section 2 of the Offer to Purchase (Special
Factors Interests of Directors and Executive
Officers; Transactions and Arrangements Concerning the
Shares) is incorporated herein by reference.
(e)
Recommendations of Others.
The
information required by Item (e) of Item 1012 of
Regulation M-A
is not applicable.
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Item 14.
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Persons/Assets
Retained, Employed, Compensated or Used
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(b)
Employees and Corporate Assets.
The
information required by Item (b) of Item 1009 of
Regulation M-A
is not applicable.
5
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.
CARE INVESTMENT TRUST INC.
Name:
Paul F. Hughes
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Title:
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Chief Compliance Officer and Secretary
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Dated: May 18, 2010
6
EXHIBIT INDEX
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(a)(1)(A)*
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Offer to Purchase, dated May , 2010.
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(a)(1)(B)**
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Letter of Transmittal.
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(a)(1)(C)**
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Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees, dated
May , 2010.
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(a)(1)(D)**
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Form Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees, dated
May , 2010.
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(a)(2)
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Not Applicable.
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(a)(3)
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Not applicable.
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(a)(4)
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Not applicable.
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(a)(5)**
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Press Release, dated May , 2010.
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(b)
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Not Applicable.
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(c)
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Not Applicable.
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(d)***
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Purchase and Sale Agreement, dated March 16, 2010.
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(g)
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Not Applicable.
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(h)
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Not Applicable.
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*
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Filed herewith.
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**
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To be filed by amendment.
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***
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Previously filed as Exhibit 10.1 to the Companys Form 8-K
(File No.
001-3549)
filed on March 16, 2010.
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7