UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

AMENDMENT NO. 1

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

VISTACARE, INC.

(Name of Subject Company (Issuer))

OHC INVESTMENT, INC.

a wholly-owned subsidiary of

ODYSSEY HEALTHCARE HOLDING COMPANY

a wholly-owned subsidiary of

ODYSSEY HEALTHCARE, INC.

(Name of Filing Person (Offeror))

Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)

92839Y109
(CUSIP Number of Class of Securities)

(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

 

 

CALCULATION OF FILING FEE

	Transaction Valuation*			Amount of Filing Fee*
	$158,243,019			$	6,218.95

*The amount of the filing fee, in accordance with Rule 0-11 of the Securities Exchange Act of 1934, is calculated by multiplying the transaction valuation by $.0000393. For purposes of calculating the filing fee only, the transaction valuation was determined by multiplying the purchase price of $8.60 per share by the sum of (i) the 16,885,958 shares of class A common stock, par value $0.01 per share, of VistaCare, Inc. (the “Shares”), issued and outstanding as of January 14, 2008; and (ii) the 1,514,393 Shares that are issuable on or prior to the expiration of this offer under outstanding stock options.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) of the Exchange Act 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:		$6,218.95				Filing Party:		OHC Investment, Inc.,
								Odyssey HealthCare
								Holding Company and
								Odyssey HealthCare, Inc.
Form or Registration No.:		Schedule TO				Date Filed:		January 30, 2008

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer:

Check the appropriate boxes below to designate any transactions to which the statement relates.

þ		Third-party tender offer subject to Rule 14d-1.
o		Issuer tender offer subject to Rule 13e-4.
o		Going-private transaction subject to Rule 13e-3.
o		Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

SCHEDULE TO

     This Amendment No. 1 (this “Amendment”) to the Tender Offer Statement on Schedule TO is filed by (i) OHC Investment, Inc. (“Purchaser”), a Delaware corporation and wholly owned subsidiary of Odyssey HealthCare Holding Company, a Delaware corporation (“Parent”), which is a wholly-owned subsidiary of Odyssey HealthCare, Inc., a Delaware corporation (“Odyssey”), (ii) Parent and (iii) Odyssey. This Amendment amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) initially filed with the Securities and Exchange Commission on January 30, 2008, which relates to the offer by Purchaser to purchase all outstanding shares of class A common stock, par value $0.01 per share (including the associated Series A Junior Participating Preferred Stock purchase rights issued pursuant to the Rights Agreement, dated as of August 18, 2004, as amended as of the date hereof, between VistaCare, Inc., a Delaware corporation (“VistaCare”), and Computershare Trust Company, N.A., formerly known as Equiserve Trust Company, N.A., the “Shares”), of VistaCare, at a price of $8.60 per Share, net to the seller in cash (subject to applicable withholding taxes), without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 30, 2008 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the “Offer”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Schedule TO.

ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

“(a)(5)(A)  Letter to be distributed to certain of VistaCare’s Vice Presidents and General Managers.

(a)(5)(B)  Letter to be distributed to certain of VistaCare’s Assistant Vice Presidents.

(a)(5)(C)  Letter to be distributed to certain of VistaCare’s corporate office employees.

(a)(5)(D)  Letter to be distributed to certain of VistaCare’s corporate office employees.

(a)(5)(E)  Letter to be distributed to certain of VistaCare’s regional Executive Directors, Assistant Vice Presidents, Clinical Advisors and Administrative Advisors.

(a)(5)(F)  Letter to be distributed to certain of VistaCare’s regional Executive Directors, Assistant Vice Presidents, Clinical Advisors and Administrative Advisors.”

SIGNATURE

     After due inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of January 30, 2008 that the information set forth in this statement is true, complete and correct.

EXHIBIT
NO.		DESCRIPTION
(a)(5)(A)		Letter to be distributed to certain of VistaCare’s Vice Presidents and General Managers.
(a)(5)(B)		Letter to be distributed to certain of VistaCare’s Assistant Vice Presidents.
(a)(5)(C)		Letter to be distributed to certain of VistaCare’s corporate office employees.
(a)(5)(D)		Letter to be distributed to certain of VistaCare’s corporate office employees.
(a)(5)(E)		Letter to be distributed to certain of VistaCare’s regional Executive Directors, Assistant Vice Presidents, Clinical Advisors and Administrative Advisors.
(a)(5)(F)		Letter to be distributed to certain of VistaCare’s regional Executive Directors, Assistant Vice Presidents, Clinical Advisors and Administrative Advisors.