-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ea6Dz8/sGPz9ylN1ygJGRQTeqjoWnC9Bhq5Fe1YaCjKuodF9mxQkwr6sPtg023wh Que8BljD2GPo0ucTyHb8ag== 0001144204-04-015580.txt : 20041001 0001144204-04-015580.hdr.sgml : 20041001 20041001171203 ACCESSION NUMBER: 0001144204-04-015580 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040930 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041001 DATE AS OF CHANGE: 20041001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Integrated Healthcare Holdings CENTRAL INDEX KEY: 0001051488 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 870412182 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23511 FILM NUMBER: 041059436 BUSINESS ADDRESS: STREET 1: 9005 COBBLE LANE CITY: SANDY STATE: UT ZIP: 84093 BUSINESS PHONE: 8019420555 MAIL ADDRESS: STREET 1: 9005 COBBLE LANE CITY: SANDY STATE: UT ZIP: 84093 FORMER COMPANY: FORMER CONFORMED NAME: FIRST DELTAVISION INC DATE OF NAME CHANGE: 19971216 8-K 1 v07245.txt United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 30, 2004 Integrated Healthcare Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 0-23511 87-0412182 (State or Other (Commission File Number) (IRS Employer Jurisdiction of Incorporation) Identification No.) 695 Town Center Drive, Suite 260, Costa Mesa, California 92626 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (714) 434-9191 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01. Regulation FD Disclosure. On September 30, 2004, Integrated Healthcare Holdings Inc. issued two press releases attached hereto as Exhibits 99.1 and 99.2 relating to transactions with Dr. Kali P. Chaudhuri and subsidiaries of Tenet Healthcare Corporation. A copy of these releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this report, respectively. The information in this Current Report on Form 8-K is being is provided under Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Item 9.01 Financial Statements and Exhibits. (c) Exhibits 99.1 ress release issued by the Registrant on September 30, 2004 relating to transactions with Dr. Kali P. Chaudhuri. 99.2 Press release issued by the Registrant on September 30, 2004 relating to transactions with subsidiaries of Tenet Healthcare Corporation. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Integrated Healthcare Holdings, Inc. By: /s/ Bruce Mogel ` ------------------------------------ Name: Bruce Mogel Title: Chief Executive Officer Date: October 1, 2004 INDEX TO EXHIBITS 99.1 Press release issued by the Company on September 30, 2004 relating to transactions with Dr. Kali P. Chaudhuri. 99.2 Press release issued by the Company on September 30, 2004 relating to transactions with subsidiaries of Tenet Healthcare Corporation. EX-99.1 2 v07245_ex991.txt PRESS RELEASE Source: Integrated Healthcare Holdings Inc. INTEGRATED HEALTHCARE HOLDINGS ANNOUNCES NEW INVESTMENT AND FINANCIAL SUPPORT AGREEMENTS Thursday September 30, 5:28 pm ET COSTA MESA, Calif.--(BUSINESS WIRE)--Sept. 30, 2004--Integrated Healthcare Holdings Inc. (OTCBB:IHCH - News) today announced that it has entered into agreements with Dr. Kali P. Chaudhuri of Hemet, Calif., involving a new investment in Integrated Healthcare Holdings Inc. ("IHHI" or the "Company") and financial support to enable IHHI to acquire hospitals and healthcare facilities from Tenet Healthcare Corp. as part of its business plan. The following material terms have been agreed to by the Company with Dr. Chaudhuri: o Dr. Chaudhuri will invest $500,000 in IHHI in the form of a Convertible Secured Promissory Note, and may provide additional financing directly to the Company as needed; o Dr. Chaudhuri will loan $10 million to IHHI to be used by IHHI as a good faith deposit towards the Company's proposed acquisition of hospitals from Tenet; o Dr. Chaudhuri will provide a personal guaranty of up to $10 million to cover Tenet's post-closing liability on a lease for the Chapman Hospital that the Company proposes to acquire from Tenet. If the Company acquires the Chapman Hospital, it will assign to Dr. Chaudhuri the underlying lease and operating assets relating to the hospital; o Dr. Chaudhuri will have an option to acquire all of the real estate which IHHI acquires from Tenet for $5 million, and will assume the underlying debt and other obligations relating to the real estate; o The Convertible Secured Promissory Note will be initially convertible into 160 million shares of IHHI's Common Stock, or 88.8% of the Company's outstanding shares after giving effect to the new issuance (and possibly an additional 10 million shares if additional financing is provided to the Company); and o Dr. Chaudhuri will receive pre-emptive rights to participate in additional issuances of Company shares, and receive piggyback registration rights relating to his stock. In addition, Dr. Chaudhuri and the Company have agreed in principle to work together in the future to acquire other hospitals and healthcare facilities. According to Bruce Mogel, CEO of IHHI, "This transaction will provide us with the financing and liquidity to proceed with the acquisitions that are at the heart of our business plan. We are pleased to be working with a financing partner with such knowledge and depth in the hospital and healthcare industry." About Integrated Healthcare Holdings Inc. Integrated Healthcare Holdings is a publicly traded company based in Costa Mesa. IHHI's management, CEO Bruce Mogel, President Larry B. Anderson, and CFO James T. Ligon, lead a team of healthcare professionals skilled in the management and operation of successful acute care hospitals. In addition, Andrew Weiss assists the Company as Vice President of Human Resources and Chief Labor Counsel. The above discussion of the Company's agreements with Dr. Chaudhuri are of a summary nature only, and are qualified by reference to the full text of these agreements, copies of which will be filed by the Company with the Securities and Exchange Commission. This press release contains forward-looking statements. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed or projected. Statements in this press release regarding the business of Integrated Healthcare Holdings, Inc., which are not historical in nature, are "forward-looking statements" that involve risks and uncertainties. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Actual results may differ materially from those anticipated, estimated, or projected in the forward-looking statements due to risks and uncertainties, including those discussed in our Annual Report on Form 10-KSB under the caption "Risk Factors." Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of their dates. Contact: Integrated Healthcare Holdings Inc. Larry B. Anderson, 714-434-9191 Fax: 714-434-9505 Source: Integrated Healthcare Holdings Inc. EX-99.2 3 v07245_ex992.txt FPRESS RELEASE Source: Integrated Healthcare Holdings Inc. INTEGRATED HEALTHCARE HOLDINGS INC. AGREES TO ACQUIRE FOUR TENET HOSPITALS IN ORANGE COUNTY Thursday September 30, 7:01 pm ET HOSPITAL SERVICES TO REMAIN UNCHANGED COSTA MESA, Calif.--(BUSINESS WIRE)--Sept. 30, 2004--Integrated Healthcare Holdings Inc. (IHHI) (OTCBB:IHCH - News) of Costa Mesa announced today that it has agreed to acquire four hospitals located in Orange County, Calif., from Tenet Healthcare Corp. The four hospitals are: 280-bed Western Medical Center - Santa Ana; 188-bed Western Medical Center - Anaheim; 114-bed Chapman Medical Center in Orange; and 178-bed Coastal Communities Hospital in Santa Ana. The net purchase price is approximately $70 Million, subject to closing adjustments. The purchase is expected to close on Nov. 30, 2004, subject to customary closing conditions, including regulatory approvals. These hospitals offer a variety of services, including emergency rooms, cancer centers, women's health, pediatrics and a variety of other acute care services. Integrated Healthcare Holdings intends to maintain and improve upon the services already provided at these important hospitals, including continuing the trauma center at Western Medical Center in Santa Ana. Larry B. Anderson, president of IHHI, stressed the local ownership and management expertise IHHI brings to the community. "Our company was formed to bring financial stability, strong management and fresh ideas to deliver quality medical care to the communities we serve. As a locally based owner/operator, we are involved personally and professionally with the community and are committed to expanding and improving doctor and patient-driven care." The company has agreed to offer employment to substantially all current employees who are in good standing and to provide comparable wages and benefits. Dan Brothman, currently chief executive officer of Western Medical Center, will join IHHI as senior vice president-operations in charge of all four hospitals. According to Anderson, "Dan's new role will ensure the continuing quality of care at these hospitals and the continuity of management as we move forward." Century City-based law firm Hooper, Lundy & Bookman, Inc assisted in the health care transaction. About Integrated Healthcare Holdings Inc. Integrated Healthcare Holdings Inc. is a publicly traded company based in Costa Mesa. IHHI is led by a team of healthcare professionals skilled in the management and operation of successful acute care hospitals. The management team is committed to provide quality patient care; recruit, hire and retain the best employees; listen and respond to the needs of patients, employees and physicians; and ensure that all stakeholders are involved in the decisions which affect them. This press release contains forward-looking statements. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed or projected. Statements in this press release regarding the business of Integrated Healthcare Holdings Inc., which are not historical in nature, are "forward-looking statements" that involve risks and uncertainties. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Actual results may differ materially from those anticipated, estimated, or projected in the forward-looking statements due to risks and uncertainties, including those discussed in our Annual Report on Form 10-KSB under the caption "Risk Factors." Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of their dates. Contact: Waters & Faubel for Integrated Healthcare Holdings Inc. Meg Waters, 949-768-1600 Cell: 949-584-4977 Source: Integrated Healthcare Holdings Inc. -----END PRIVACY-ENHANCED MESSAGE-----