8-K/A 1 v038453_8-ka.txt ================================================================================ United States Securities and Exchange Commission Washington, D.C. 20549 Amendment No. 3 to 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): March 3, 2005 Integrated Healthcare Holdings, Inc. (Exact Name of Registrant as Specified in Charter)
Nevada 0-23511 87-0412182 (State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification Incorporation) No.)
1301 N. Tustin Ave., Santa Ana, CA 92705 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (714) 953-3503 --------------------------------------------------- (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)) ================================================================================ EXPLANATORY NOTE THE PURPOSE OF THIS AMENDMENT IS TO REVISE THE UNAUDITED PRO FORMA FINANCIAL STATEMENTS AND CERTAIN OTHER INFORMATION CONTAINED IN EXHIBIT 99.12. Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. Attached hereto as Exhibit 99.11 are the audited balance sheet for the acquired assets as of December 31, 2004 and the audited statement of operations for the acquired assets for the years ended December 31, 2004 and December 31, 2003, and accompanying notes. (b) Pro Forma Financial Information. Attached hereto as Exhibit 99.12 are the unaudited pro forma balance sheet of Integrated Healthcare Holdings, Inc. (the "Company") as of December 31, 2004 and the unaudited pro forma statement of operations of the Company for the years ended December 31, 2004 and December 31, 2003, and accompanying notes. (c) Exhibits. Exhibit Description Number -------------------------------------------------------------------------------- 99.1 Second Amendment to Asset Sale Agreement, effective as of January 1, 2005, between the Company and certain subsidiaries of Tenet Healthcare Corporation. * 99.2 Third Amendment to Asset Sale Agreement, effective as of March 8, 2005, between the Company and certain subsidiaries of Tenet Healthcare Corporation. * 99.3 Guaranty Agreement, dated as of March 3, 2005, by Orange County Physicians Investment Network, LLC in favor of Medical Provider Financial Corporation II. * 99.4 Guaranty Agreement, dated as of March 3, 2005, by Pacific Coast Holdings Investments, LLC in favor of Medical Provider Financial Corporation II. * 99.5 Subordination Agreement, dated as of March 3, 2005, by and among the Company and its subsidiaries, Pacific Coast Holdings Investments, LLC, and Medical Provider Financial Corporation II. * 99.6 Credit Agreement, dated as of March 3, 2005, by and among the Company and its subsidiaries, Pacific Coast Holdings Investments, LLC and its members, and Medical Provider Financial Corporation II. * 99.7 Form of $50 million acquisition note by the Company and the Subsidiaries. * 99.8 Form of $30 million line of credit note by the Company and the Subsidiaries. * 99.9 Triple Net Hospital and Medical Office Building Lease dated March 3, 2005, as amended by Amendment No. 1 To Triple Net Hospital And Medical Office Building Lease. * 99.10 Press Release issued by the Company on March 8, 2005. * 99.11 Audited financial statements for the acquired assets. * 99.12 Unaudited pro forma financial statements of the Company. * Previously filed. 1 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: Janyuary __ , 2006 INDEX TO EXHIBITS Exhibit Description Number -------------------------------------------------------------------------------- 99.1 Second Amendment to Asset Sale Agreement, effective as of January 1, 2005, between the Company and certain subsidiaries of Tenet Healthcare Corporation. * 99.2 Third Amendment to Asset Sale Agreement, effective as of March 8, 2005, between the Company and certain subsidiaries of Tenet Healthcare Corporation. * 99.3 Guaranty Agreement, dated as of March 3, 2005, by Orange County Physicians Investment Network, LLC in favor of Medical Provider Financial Corporation II. * 99.4 Guaranty Agreement, dated as of March 3, 2005, by Pacific Coast Holdings Investments, LLC in favor of Medical Provider Financial Corporation II. * 99.5 Subordination Agreement, dated as of March 3, 2005, by and among the Company and its subsidiaries, Pacific Coast Holdings Investments, LLC, and Medical Provider Financial Corporation II. * 99.6 Credit Agreement, dated as of March 3, 2005, by and among the Company and its subsidiaries, Pacific Coast Holdings Investments, LLC and its members, and Medical Provider Financial Corporation II. * 99.7 Form of $50 million acquisition note by the Company and the Subsidiaries. * 99.8 Form of $30 million line of credit note by the Company and the Subsidiaries. * 99.9 Triple Net Hospital and Medical Office Building Lease dated March 3, 2005, as amended by Amendment No. 1 To Triple Net Hospital And Medical Office Building Lease. * 99.10 Press Release issued by the Company on March 8, 2005. * 99.11 Audited financial statements for the acquired assets. * 99.12 Unaudited pro forma financial statements of the Company. * Previously filed. 2