-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, smUyoisslv1ZNaBJoqcG7nqXkbPZdl8z9T+H6Af8GvNjFO1f94ASiLmMZfgqzMHW tIOdCoPiVghoHDL2TGV/VQ== 0000276477-95-000029.txt : 19950814 0000276477-95-000029.hdr.sgml : 19950814 ACCESSION NUMBER: 0000276477-95-000029 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941130 FILED AS OF DATE: 19950811 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HILLHAVEN CORP CENTRAL INDEX KEY: 0000276477 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 911459952 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10426 FILM NUMBER: 95561592 BUSINESS ADDRESS: STREET 1: 1148 BROADWAY PLZ CITY: TACOMA STATE: WA ZIP: 98402 BUSINESS PHONE: 2065724901 FORMER COMPANY: FORMER CONFORMED NAME: MERIT CORP DATE OF NAME CHANGE: 19600201 10-Q/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q\A AMENDMENT NO. 1 (MARK ONE) X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 30, 1994. OR Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number 1-10426 THE HILLHAVEN CORPORATION (Exact name of registrant as specified in its charter) FOR THE QUARTER ENDED NOVEMBER 30, 1994 Nevada 91-1459952 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1148 Broadway Plaza Tacoma, WA 98402 (Address of principal executive offices) (206) 572-4901 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes X No The number of shares of Common Stock, par value $.75 per share, outstanding on January 1, 1995: 28,624,463. THE HILLHAVEN CORPORATION INDEX PART I. FINANCIAL INFORMATION Page No. Item 1. Financial Statements: Consolidated Balance Sheets as of November 30, 1994 and May 31, 1994 1 Consolidated Statements of Income for the Three Months and Six Months Ended November 30, 1994 and 1993 3 Consolidated Statements of Cash Flows for the Six Months Ended November 30, 1994 and 1993 5 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION Item 1. Legal Proceedings 15 Item 6. Exhibits and Reports on Form 8-K 15 Signature 16 NOTE: Items 2 - 5 of Part II are omitted because they are not applicable. THE HILLHAVEN CORPORATION CONSOLIDATED BALANCE SHEETS November 30, 1994 and May 31, 1994 (Unaudited) (In thousands)
November 30, May 31, 1994 1994 (restated) ASSETS Current assets: Cash and cash equivalents $ 43,501 $ 49,888 Accounts and notes receivable, less allowance for doubtful accounts of $11,337 at November 30, 1994 and $10,337 at May 31, 1994 156,656 152,962 Inventories 18,465 20,772 Prepaid expenses and other current assets 38,565 35,011 Total current assets 257,187 258,633 Long-term notes receivable, less allowance for doubtful accounts of $15,334 at November 30, 1994 and $14,608 at May 31, 1994 83,615 84,944 Property and equipment, net 793,135 784,337 Intangible assets, net of accumulated amortization of $21,729 at November 30, 1994 and $19,336 at May 31, 1994 29,892 31,331 Other noncurrent assets, net 38,093 33,248 $ 1,201,922 $ 1,192,493
See accompanying Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations. THE HILLHAVEN CORPORATION CONSOLIDATED BALANCE SHEETS November 30, 1994 and May 31, 1994 (Unaudited) (In thousands, except share information)
November 30, May 31, 1994 1994 (restated) LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 38,234 $ 46,389 Accounts payable 51,268 65,150 Employee compensation and benefits 59,104 52,444 Other accrued liabilities 49,474 56,977 Total current liabilities 198,080 220,960 Convertible debentures 133,593 134,223 Other long-term debt 444,011 444,812 Other long-term liabilities 33,115 28,751 Stockholders' equity: Series C Preferred Stock, $0.15 par value; 35,000 shares authorized, issued and outstanding (liquidation preference of $35,000) 5 5 Series D Preferred Stock, $0.15 par value; 300,000 shares authorized, 62,388 and 60,546 issued and outstanding at November 30, 1994 and May 31, 1994 (liquidation preference of $62,388) 10 9 Common stock, $0.75 par value; 60,000,000 shares authorized; 28,623,663 and 28,434,756 issued and outstanding at November 30, 1994 and May 31, 1994 21,468 21,326 Additional paid-in capital 336,569 329,537 Retained earnings 40,114 16,081 Unearned compensation (5,043) (3,211) Total stockholders' equity 393,123 363,747 $ 1,201,922 $1,192,493
See accompanying Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations. THE HILLHAVEN CORPORATION CONSOLIDATED STATEMENTS OF INCOME Three Months and Six Months Ended November 30, 1994 and 1993 (Unaudited) (In thousands, except per share)
Three Months Six Months 1994 1993 1994 1993 Net operating revenues $ 392,982 $367,189 $ 775,047 $726,899 Expenses: General and administrative 332,106 315,270 660,321 622,815 Depreciation and amortization 14,261 13,555 28,194 27,181 Rent 13,337 13,847 27,203 27,728 Interest 12,189 13,242 24,556 29,104 Restructuring --- (21,904) --- (20,225) Total expenses 371,893 334,010 740,274 686,603 Operating income 21,089 33,179 34,773 40,296 Interest income 3,093 3,245 6,426 7,135 Income before income taxes and extraordinary charge 24,182 36,424 41,199 47,431 Income tax expense 7,990 10,309 13,613 13,136 Income before extraordinary charge 16,192 26,115 27,586 34,295 Extraordinary charge - early extinguishment of debt, net of income taxes (52) (940) (174) (940) Net income $ 16,140 $ 25,175 $ 27,412 $ 33,355 Income available to common stockholders (net income less preferred stock dividends $ 14,404 $ 22,503 $ 24,033 $ 29,961
See accompanying Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations. THE HILLHAVEN CORPORATION CONSOLIDATED STATEMENTS OF INCOME Three Months and Six Months Ended November 30, 1994 and 1993 (Unaudited) (In thousands, except per share amounts)
Three Months Six Months 1994 1993 1994 1993 Primary income per common share: Income before extraordinary charge $ .50 $ .95 $ .85 $ 1.25 Extraordinary charge --- (.04) (.01) (.04) Net income $ .50 $ .91 $ .84 $ 1.21 Fully diluted income per common share: Income before extraordinary charge $ .44 $ .75 $ .75 $ 1.02 Extraordinary charge --- ( .03) --- ( .03) Net income $ .44 $ .72 $ .75 $ .99 Weighted average common shares and equivalents outstanding: Primary 28,866 24,863 28,747 24,731 Fully diluted 36,891 33,515 36,791 33,505
See accompanying Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations. THE HILLHAVEN CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended November 30, 1994 and 1993 (Unaudited) (In thousands)
1994 1993 Net cash provided by operating activities (including changes in all operating assets and liabilities) $ 52,792 $ 35,976 Cash flows from investing activities: Purchases of property and equipment (24,535) (18,569) Purchase of previously leased nursing centers (3,923) (1,575) Proceeds from sales of property and equipment 4,238 490 Proceeds from collection of notes receivable 2,705 15,908 Investments in joint ventures and partnerships (2,673) (863) Distributions from joint ventures and partnerships 784 1,332 Increase in other noncurrent assets (5,846) (12,647) Net cash used in investing activities (29,250) (15,924) Cash flows from financing activities: Net increase in borrowings under revolving lines of credit 10,000 16,000 Proceeds from long-term debt 6,221 356,035 Payments of principal on long-term debt (31,472) (462,446) Proceeds from sale of preferred stock --- 63,399 Increase in intangible assets (1,604) (14,683) Other, items (13,074) (3,807) Net cash used in financing activities (29,929) (45,502) Net decrease in cash (6,387) (25,450) Cash and cash equivalents at beginning of period 49,888 73,253 Cash and cash equivalents at end of period $ 43,501 $ 47,803
THE HILLHAVEN CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended November 30, 1994 and 1993 (Unaudited) (In thousands)
1994 1993 Supplemental disclosures Cash paid for: Interest $ 25,932 $ 21,118 Income taxes 11,713 6,983 Noncash investing and financing activities: Long-term debt incurred in connection with purchase of previously leased properties --- 13,705 Adjustment to property and equipment and capital lease obligations --- 23,600 Notes receivable issued in connection with sale of nursing centers 500 --- Preferred stock issued to retire debt --- 56,601 Financing for equipment purchases 2,535 ---
See accompanying Notes to Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations. THE HILLHAVEN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands) 1. The unaudited financial information furnished herein, in the opinion of management, reflects all adjustments which are necessary to state fairly the financial position, cash flows and results of operations of The Hillhaven Corporation ("Hillhaven" or "the Company") as of and for the periods indicated. Hillhaven presumes that users of the interim financial information herein have read or have access to the Company's audited financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation, except in regard to material contingencies, may be determined in that context. Accordingly, footnote and other disclosures which would substantially duplicate the disclosures contained in Hillhaven's most recent annual report to stockholders have been omitted. 2. The provision for doubtful accounts and notes receivable is included in general and administrative expenses. Provisions totalled $1,727, $3,300, $1,589 and $2,882 for the three months and six months ended November 30, 1994 and 1993, respectively. 3. On September 30, 1994, the Company sold its 30% ownership interest in a closely-held institutional pharmacy and recognized a pretax gain of $8,077. 4. On October 31, 1994, the Company acquired closely-held CPS Pharmaceutical Services, Inc. (CPS) and Advanced Infusion Systems, Inc. (AIS) in a business combination accounted for as a pooling of interests. CPS and AIS, which provide diversified pharmaceutical and infusion services through locations in Northern California, became part of the Company's Medisave Pharmacies subsidiary through the exchange of 1,262,062 shares of the Company's common stock valued at approximately $29,000. The accompanying financial statements for the three and six months ended November 30, 1994 are presented on the basis that the companies were combined for the entire period, and financial statements of the prior-year periods have been restated to give effect to the combination. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Summarized results of operations of the separate companies for the period from June 1, 1994 through October 31, 1994, the date of acquisition, are as follows:
Hillhaven CPS/AIS Net operating revenues $ 636,305 $ 10,164 Income (loss) before extraordinary item $ 23,790 $ (240) Net income (loss) $ 23,616 $ (240)
Following is a reconciliation of the amounts of net operating revenues and net income previously reported for the three and six months ended November 30, 1993:
Three Six Months Months Net operating revenues: As previously reported $ 361,427 $ 716,241 Acquired companies 5,762 10,658 As restated $ 367,189 $ 726,899 Net income: As previously reported $ 24,872 $ 32,896 Acquired companies 303 459 As restated $ 25,175 $ 33,355
5. On October 28, 1994, the Company restructured its bank financing and increased its available borrowing capacity by $20,000. The amended $320,000 commercial bank facility, with a syndicate of 22 major banks, lowers borrowing costs, extends the term of the agreement to five years, reduces principal repayment requirements and relaxes many covenants. Proceeds and enhanced cash flow from reduced repayment terms will be used to expand subacute programs, repay higher cost debt and fund future acquisition opportunities. 6. The extraordinary charges resulted from the write-off of capitalized financing costs in connection with the refinancing of certain of the Company's industrial revenue bonds and are shown net of the tax effect of $30 and $85 in the three and six months ended November 30, 1994, respectively, and $426 in both the three and six months ended November 30, 1993. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in thousands) The following material should be read in conjunction with the consolidated financial statements of the Company and the related notes thereto. All references in this discussion and analysis to years are to fiscal years of the Company ended May 31 of such year. Acquisitions On October 31, 1994, the Company acquired closely-held CPS Pharmaceutical Services, Inc. (CPS) and Advanced Infusion Systems, Inc. (AIS) in a business combination accounted for as a pooling of interests. CPS and AIS, which provide diversified pharmaceutical and infusion services through locations in Northern California, became part of the Company's Medisave Pharmacies subsidiary (Medisave) through the exchange of 1,262,062 shares of the Company's common stock valued at approximately $29,000. The accompanying financial statements for the three and six months ended November 30, 1994 are presented on the basis that the companies were combined for the entire period, and financial statements of the prior-year periods have been restated to give effect to the combination. See Note 4 of Notes to Consolidated Financial Statements. Results of Operations In the 1995 second quarter, Hillhaven realized earnings of $16,140 compared to $25,175 in the prior-year period. Net income for the six months ended November 30, 1994 and 1993 amounted to $27,412 and $33,355, respectively. Prior-year earnings include a $21,904 credit resulting from the conclusion of the Company's facility disposition program. Net operating revenues were $392,982, $775,047, $367,189 and $726,899 in the three and six months ended November 30, 1994 and 1993, respectively. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) The following table summarizes selected operating statistics:
At November 30, 1994 1993 Nursing Centers Number of nursing centers 272 284 Number of licensed beds 34,186 35,141 Centers managed for others 15 17 Pharmacy Outlets 57 83 Retirement Housing Communities 19 20
The following table identifies the Company's sources of net operating revenues.
Three months ended Six months ended November 30, November 30, 1994 1993 1994 1993 Percentage of net operating revenues: Nursing Centers: Long term care 58.1% 62.2% 58.9% 62.6% Subacute medical and rehabilitation 24.5 19.9 23.7 19.8 Other operating revenues 1.9 2.5 2.2 2.3 Total nursing centers 84.5 84.6 84.8 84.7 Pharmacies 13.3 13.3 13.0 13.2 Retirement Housing 2.2 2.1 2.2 2.1 Total 100.0% 100.0% 100.0% 100.0% Net patient revenues per patient day: Long term care $ 89.58 $ 84.54 $ 88.72 $ 83.91 Subacute medical and rehabilitation $275.43 $243.67 $266.78 $239.96 Combined $112.02 $100.45 $109.78 $ 99.41 Average number of beds available 34,252 35,195 34,247 35,169 Average occupancy 93.0% 93.8% 93.1% 93.6%
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Nursing center net operating revenues, comprised primarily of patient revenues, increased 6.9% and 6.7% in the three and six months ended November 30, 1994 and 1993 to $332,072 and $656,897, respectively, from $310,544 and $615,537 in the same periods in the prior year. Patient revenues are affected by changes in Medicare and Medicaid reimbursement rates, private pay and other rates charged by Hillhaven, occupancy levels, the nature of services provided and the payor mix. Data for nursing center operations with respect to sources of net patient revenues and patient mix by payor type are set forth below. Included in private and other revenues are per diem amounts received from managed care contracts.
Three Months Ended Six Months Ended November 30, November 30, 1994 1993 1994 1993 Net Patient Revenues Medicaid 47.1% 51.6% 47.6% 51.7% Private and other 26.5 26.4 26.8 26.5 Medicare 26.4 22.0 25.6 21.8 Patient Census Medicaid 65.7% 67.6% 65.8% 67.6% Private and other 23.3 23.0 23.4 23.0 Medicare 11.0 9.4 10.8 9.4
In the past year, Hillhaven received rate increases from Medicare and Medicaid and increased its private pay rates. The Company is continuing its strategy of improving its quality mix of private pay and Medicare patients by expanding its subacute medical and rehabilitation programs and services. These higher revenue services include physical, occupational, speech and respiratory therapy and subacute care services, such as stroke therapy and wound care. The Company has increased the number of managed care contracts it maintains with insurance companies and other payors to provide subacute medical and rehabilitation care to their insureds, offering a less expensive alternative to acute care hospitals. The average daily number of managed care patients in Hillhaven's nursing centers, including long term care patients, was approximately 525 in the first six months of 1995 compared to 380 in 1994. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Net operating revenues from pharmacy operations increased to $52,336 and $101,179 in the three and six months ended November 30, 1994, respectively, from $48,743 and $95,819 in the prior-year periods. Revenues for the three and six months ended November 30, 1994 include an $8,077 gain on the sale of a closely-held institutional pharmacy and costs associated with the acquisition of AIS and CPS amounting to $1,038. Institutional revenues accounted for approximately 95% and 91% of pharmacy net operating revenues in the three and six months ended November 30, 1994, respectively, versus 79% and 78% in the same periods in the prior year. The growing contribution from institutional operations reflects the Company's increasing focus on the nursing home market, disposition of retail outlets and continuing pricing pressure in the retail operations. The leases of the remaining 14 Wal-Mart outlets were terminated in the 1995 first quarter. Institutional revenues increased by 29.0% and 22.1% to $49,516 and $91,644 in the three and six months ended November 30, 1994, respectively, from $38,380 and $75,061 in the prior-year periods. These increases are the result of an increase in the number of nursing center beds serviced and higher sales volumes per bed. The increase in per bed sales reflects the Company's strategy of aggressively marketing higher-margin ancillary products and services, such as respiratory and intravenous therapies and enteral and urological supplies. During the quarter Hillhaven announced plans to form the MediLife Pharmacy Network (MediLife), a joint venture between Medisave and Life Care Centers of America (Life Care). Beginning February 1, 1995, MediLife will provide pharmaceutical and consulting services to certain of Life Care's long term and subacute care facilities. Medisave will contribute four of its existing institutional pharmacies to the joint venture and will account for its 50% ownership interest by the equity method. Medisave will receive a management fee for managing MediLife. As a result of it's contribution of four pharmacies to the joint venture, subsequent to February 1, 1995, the Company will report a decrease in pharmacy net operating revenues. However, this transaction is not expected to result in a material decrease in income for the Company for the year ended May 31, 1995. Net operating revenues from retirement housing operations increased to $8,574 and $16,971 in the three and six months ended November 30, 1994 respectively, from $7,902 and $15,543 in the MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) prior-year periods. These increases were due to increases in rates charged. Retirement housing average occupancy was 95.3% in both the three an six months ended November 30, 1994 and 96.7% and 95.6% in the three and six months ended November 30, 1993, respectively. General and administrative expenses of the Company's nursing centers increased by 7.6% and 7.8% in the three and six months ended November 30, 1994 to $288,111 and $569,686, respectively, from $267,797 and $528,252 in the same periods in the prior year. These increases were attributable primarily to the expansion of subacute and medical rehabilitation services, as previously discussed. Labor and related benefits, which represented approximately 77% of nursing centers general and administrative expenses in both the current three-and six-month periods, increased by 6.1% and 6.6% to $220,585 and $437,859 in the three and six months ended November 30, 1994, respectively from $207,994 and $410,866 in the prior-year periods. These increases were the result of an increase in the number of therapists in the Company's nursing centers to accommodate the increase in the number of medically complex patients, as well as general wage rate increases. Hillhaven employed approximately 4,000 therapists at November 30, 1994 compared to 2,900 at November 30, 1993. Nursing wages and benefits, accounting for approximately 52% of total nursing center labor costs in both the three and six months ended November 30, 1994, increased by 2.2% in the 1995 second quarter and by 2.4% in the six months ended November 30, 1994 as compared to the prior-year periods. The increase in the non-labor components of general and administrative expenses, including ancillary supplies, reflects the higher costs associated with caring for higher acuity patients. Nursing center supplies increased by 13.6% and 14.2% to $15,152 and $29,577 in the three and six months ended November 30, 1994, respectively, compared to $13,336 and $25,893 in the prior-year periods. Interest expense decreased by $1,053 to $12,189 in the current quarter and by $4,548 to $24,556 in the current six-month period. This decrease is due to the refinancing of certain of the Company's indebtedness as part of the recapitalization program completed in 1994 as well as the restructuring of the Company's bank financing in October 1994. Cash Flows and Financial Condition Cash provided by operations in the first six months of 1995 amounted to $52,792, compared to $35,976 in the prior year. The increase is due primarily to higher operating income before property-related expenses and fluctuations in current assets and liabilities. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Net cash used in investing activities amounted to $29,250 in the first six months of 1995 compared to $15,924 in the prior-year period. In the prior year, the Company received cash proceeds from unscheduled notes receivable payoffs totalling $14,621. Capital expenditures for routine replacements and refurbishment of facilities and capital additions amounted to $24,535 in the current six-month period compared to $18,569 in the prior year. Net cash used in financing activities decreased to $29,929 from $45,502 in the prior year. During the six months ended November 30, 1993, Hillhaven expended $14,816 for financing costs associated with the recapitalization program. The Company has an $85,000 revolving bank line of credit which had an outstanding balance of $18,000 at November 30, 1994. The Company also has an accounts receivable-backed revolving bank line of credit which provides for borrowings of up to $40,000, all of which was available at November 30, 1994. On October 28, 1994, the Company restructured its bank financing and increased its available borrowing capacity by $20,000. The amended $320,000 commercial bank facility, with a syndicate of 22 major banks, lowers borrowing costs, extends the term of the agreement to five years, reduces principal repayment requirements and relaxes many covenants. Proceeds and enhanced cash flow from reduced repayment terms will be used to expand subacute programs, repay higher-cost debt and fund future acquisition opportunities. Part II. OTHER INFORMATION Item 1 Legal Proceedings On August 22, 1994, the Company was served with a lawsuit in the matter of Nita P. Heckendorn vs. The Hillhaven Corporation et al. Ms. Heckendorn, who joined the Company in 1992, alleged breach of implied employment contract; discharge in violation of public policy (sex and ethnic discrimination); tortious interference with prospective economic advantage; and intentional infliction of emotional distress. The suit sought damages for wages, earnings and other benefits, punitive damages, attorneys' fees and costs of suit. The Company believed that Ms. Heckendorn's claims were without merit. On November 18, 1994, the suit was voluntarily dismissed with prejudice. Neither the Company nor the other named defendants paid any amounts to the plaintiff in connection with this lawsuit. Items 2 - 5 are not applicable. Item 6 Exhibits and Reports on Form 8-K (A) Exhibits: (10) Amendment No. 4 to Credit Agreement, dated as of October 28, 1994, Amending (and Restating) the $360,000,000 Credit Agreement dated as of September 1, 1993. (11) Statement Re: Computation of per share earnings for the three months and six months ended November 30, 1994 and 1993. (27) Financial Data Schedule (included only in the EDGAR filing) (99) Hillhaven press release dated December 21, 1994. (B) Reports filed on Form 8-K A Form 8-K, dated October 11, 1994, was filed during the quarter to disclose an agreement to acquire CPS Pharmaceutical Services, Inc. and Advanced Infusion Systems, Inc. as follows: Part II. OTHER INFORMATION (Continued) On October 11, 1994, The Hillhaven Corporation (the "Company") signed a definitive agreement to acquire, through a share for share exchange, CPS Pharmaceutical Services, Inc. and Advanced Infusion Systems, Inc. The purchase price will be approximately $29 million, consisting of approximately 1.3 million shares of the Company's common stock, subject to certain adjustments. The transaction will be structured as a pooling of interests. No financial statements were filed with the Form 8-K. SIGNATURE 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 thereunto duly authorized. THE HILLHAVEN CORPORATION (Registrant) Date: August 11, 1995 /s/ Michael B. Weitz Michael B. Weitz* Vice President and Principal Accounting Officer * Michael B. Weitz is signing in the dual capacities as i) principal accounting officer, and ii) a duly authorized officer of the Company. EX-27 2
5 This schedule contains summary financial information extracted from The Consolidated Financial Statements of The Hillhaven Corporation at and for the Six Months Ended November 30, 1994 and the related notes thereto and is qualified in its entirety by reference to such financial statements. 1,000 6-MOS MAY-31-1995 NOV-30-1994 43,501 0 167,993 11,337 18,465 257,187 1,033,651 240,516 1,201,922 198,080 577,604 21,468 0 15 371,640 1,201,922 0 775,047 0 657,021 55,397 3,300 24,556 41,199 13,613 27,586 0 174 0 27,412 .84 .75
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