-----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, AVyZJbonVPKlsPfOZxhTGza5eBqSvfr2cK8rjyD908vvapV1Qk5XqYdZn7Ij4A7D bJD1juEXnfDSN4N1aVTg1w== 0000354761-97-000021.txt : 19971006 0000354761-97-000021.hdr.sgml : 19971006 ACCESSION NUMBER: 0000354761-97-000021 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19971003 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL HEALTH AFFILIATES INC CENTRAL INDEX KEY: 0000354761 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 222362097 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-09255 FILM NUMBER: 97690180 BUSINESS ADDRESS: STREET 1: 900 SYLVAN AVE CITY: ENGLEWOOD CLIFFS STATE: NJ ZIP: 07632 BUSINESS PHONE: 2015674600 MAIL ADDRESS: STREET 1: 900 SYLVAN AVENUE CITY: ENGLEWOOD STATE: NJ ZIP: 07632 10-K/A 1 FORM 10-K/A FOR CONTINENTAL HEALTH AFFILIATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (AMENDMENT No. 1) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 1997. Commission file number: 0-11895 CONTINENTAL HEALTH AFFILIATES, INC. (Exact name of registrant as specified in its charter) Delaware 22-2362097 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 910 Sylvan Avenue Englewood Cliffs, N.J. 07632 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (201) 567-4600 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.02 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 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of September 23, 1997 the aggregate market value of the voting stock held by non-affiliates of the registrant was $17,598,098. As of September 23, 1997, 10,127,151 shares of the registrant's common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE: Portions of definitive proxy statement to be filed not later than October 29, 1997. PART IV Item 14. Exhibits, Financial Statements Schedule, and Reports on Form 8-K (a) Documents filed as part of this Report. 1. Financial Statements Listed on Index to Consolidated Financial Statements and Financial Statement Schedule. 2. Financial Statement Schedule Listed on Index to Consolidated Financial Statements and Financial Statement Schedule. 3. The following exhibits are filed with this Report or incorporated by reference: 3(a) Certificate of Incorporation, as amended. (1)(6) 3(b) By-Laws, as amended. (1) 4(a) Specimen of Common Stock Certificate. (1) 4(b) Public Bond Issue Agreement dated as of May 31, 1985 with Banque Gutzwiller, Kurz, Bungener S.A. as representative of a consortium of Swiss financial institutions. (2) 4(c) Indenture dated as of September 4, 1986 relating to 14-1/8% Subordinated Debentures due 1996. (3) 4(d) Supplemental Indenture No. 1 dated as of September 27, 1991. (10) 10(a) Agreement dated July 20, 1987 among Continental Teaneck Realty, Inc., Forest City Residential Development, Inc. and the Company. (4) 10(b) Certificate and Articles of Limited Partnership of CR Teaneck Limited Partnership . (4) 10(c) Lease dated November 28, 1988 between Midlantic National bank, Trustee, and Jayber, Inc. (5) 10(d) Lease dated November 28, 1988 between Midlantic National Bank, Trustee, and Jayber, Inc. (5) 10(e) Lease dated December 28, 1998 between Midlantic National Bank & Trust Company/Florida, Trustee, and P.V.M. Associates, Inc. (5) 10(f) 1989 Key Employees and Key Personnel Stock Option Plan. (6) 10(g) Indenture dated September 1, 1993 between the Company and American Stock Transfer & Trust Company. (7) 10(h) Debenture Purchase Agreement dated September 7, 1993 between the Company and USLIFE Income Fund, Inc. (7) 10(i) Debenture Purchase Agreement dated September 7, 1993 between the Company and The United States Life Insurance Company in the City of New York. (7) 10(j) Option Agreement dated October 13, 1993 between the Company and Carl D. Glickman. (7) 10(k) Bond Purchase Agreement dated October 27, 1993 among the Company, Andrew J. McLaughlin, jr. and Gerald T. McLaughlin. (7) 10(l) Debenture Purchase Agreement dated October 27, 1993 among the Company, Andrew J. McLaughlin, Jr. and Gerald T. McLaughlin. (7) 10(m) Restatement Modification and Extension of Loan Agreement and Note dated as of July 13, 1993 between Barclays Bank, N.A. and the Company. (7) 10(n) Mutual Release dated March 16, 1994 between Barclays Bank, N.A., the Company, Senior Care Foundation and the Company's Subsidiaries. (8) 10(o) Unconditional and Continuing Guaranty dated as of March 16, 1994 from the Company and Continental Norwood, Inc. to Health Care REIT, Inc. (8) 10(p) Mortgage Note dated March 16, 1994 from Senior Care Foundation to Continental Norwood Holdings, Inc. (8) 10(q) Mortgage dated march 16, 1994 from Senior Care of Continental Norwood Holdings, Inc. (8) 10(r) Intercreditor Subordination agreement dated as of March 16,1 994 between Health Care REIT, Inc., Company, Continental Norwood, Inc., and Continental Norwood Holdings, Inc. (8) 10(s) Management Agreement dated as of January 1, 1994 between Senior Care Foundation and Continental Norwood, Inc. (8) 10(t) Distribution Agreement between Infu-Tech, Inc. and Genzyme Corporation dated November 11, 1994. 10(u) Key Employees and Key Personnel Stock Option Plan. 11 Calculation of Earnings Per Share. 13 1994 Annual Report to Stockholders - to be furnished by amendment - that report, except for any portions which are expressly incorporated by reference in this filing, is not to be deemed "filed" as part of this filing. 21 List of Subsidiaries (b) Reports on Form 8-K filed during the quarter ended December 31, 1994. None (c) The exhibits to this Report are listed in item 14(a)3. (d) The financial statement schedule required by Regulation S-X which is excluded from the annual Report to Stockholders by Rule 14a-3(b)(1) is listed in Item 14(a)(2). FOOTNOTES (1) Incorporated by reference to Registration Statement No. 2-81823. (2) Incorporated by reference to Registration Statement No. 33-611 (3) Incorporated by reference to Registration Statement No. 33-6341 (4) Incorporated by reference to Report on Form 10-K for the year ended December 31, 1987. (5) Incorporated by reference to Report on Form 10-K for the year ended December 31, 1988. (6) Incorporated by reference to definitive proxy statement dated July 13, 1989. (7) Incorporated by reference to Registration Statements Nos. 33-74474 and 33-7476. (8) Incorporated by reference to Report on Form 10-K for the year ended December 31, 1993. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Amended Report to be signed on its behalf by the undersigned, thereunto duly authorized. CONTINENTAL HEALTH AFFILIATES, INC. Date: October 3, 1997 By: /S/ S. COLIN NEILL ---------------- Vice President and Chief Financial Officer EX-21 2 LIST OF SUBSIDIARIES CONTINENTAL HEALTH AFFILIATES, INC. AND SUBSIDIARIES Exhibit 21 List of Subsidiaries The following are the subsidiaries of Continental Health Affiliates, Inc. ("Continental" or the "Company"). A) Alternative Care, Inc. (a Massachusetts corporation). B) TNS Nur-Temps, Inc. (a New York corporation). C) Temporary Nursing Services of California, Inc. (a California corporation). D) Temporary Nursing Services of Florida, Inc. (a Florida corporation). E) Temporary Nursing Services of Philadelphia, Inc. (a Pennsylvania corporation). F) Temporary Nursing Services of Kansas, Inc. (a Kansas corporation). G) Temporary Nursing Services of Texas, Inc. (a Texas corporation). H) Infu-Tech, Inc. (a Delaware corporation). 1) Infu-Tech, Inc. (a New Jersey corporation) (formerly Temporary Nursing Services, Inc.). 2) Infu-Tech of Florida, Inc. (a Florida corporation). 3) Infu-Tech of Illinois, Inc. (a Illinois corporation). 4) Infu-Tech of Massachusetts, Inc. (a Massachusetts corporation). 5) Infu-Tech of New York, Inc. (a New York corporation). 6) Infu-Tech of Tennessee, Inc. (a Tennessee corporation). 7) Intrx Medical, Inc. (a New Jersey corporation). I) TNS Nursing Homes, Inc. (a Delaware corporation). 1) Jayber Inc. (a New Jersey corporation). 2) Pompton Avenue Associates, Inc. (a New Jersey corporation). 3) Cape May Care Center, Inc. (a New Jersey corporation). 4) Hilltop Care Center, Inc. (a New Jersey corporation). 5) P.V.M. Associates, Inc. (a Florida corporation). 6) Continental Beachview, Inc. (a New Jersey corporation). 7) Continental Beachview Realty, Inc. (a New Jersey corporation). 8) Continental Norwood, Inc. (a New Jersey corporation). 9) Continental Norwood Holdings, Inc. (a New Jersey corporation). 10) TNS Nursing Homes of Pennsylvania, Inc. (a Pennsylvania corporation). 11) Continental Teaneck Realty, Inc. (a New Jersey corporation). 12) Continental Riverview, Inc. (a New Jersey corporation). J) Continental Media, Inc. (a Delaware corporation). K) Continental Home Care, Inc. (a New Jersey corporation). 1) Marketech, Inc. (a Delaware corporation). L) TNS Certified Home Health Care Corp. (a New York corporation). M) Mid-South Comprehensive Home Health and Hospice, Inc. (a Tennessee corporation). N) Mid-South Staffing Services, Inc. (a Tennessee corporation). O) Continental Florida Management, Inc. (a Delaware corporation). P) TNS Home Life Support Systems, Inc. (a New Jersey corporation). Q) CH Acquisition, Inc. (a Delaware corporation). R) Compremedx Corporation (a Delaware corporation) (formerly Compremedx Cancer Centers Corporation). 1) Medparc Development Corp. (a New Jersey corporation). 2) Compremedx Medical Management, Inc. (a New Jersey corporation). 3) Continental Property Management Corp. (a New Jersey corporation). 4) Continental Nutrition Corp. (an Ohio corporation). 5) Compremedx Case Management, Inc.(a Delaware corporation)(formerly Compremedx, Inc.). 6) Compremedx Rehabilitation Services, Inc. (a New Jersey corporation). S) First American Norwood, Inc. (a New Jersey corporation). T) Cambridge Home Health Care (a Delaware corporation). U) Continental Pharmaceuticals International, Inc. (a Delaware corporation) (formerly known as Continental Sana International, Inc.) V) Continental Pharmaceuticals, Inc. (a Delaware corporation). -----END PRIVACY-ENHANCED MESSAGE-----