-----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, JDTBI4vhmGGEgzrveO3f2VjZ2Uw0nkwTIFpNJ5+Xj17T0ugu0A3rVj0aBTrt6l96 4JsTA6ICSamdmM5SxZ//ig== 0000908634-96-000200.txt : 19960730 0000908634-96-000200.hdr.sgml : 19960730 ACCESSION NUMBER: 0000908634-96-000200 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960729 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960729 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANGER ORTHOPEDIC GROUP INC CENTRAL INDEX KEY: 0000722723 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 840904275 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10670 FILM NUMBER: 96600039 BUSINESS ADDRESS: STREET 1: 7700 OLD GEORGETOWN RD 2ND FL CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019860701 MAIL ADDRESS: STREET 2: 7700 OLD GEORGETOWN RD 2ND FL CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: SEQUEL CORP DATE OF NAME CHANGE: 19890814 FORMER COMPANY: FORMER CONFORMED NAME: CELLTECH COMMUNICATIONS INC DATE OF NAME CHANGE: 19860304 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 1996 HANGER ORTHOPEDIC GROUP, INC. (Exact name of Registrant as specified in its charter) DELAWARE 1-10670 84-099004275 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 7700 OLD GEORGETOWN ROAD BETHESDA, MARYLAND 20814 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (301) 986-0701 NOT APPLICABLE (Former name or former address, if changed since last report) ITEM 5 OTHER EVENTS On July 29, 1996, Hanger Orthopedic Group, Inc. ("Hanger") announced that it had entered into an Agreement and Plan of Merger, dated as of July 29, 1996, among Hanger, JEH Acquisition Corporation ("Acquisition") and J.E.Hanger, Inc. of Georgia ("JEH"). The Agreement provides for the proposed merger of Acquisition, which is a wholly-owned subsidiary of Hanger, with and into JEH, which is a privately held corporation, as a result of which JEH will become a wholly-owned subsidiary of Hanger. Pursuant to the Agreement, it is proposed that Hanger will acquire all of JEH's outstanding shares in exchange for cash in the amount of $44 million and one million shares of Hanger common stock. The proposed cash payment is subject to adjustment based on certain financial and tax liability matters at the time of the closing, which is expected to occur in the fall of 1996. Consummation of the proposed merger is subject to numerous conditions, including the satisfactory completion of due diligence activities and the finalization of financing arrangements by Hanger, as well as approval by JEH's shareholders and other conditions customary in merger transactions. Filed as an exhibit hereto is a copy of the press release issued by Hanger today announcing that the Agreement has been entered into. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) and (b) Not applicable. (c) EXHIBITS The following exhibit is filed herewith: Exhibit No. Document ---------- -------- 99 Press Release, dated July 29, 1996, issued by Hanger Orthopedic Group, Inc. 2 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 thereunto duly authorized. HANGER ORTHOPEDIC GROUP, INC. (Registrant) Dated: July 29, 1996 By:/s/RICHARD A. STEIN ------------------- Richard A. Stein Vice President-Finance, Treasurer and Secretary K: 228054\AHB\FORM8-K.DOC 3 EX-99 2 EXHIBIT 99 PRESS RELEASE HANGER ORTHOPEDIC GROUP, INC. AND J.E. HANGER, INC. OF GEORGIA ENTER INTO MERGER AGREEMENT THAT UPON CONSUMMATION WILL CREATE THE LARGEST 0&P PRACTICE MANAGEMENT COMPANY IN THE WORLD BETHESDA, MARYLAND AND ALPHARETTA, GEORGIA, July 29, 1996 - Hanger Orthopedic Group, Inc. (AMEX symbol: HGR). Hanger Orthopedic Group, Inc. ("Hanger") and J.E. Hanger, Inc. of Georgia ("JEH") today announced that the corporations entered into a merger agreement that upon consummation will create the world's largest O&P practice management company with combined revenues in excess of $110 million. The acquisition of JEH by Hanger calls for a transaction expected to be consummated in the fall of 1996. The merger agreement provides for Hanger's acquisition of all of JEH's outstanding shares in exchange for cash in the amount of $44 million and one million Hanger shares of common stock. Based on the current market value of Hanger's shares, the total purchase price would be $49,000,000. The cash payment is subject to adjustment based on certain financial and tax liability matters at the time of the closing. Consummation of the merger is subject to numerous conditions, including the satisfactory completion of due diligence activities and the finalization of financing arrangements by Hanger, as well as approval by JEH's shareholders and other conditions customary in a merger. Headquartered in Bethesda, Maryland, Hanger is the only national public company specializing exclusively in practice management for orthotics and prosthetics, providing orthotic and prosthetic services in 81 patient care centers located in 23 states and the District of Columbia. JEH, headquartered in Alpharetta, Georgia, is a private company that provides orthotic and prosthetic services in 93 patient care centers in 15 states. Of JEH's patient care centers, only 6 operate in cities also served by Hanger patient care centers. JEH is the largest distributor of prosthetic and orthotic supplies and components in the country and with the addition of Hanger's O&P Express distribution warehouse, the combined companies will have six strategically placed distribution points throughout the United States. In addition to the combined domestic presence, Hanger has recently been active in the European market creating the platform for a world-wide company. Hanger is also engaged in the manufacture and distribution of components and finished patient care products to the orthotic and prosthetic industry and through its OPNET program, provides orthotic and prosthetic services to over 160 managed care programs. Ivan R. Sabel, Chairman and Chief Executive Officer of Hanger stated, "When the proposed merger is consummated, the combined companies will create a synergy that, when coupled with its OPNET independent network, will result in a company that will provide the most comprehensive orthotic and prosthetic services today." H.E. (Ted) Thranhardt, President of JEH stated, "The merger with Hanger was the next step in the evolution of our company assuring the high quality and continuity of care in a changing healthcare environment." Both corporations trace their origins to James Edward Hanger, the first amputee of the American Civil War, who was instrumental in the early manufacture of artificial limbs for wounded war veterans. K: 228054\AHB\JHANGER -----END PRIVACY-ENHANCED MESSAGE-----