-----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, CYUGWLj1MnTtJVURhmSghXbCcFczH8BVcFChYBJ9jRd8/nHrlA21i8PTRwfTbTj2 jVAoKNh0YZyXjSbmFACSUQ== 0000950129-01-501141.txt : 20010604 0000950129-01-501141.hdr.sgml : 20010604 ACCESSION NUMBER: 0000950129-01-501141 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010525 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARACELSUS HEALTHCARE CORP CENTRAL INDEX KEY: 0000758722 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 953565943 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12055 FILM NUMBER: 1652656 BUSINESS ADDRESS: STREET 1: 515 W GREENS RD STREET 2: STE 800 CITY: HOUSTON STATE: TX ZIP: 77067 BUSINESS PHONE: 2817745100 MAIL ADDRESS: STREET 1: 515 W GREENS RD STREET 2: STE 800 CITY: HOUSTON STATE: TX ZIP: 77067 8-K 1 h88074e8-k.txt PARACELSUS HEALTHCARE CORPORATION - 5/25/01 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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): May 25, 2001 Commission file number 001-12055 PARACELSUS HEALTHCARE CORPORATION (Exact name of registrant as specified in its charter) CALIFORNIA 95-3565943 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 515 W. Greens Road, Suite 500, Houston, Texas (Address of principal executive offices) 77067 (281) 774-5100 (Zip Code) (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS Paracelsus Healthcare Corporation announced today that it has received oral confirmation from the United States Bankruptcy Court in Houston, Texas of its Chapter 11 Amended Plan of Reorganization and approval of the terms of its previously announced $5.5 million settlement of government claims. The plan of reorganization will become effective after entry of the final order by the court, expiration of the normal 10 day appeal period, and satisfaction of various conditions precedent to effectiveness contained in the Plan, ("Effective Date"), which the Company expects to occur in the next few weeks. The confirmed reorganization plan provides, among other things, that all principal and interest outstanding on the 10% Senior Subordinated Notes and all allowed general unsecured claims will be exchanged for a combination of cash, new debt and new common stock of reorganized Paracelsus, which will reincorporate in Delaware and change its corporate name to Clarent Hospital Corporation. Upon the Effective Date of the Amended Plan, the shares of the Company's common stock held by existing equity holders will be canceled and rendered null and void. The former equity holders will neither receive nor retain any interest in the Company under the approved plan. The 6.51% Subordinated Note and interest outstanding will be deemed to be exchanged for existing equity, which will be concurrently eliminated under the Amended Plan. The complete Amended Plan of Reorganization is on file with the United States Bankruptcy Court. The Company has retained an investment banking firm to review its strategic alternatives following emergence from Chapter 11 bankruptcy protection. The investment banking firm is in the preliminary stage of its work, and the Company cannot predict the timing or ultimate outcome of this initiative. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit 99.2 Press Release dated May 31, 2001 issued by the Paracelsus Healthcare Corporation. 3 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. Paracelsus Healthcare Corporation (Registrant) Dated: June 1, 2001 By: /s/ Lawrence A. Humphrey ---------------------------------- Lawrence A. Humphrey Executive Vice President, & Chief Financial Officer 4 EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 99.2 Press Release dated May 31, 2001 issued by the Paracelsus Healthcare Corporation. EX-99.2 2 h88074ex99-2.txt PRESS RELEASE DATED 5/25/01 1 EXHIBIT 99.2 FOR IMMEDIATE RELEASE CONTACT: DEBORAH H. FRANKOVICH SENIOR VICE PRESIDENT AND TREASURER (281) 774-5166 PARACELSUS HEALTHCARE CORPORATION AMENDED PLAN OF REORGANIZATION CONFIRMED TERMS OF GOVERNMENT SETTLEMENT APPROVED CORPORATE NAME CHANGING TO CLARENT HOSPITAL CORPORATION HOUSTON, Texas, May 31, 2001 - Paracelsus Healthcare Corporation (OTC Bulletin Board: PLHCQ) announced today that it has received oral confirmation from the United States Bankruptcy Court in Houston, Texas of its Chapter 11 Amended Plan of Reorganization and approval of the terms of its previously announced $5.5 million settlement of government claims. The plan of reorganization will become effective after entry of the final order by the court, expiration of the normal 10 day appeal period, and satisfaction of various conditions precedent to effectiveness contained in the Plan, ("Effective Date"), which the Company expects to occur in the next few weeks. The confirmed reorganization plan provides, among other things, that all principal and interest outstanding on the 10% Senior Subordinated Notes and all allowed general unsecured claims will be exchanged for a combination of cash, new debt and new common stock of reorganized Paracelsus, which will reincorporate in Delaware and change its corporate name to Clarent Hospital Corporation. Upon the Effective Date of the Amended Plan, the shares of the Company's common stock held by existing equity holders will be canceled and rendered null and void. The former equity holders will neither receive nor retain any interest in the Company under the approved plan. The 6.51% Subordinated Note and interest outstanding will be deemed to be exchanged for existing equity, which will be concurrently eliminated under the Amended Plan. The complete Amended Plan of Reorganization is on file with the United States Bankruptcy Court. Robert L. Smith, CEO, said, "The Company is glad to be nearing the end of the bankruptcy restructuring process so we may fully focus our resources on the operations of our hospitals and the profitability of the Company as a whole. This process has been very challenging, and we sincerely appreciate the loyal support of our employees, members of our medical staffs, and our vendors who stood by us patiently while we completed the reorganization process." The Company has retained an investment banking firm to review its strategic alternatives following emergence from Chapter 11 bankruptcy protection. The investment banking firm is in the preliminary stage of its work, and the Company cannot predict the timing or ultimate outcome of this initiative. Paracelsus Healthcare Corporation, a public company currently listed on the OTC Bulletin Board, was founded in 1981 and is headquartered in Houston, Texas. Including a hospital partnership, Paracelsus presently owns the stock of hospital corporations that own or operate 10 hospitals in seven states with a total of 1,287 beds. Additional Company information may be accessed through http://www.prnewswire.com under the Company's name. 2 Certain statements contained herein are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risks and uncertainties. All statements regarding the Company's expected future financial position, results of operations, cash flows, liquidity, financing plans, business strategy, budgets, projected costs and capital expenditures, competitive position, growth opportunities, plans and objectives of management for future operations and words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may" and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and stockholders must recognize that actual results may differ materially from the Company's expectations as a result of a variety of factors, including, without limitation, those discussed below. o Factors which may cause the Company's actual results in future periods to differ materially from forecast results include, but are not limited to: (i) the Company's ability to comply with the terms of the subsidiary level credit facility; (ii) the Company's inability to access capital markets given the Company's current financial condition; (iii) the excessive amount of time and effort that the Company's senior management must devote to dealing with the Company's financial condition thereby reducing time spent directly on the operations of its businesses; (iv) the Company may be unable to retain top management and other key personnel, including physicians; (v) competition, including the impact of a new competing hospital opened in November 2000 in the Fargo, North Dakota market, and general economic, demographic and business conditions, both nationally and in the regions in which the Company operates; (vi) existing government regulations and changes in legislative proposals for healthcare reform, including changes in Medicare and Medicaid reimbursement levels; (vii) the ability to enter into managed care provider arrangements on acceptable terms; (viii) liabilities and other claims asserted against the Company; (ix) the loss of any significant customer, including but not limited to managed care contracts; (x) the Company's ability to achieve profitable operations after the confirmation of the Plan of Reorganization, as amended; (xi) the Company's ability to generate sufficient cash from operations to meet its obligations; and (xii) the Company's ability to comply with the terms of the corporate integrity agreement. The Company is generally not required to, and does not undertake to, update or revise its forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----