-----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, kuCUdfk8optfirpJEn9617XNEfd/Ia5cAyg0dZ6lD4HvA49oYOPbLWHWfWs9q1c/ tzjIDX/uOmOi8KnCyABO1w== 0000912057-95-005634.txt : 19950726 0000912057-95-005634.hdr.sgml : 19950726 ACCESSION NUMBER: 0000912057-95-005634 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950710 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950725 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL MEDICAL SYSTEMS INC /DE/ CENTRAL INDEX KEY: 0000802284 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 510287965 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15088 FILM NUMBER: 95555893 BUSINESS ADDRESS: STREET 1: 600 WILSON LN STREET 2: P O BOX 715 CITY: MECHANICSBURG STATE: PA ZIP: 17055 BUSINESS PHONE: 7177908300 8-K 1 FORM 8K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ 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): July 10, 1995 ______________________________________________________________________________ CONTINENTAL MEDICAL SYSTEMS, INC. (Exact name of registrant as specified in its charter) ______________________________________________________________________________ DELAWARE 0-15088 51-027965 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) ______________________________________________________________________________ 600 WILSON LANE, P.O. BOX 715, MECHANICSBURG, PA 17055 (Address of principal executive offices) (Zip Code) ______________________________________________________________________________ Registrant's telephone number, including area code: (717) 790-8300 ITEM 1. CHANGES IN CONTROL OF REGISTRANT. Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of May 23, 1995 (the "Merger Agreement"), by and among Horizon Healthcare Corporation ("Horizon"), CMS Merger Corporation, a wholly owned subsidiary of Horizon ("Merger Sub"), and Continental Medical Systems, Inc. ("CMS"), Merger Sub was merged with and into CMS on July 10, 1995 (the "Merger"). As a result of the Merger, each outstanding share of CMS Common Stock, par value $.01 per share, was converted into .5397 of one share of Horizon Common Stock, par value $.001 per share, and CMS became a wholly owned subsidiary of Horizon. In connection with the Merger, Horizon changed its name to Horizon/CMS Healthcare Corporation. For additional information regarding the Merger and the Merger Agreement, see the Joint Proxy Statement/Prospectus of Horizon and CMS dated June 6, 1995 and the Joint Proxy Statement/Prospectus Supplement of June 21, 1995, which are incorporated herein by reference. The Merger Agreement and press release announcing the consummation of the Merger are filed as Exhibits 2 and 99 hereto, respectively, and are specifically incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. 2 Amended and Restated Agreement and Plan of Merger, dated as of May 23, 1995, by and among Horizon, Merger Sub and CMS (incorporated by reference to Exhibit 2.3 to Amendment No. 1 to Horizon's Registration Statement on Form S-4 filed June 2, 1995 (Registration No. 33-59561)). 99.1 Joint Proxy Statement/Prospectus of Horizon and CMS dated June 6, 1995 (as supplemented by the Joint Proxy Statement/Prospectus Supplement of June 21, 1995) (incorporated by reference to Horizon's Registration Statement on Form S-4 (Registration No. 33-59561)). 99.2 Press Release of Horizon dated July 10, 1995. -1- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized. CONTINENTAL MEDICAL SYSTEMS, INC. By: /s/ SCOT SAUDER ____________________________________ Name: Scot Sauder Title: Secretary and General Counsel Dated: July 25, 1995 -2- EXHIBIT INDEX
EXHIBIT SEQUENTIAL NUMBER DESCRIPTION OF EXHIBITS PAGE NUMBER - ------ ----------------------- ------------ 2 Amended and Restated Agreement and Plan of Merger, dated as of May 23, 1995, by and among Horizon Healthcare Corporation, CMS Merger Corporation and Continental Medical Systems, Inc. 99.1 Joint Proxy Statement/Prospectus of Horizon and CMS dated June 6, 1995 (as supplemented by the Joint Proxy Statement/Prospectus Supplement of June 21, 1995) (incorporated by reference to Horizon's Registration Statement on Form S-4 (Registration No. 33-59561)). 99.2 Press Release of Horizon/CMS Healthcare Corporation dated July 10, 1995.
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EX-99.2 2 EXHIBIT 99.2 HORIZON LOGO HORIZON HEALTHCARE CORP. AND CONTINENTAL MEDICAL SYSTEMS INC. STOCKHOLDERS EACH APPROVE MERGER TRANSACTION ALBUQUERQUE, N.M. and MECHANICSBURG, Pa., July 6 /PRNewswire/ -- At Horizon Healthcare Corp.'s (NYSE: HHC) and Continental Medical Systems Inc.'s (NYSE: CNM) respective special stockholder meetings today, stockholders of each company approved the previously announced merger. In the merger, each share of Continental Medical Systems Inc. will be converted into .5397 of a share of Horizon common stock. Horizon anticipates that the merger will be completed in the near future. The combined company will be known as Horizon/CMS Healthcare Corp. Commenting on the merger vote, Neal Elliott, Horizon's chairman and CEO noted, "We are very pleased with the vote and very excited about the merger, which represents a significant growth opportunity for our company. The merger will create one of the largest post-acute networks in the United States. The ability to deliver a full continuum of lower cost post-acute health care services in several markets will provide a competitive advantage and positions the company for a more cost conscious health care market in the future. We also plan to expand Horizon's specialty services and programs into the CMS markets." The merger will add 37 rehabilitation hospitals in 14 states with 2,515 beds, outpatient rehabilitation services at more than 130 locations, 13 in-patient rehabilitation units, and contract therapy services in more than 30 states serving more than 2,400 facilities with over 4,000 therapists. The merger will expand the number of facilities operated by Horizon to 167 with 18,972 beds. -more- When the merger is completed, Horizon/CMS Healthcare Corp. headquartered in Albuquerque, will be one of the nation's largest diversified health care providers of acute rehabilitation services, long-term nursing care and contract therapy services. Additionally, the company will provide an extensive array of specialty healthcare services including subacute care, pharmacy services, rehabilitation therapies, clinical laboratory services, physician placement and management services, medical and sleep diagnostic services, home respiratory care services and Alzheimer's care. Horizon/CMS Healthcare Corp. will operate thirty-seven acute rehabilitation hospitals and 125 long-term care centers totaling 18,972 beds. The company also will provide subacute care through 25 specialty hospitals and specialty subacute care units; and out-patient rehabilitation services at more than 130 locations. In addition, the company will provide contract therapy services in 31 states and institutional pharmacy services in 16 states. -0- 7/6/95 /NOTE TO EDITORS: Horizon Health Care press releases are available at no charge through PR Newswire's Company News On-Call fax service. For a menu of available Horizon Health Care press releases or to retrieve a specific release, call 800-758-5804, ext. 418784./ /CONTACT: Michael H. Seeliger of Horizon Healthcare, 505-881-4961; or Warren H. McInteer of Continental Medical Systems, 717-790-8300/ (HHC CNM) -0-
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