-----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, BDYWlIJqnDdCCaMRRLX30bu7cnATDlfaEzk/BxlUX6HVLqy40F135wS0dxZu/lLw hnhGDg1AWK+hJsrRrPargw== 0001047469-98-014958.txt : 19980415 0001047469-98-014958.hdr.sgml : 19980415 ACCESSION NUMBER: 0001047469-98-014958 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980414 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980414 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: IN HOME HEALTH INC /MN/ CENTRAL INDEX KEY: 0000818645 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 411458213 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-17490 FILM NUMBER: 98593358 BUSINESS ADDRESS: STREET 1: 601 LAKESHORE PKWY STE 500 STREET 2: CARLSON CENTER CITY: MINNETONKA STATE: MN ZIP: 55343-3837 BUSINESS PHONE: 6124497500 MAIL ADDRESS: STREET 1: 601 LAKESHORE PKWY STREET 2: STE 500 CITY: MINNETONKA STATE: MN ZIP: 55305 FORMER COMPANY: FORMER CONFORMED NAME: IN HOME HEALTH INC DATE OF NAME CHANGE: 19880803 8-K 1 FORM 8-K 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) APRIL 14, 1998 IN HOME HEALTH, INC. (Exact name of registrant as specified in its charter) MINNESOTA 33-17228C 41-1458213 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) CARLSON CENTER, SUITE 500 601 CARLSON PARKWAY MINNETONKA, MINNESOTA 55305-5214 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (612) 449-7500 Item 5. Other Events On April 13, 1998 the Registrant entered into a Preferred Stock Modification Agreement with ManorCare Health Services, Inc. ("ManorCare") the holder of all 200,000 outstanding shares of the Registrant's Series A Preferred Stock. Under the Agreement, ManorCare agreed, with respect to 70,000 shares (the "Modified Shares") of the Series A Preferred Stock, to waive the right to give notice on or after October 24, 2000 requiring the Registrant to redeem the Modified Shares. ManorCare also agreed that any transferee of the Modified Shares would be required to agree to the same limitation. The effect of the Agreement is to permit the Registrant to present the Modified Shares in the Shareholders' Equity portion of its balance sheet, while the remainder of the Preferred Stock continues to be presented as a "mezzanine item" between the Liabilities and Shareholders' Equity sections of the balance sheet. The reason for the Agreement is to allow the Registrant to meet the requirements for continued listing of its common stock on the NASDAQ National Market. The Registrant has also provided an undertaking to the NASDAQ Stock Market, Inc. ("NASDAQ') that the Registrant will not voluntarily redeem any of its Preferred Stock if the redemption would cause the Registrant's net tangible assists, as defined by NASDAQ, to be less than $5,000,000, unless NASDAQ otherwise consents. Based on the Agreement and the undertaking described above, the Registrant believes that its common stock will continue to be listed for trading on the NASDAQ National Market. Item 7. Financial Statements and Exhibits. (b) Pro forma financial information Attached as an exhibit to the Form 8-K is an unaudited balance sheet of the Registrant as of February 28, 1998 which includes pro forma disclosure of the effect of the above referenced Agreement. (c) Exhibits 4.1 Preferred Stock Modification Agreement 4.2 Secretary's Certificate as of resolutions of Registrant's Board of Directors 99.1 Registrant's Balance Sheet as of February 28, 1998 SIGNATURES Pursuant to the requirement 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. DATED: April 14, 1998 IN HOME HEALTH, INC. by /s/ Wolfgang von Maack ---------------------- Wolfgang von Maack Chief Executive Officer and President EX-4.1 2 EXHIBIT 4.1 PREFERRED STOCK MODIFICATION AGREEMENT THIS PREFERRED STOCK MODIFICATION AGREEMENT is made this 13th day of April, 1998 by and between In Home Health, Inc., a Minnesota corporation ("In Home") and ManorCare Health Services, Inc., a Delaware corporation ("ManorCare"). WHEREAS, ManorCare holds all the outstanding shares of In Home's Series A Preferred Stock (the "Preferred Stock"), which consists of 200,000 shares of the Preferred Stock; WHEREAS, under Section 402 of the Certificate of Designation governing the Preferred Stock, ManorCare has the right to require the Company to redeem the Preferred Stock on or after October 24, 2000; WHEREAS, In Home and ManorCare have agreed that ManorCare will irrevocably waive its rights under Section 402 of the Certificate of Designation; WHEREAS, ManorCare will benefit from entering into this Agreement, in that the modification provided herein will facilitate In Home maintaining the listing of its common stock on the NASDAQ National Market, and ManorCare is currently the largest holder of In Home common stock; NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. REPRESENTATION BY MANORCARE. ManorCare hereby represents and warrants to In Home that it is the sole owner of the Preferred Stock, that the Preferred Stock is not subject to any encumbrances created by ManorCare or rights of any third parties, and that ManorCare has full power and authority to enter into this Agreement. 2. WAIVER. ManorCare hereby agrees that, with respect to 70,000 shares of the Preferred Stock (the "Modified Shares"), it shall not hereafter exercise its right under Section 402 of the Certificate of Designation to require In Home after October 24, 2000 to redeem those 70,000 shares. ManorCare agrees that this agreement and waiver shall be made binding upon any transferee of any of the Modified Shares as a condition to any transfer thereof. 3. STOCK CERTIFICATE LEGEND. The single Stock Certificate P-1 which currently evidences all 200,000 shares of the Preferred Stock shall be reissued in the form of at least two stock certificates, one for the Modified Shares, and one or more certificates for the other shares of the Preferred Stock. Each stock certificate which hereafter evidences any Modified Shares shall bear a legend stating as follows: "The shares evidenced by this Certificate are subject to a Preferred Stock Modification Agreement between the issuer and the original holder of these shares under which the holder's and any subsequent transferee's right under Section 402 of the Certificate of Designation governing these shares to require the issuer to redeem these shares after October 24, 2000 has been waived. Any transfer of these shares, whether or not for value, is subject to the condition that the transferee agrees to be bound by such waiver. A copy of the Preferred Stock Modification Agreement is available upon request from the issuer." 4. CONSENT. In connection with this Agreement In Home's Board of Directors has adopted a resolution which, in substance provided that In Home will not redeem any shares of its capital stock from ManorCare if such redemption would cause In Home's net tangible assets, as defined by The NASDAQ Stock Market Inc., to be less than $5,000,000. ManorCare consents to the adoption of that resolution by In Home. 5. HEADINGS. The section headings herein are for convenience only and shall not affect the construction of this Agreement. 6. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties concerning the subject matter. No provision of this Agreement shall be modified or waived other than by a written agreement signed by both of the parties to this Agreement. 7. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. 8. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Minnesota, without regard to principles of conflicts of laws. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. IN HOME HEALTH, INC. MANORCARE HEALTH SERVICES, INC. By By ------------------------------- ---------------------------------- Its Its ------------------------------- ---------------------------------- EX-4.2 3 EXHIBIT 4.2 SECRETARY'S CERTIFICATE I, Thomas R. Gross, do hereby certify that I am the Secretary of In Home Health, Inc., a Minnesota corporation (the "Company"), and I further certify that at a meeting of the Company's Board of Directors held telephonically on October 10, 1998 at which a quorum was at all times present, the following resolutions were duly adopted by the Company's Board of Directors and remains in full force and effect as of the date hereof: RESOLVED FURTHER, that the Company hereby undertakes and commits to The NASDAQ National Market, Inc. ("NASDAQ") that the Company will not redeem any of the Company's Preferred Stock if the redemption would cause the Company to have tangible net assets, as defined by NASDAQ, to be less than $5,000,000, unless NASDAQ otherwise consents; RESOLVED FURTHER, that the Secretary is authorized and directed to provide a Secretary's Certificate as to the preceding resolution to NASDAQ; In Witness Whereof, I have executed this Secretary's Certificate this 13th day of April, 1998. ------------------------------------ Thomas R. Gross, Secretary EX-99.1 4 EXHIBIT 99.1 IN HOME HEALTH, INC. CONSOLIDATED BALANCE SHEETS (DOLLARS AND SHARES IN THOUSANDS) ASSETS
Proforma Feb. 28, 1998 Feb. 28, 1998 (Unaudited) (Unaudited) ----------- -------------- Current Assets: Cash and cash equivalents $20,483 $20,483 Accounts receivable, net of allowance of $2,008 13,547 13,547 Prepaid income tax 254 254 Deferred income tax 1,540 1,540 Prepaid expenses and other current assets 768 768 ------- ------- Total current assets 36,592 36,592 Property: Furniture and equipment 9,165 9,165 Computer equipment and software 7,460 7,460 Leasehold improvements 616 616 ------- ------- Total 17,241 17,241 Accumulated depreciation (11,100) (11,100) ------- ------- Property - net 6,141 6,141 Other Assets: Accounts receivable, long-term 2,890 2,890 Goodwill, net 5,366 5,366 Other assets 452 452 ------- ------- Total other assets 8,708 8,708 ------- ------- Total Assets $51,441 $51,441 ------- ------- ------- -------
IN HOME HEALTH, INC. CONSOLIDATED BALANCE SHEETS (CONTINUED) (DOLLARS AND SHARES IN THOUSANDS) LIABILITIES AND SHAREHOLDERS' EQUITY
Proforma Feb. 28, 1998 Feb. 28, 1998 (Unaudited) (Unaudited) ----------- -------------- Current Liabilities: Current maturities of long-term debt $ 517 $ 517 Accounts payable 7,219 7,219 Accounts payable - related party 49 49 Accrued liabilities: Third party 7,447 7,447 Compensation 3,249 3,249 Insurance 5,967 5,967 Restructuring 982 982 Other 777 777 ------- ------- Total current liabilities 26,207 26,207 ------- ------- Long-Term Debt 87 87 Deferred Revenue 223 223 Deferred Rent Payable 228 228 Deferred Income Tax 1,643 1,643 Redeemable Convertible Preferred Stock - $1.00 par value, $20,000 redemption value, 19,185 - authorized 200 shares; issued and outstanding February 28 - 200 shares $1.00 par value, $13,000 redemption value, - 12,470 authorized 130 shares; issued and outstanding February 28 Proforma - 130 shares Shareholders' Equity: Redeemable Convertible Preferred Stock - $1.00 par value, $7,000 redemption value, - 7,000 authorized 70 shares; issued and outstanding February 28 Proforma - 70 shares Preferred stock - authorized 800 shares - - Common stock - $.01 par value: 164 164 authorized - 40,000 shares; issued and outstanding - February 28 - 16,399 shares; February 28 Proforma - 16,399 shares Additional paid-in capital 23,661 23,661 Retained earnings (deficit) (19,957) (20,242) ------- ------- Total shareholders' equity 3,868 10,583 ------- ------- Total Liabilities and Shareholders' Equity $51,441 $51,441 ------- ------- ------- -------
SEE NOTE TO PROFORMA BALANCE SHEET. NOTE TO PRO FORMA BALANCE SHEET On April 13, 1998, In Home Health, Inc. and ManorCare Health Services, Inc. entered into an agreement to modify the redemption terms of 70,000 shares of In Home Health's Series A Preferred Stock. Pursuant to the modification, these shares are redeemable only at the option of In Home Health. There are no other changes in the terms of the 70,000 shares, and no changes in the remaining 130,000 shares of In Home Health's Series A Preferred Stock. The pro forma balance sheet as of February 28, 1998 gives effect to the change in the redemption feature by including 70,000 shares of In Home Health's Series A Preferred Stock within shareholder's equity, and recording the amortization of the discount relating to these shares as a reduction of retained earnings. -----END PRIVACY-ENHANCED MESSAGE-----