-----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, LMa6BiUqis2UiWRG5YzptxHzAOctteRw1OmIW6olhxw7M54/qWp3VrcPwyodBS53 WHEj4gBZg6tx0Fov/znccA== 0001047469-99-028655.txt : 19990728 0001047469-99-028655.hdr.sgml : 19990728 ACCESSION NUMBER: 0001047469-99-028655 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990727 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: 99670664 BUSINESS ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: CARLSON CENTER SUITE 500 CITY: MINNETONKA STATE: MN ZIP: 55305-5214 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 8-K UNITED STATES 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) JUNE 30, 1999 IN HOME HEALTH, INC. (Exact name of registrant as specified in its charter) MINNESOTA 0-17490 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 1. Changes in Control of Registrant The Registrant is filing this Form 8-K to set forth on the attached exhibit the names and numbers of shares of the Registrant's common stock owned by the Registrant's officers and directors or by persons or entities which, to the Registrant's knowledge, own five percent or more of the Registrant's outstanding common stock, in each case as of June 30, 1999. The Registrant is filing this information in the belief that it will demonstrate that as of the date of this filing the Registrant satisfies the public float requirement for listing its common stock on the NASDAQ National Market. There is no assurance as to such continued listing. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Security Ownership of Certain Beneficial Owners and Management 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. IN HOME HEALTH, INC. Registrant Date: July 27, 1999 /s/ Robert J. Hoffman, Jr. --------------- --------------------------- Robert J. Hoffman, Jr. Chief Financial Officer EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table presents information provided to the Company as to the beneficial ownership of Common Stock as of June 30, 1999 by persons known to the Company to hold 5% or more of such stock and by all current directors and executive officers and all directors and executive officers as a group.
Amount and Nature Name and Address of Beneficial Percent of of Beneficial Owner Ownership Voting Power - ------------------- ------------------ ------------- HCR Manor Care, Inc. (1) 2,250,000 40.9% (2) Heartland Advisors, Inc. (6) 533,333 9.7% R.S. Investment Management Co. L.L.C. (7) 430,734 7.9% Wolfgang von Maack (3)(4) 33,010 (5) * James J. Lynn, Ed.D. (4) 12,004 * Robert J. Hoffman, Jr. (3) 500 * C. Michael Ford (4) 3,000 * Judith Lloyd Storfjell, Ph.D. (4) 434 * All Directors and Executive Officers as a Group (5 persons) 48,948 (5) * - --------------------------
* Less than one percent (1) HCR Manor Care, Inc.'s address is 333 N. Summit St., Toledo, OH 43604 (2) HCR Manor Care, Inc. holds of record 2,250,000 shares of Common Stock and 200,000 shares of Preferred Stock (convertible into 3,333,334 shares of Common Stock). (3) Executive Officer of the Company. (4) Director of the Company. (5) Includes 10,000 shares for Mr. von Maack and All Directors and Executive Officers as a Group which may be acquired pursuant to stock options which are presently exercisable or become exercisable within sixty days of June 30, 1999. (6) Heartland Advisors, Inc.'s address is 790 N. Milwaukee St., Milwaukee, WI 53202. (7) R.S. Investment Management Co. L.L.C.'s address is 555 California St., Suite 2600, San Francisco, CA 94104. As of June 30, 1999, the number of shares outstanding of the Company's common stock was 5,479,736. -----END PRIVACY-ENHANCED MESSAGE-----