-----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, K5KHWv9+tIzT+HwOwY3JO57Dsjc7MaRgjTdS1+cMGilYkNyLhlcxAzqpZxUvtham kUlk5RCmgqB2GzDHrmBS1A== 0000950144-06-005501.txt : 20060531 0000950144-06-005501.hdr.sgml : 20060531 20060531152657 ACCESSION NUMBER: 0000950144-06-005501 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060526 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060531 DATE AS OF CHANGE: 20060531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSYCHIATRIC SOLUTIONS INC CENTRAL INDEX KEY: 0000829608 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 232491707 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20488 FILM NUMBER: 06876872 BUSINESS ADDRESS: STREET 1: 113 SEABOARD LANE STREET 2: SUITE C-100 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 615-312-5700 MAIL ADDRESS: STREET 1: 113 SEABOARD LANE STREET 2: SUITE C-100 CITY: FRANKLIN STATE: TN ZIP: 37067 FORMER COMPANY: FORMER CONFORMED NAME: PMR CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ZARON CAPITAL INC DATE OF NAME CHANGE: 19891116 8-K 1 g01848e8vk.htm PSYCHIATRIC SOLUTIONS, INC. - FORM 8-K PSYCHIATRIC SOLUTIONS, INC. - FORM 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 31, 2006 (May 26, 2006)
 
Psychiatric Solutions, Inc.
(Exact Name of Registrant as Specified in Its Charter)
         
Delaware   0-20488   23-2491707
(State or Other   (Commission File Number)   (IRS Employer
Jurisdiction of Incorporation)       Identification No.)
840 Crescent Centre Drive, Suite 460, Franklin, Tennessee 37067
(Address of Principal Executive Offices)
(615) 312-5700
(Registrant’s Telephone Number, including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
EX-99 PRESS RELEASE 05/30/06

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Item 1.01. Entry into a Material Definitive Agreement.
     On May 26, 2006, Psychiatric Solutions, Inc. (the “Company”) and FHC Health Systems, Inc., a Virginia corporation (“Seller”), entered into a Stock Purchase Agreement (the “Agreement”) pursuant to which the Company has agreed to acquire all of the outstanding capital stock of Alternative Behavioral Services, Inc. (“ABS”), headquartered in Norfolk, Virginia, for a cash purchase price of $250 million. ABS owns and operates through its subsidiaries nine inpatient psychiatric facilities with approximately 1,050 beds. The ABS facilities are located in Virginia, South Carolina, Tennessee, Kentucky, Puerto Rico and the U.S. Virgin Islands. Closing of the transaction is conditioned upon satisfaction of customary closing conditions, including the receipt of all necessary governmental permits and approvals and the expiration or early termination of the Hart-Scott-Rodino Act waiting period. It is anticipated that closing will occur during the third quarter of 2006.
     On May 30, 2006, the Company issued a press release announcing the execution of the Agreement. The press release is filed as Exhibit 99 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
     (d) Exhibits.
     99      Press Release of Psychiatric Solutions, Inc., dated May 30, 2006.

 

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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 hereunto duly authorized.
         
  PSYCHIATRIC SOLUTIONS, INC.
 		  
Date: May 31, 2006  By:   /s/ Christopher L. Howard    
    Christopher L. Howard   
    Executive Vice President, General Counsel
and Secretary 		  

 

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INDEX TO EXHIBITS
         
Exhibit Number   Description of Exhibits
  99    
Press Release of Psychiatric Solutions, Inc., dated May 30, 2006.

 

EX-99 2 g01848exv99.txt EX-99 PRESS RELEASE 05/30/06 Exhibit 99 [PSYCHIATRIC SOLUTIONS, INC. LOGO] CONTACT: Brent Turner Executive Vice President, Finance and Administration (615) 312-5700 PSYCHIATRIC SOLUTIONS ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE 9 INPATIENT PSYCHIATRIC FACILITIES WITH OVER 1,000 BEDS FRANKLIN, Tenn. (May 30, 2006) - Psychiatric Solutions, Inc. ("PSI") (NASDAQ: PSYS) today announced its signing of a definitive agreement to acquire Alternative Behavioral Services, Inc. ("ABS"), headquartered in Norfolk, Virginia, which operates nine inpatient psychiatric facilities with approximately 1,050 beds, for a cash purchase price of $250 million. ABS produced revenue for 2005 of approximately $191 million. The ABS facilities are located in Virginia, South Carolina, Tennessee, Kentucky, Puerto Rico and the U.S. Virgin Islands. PSI expects to realize approximately $44 million in net present value of tax benefits as a result of the parties agreeing to make 338(h)(10) elections. Consummation of the transaction, which is expected to be accretive to PSI's financial results for 2006, is subject to customary closing conditions, including regulatory approvals and clearance under the Hart-Scott-Rodino Act. Joey Jacobs, Chairman, President and Chief Executive Officer of PSI, remarked, "We are very pleased to announce this agreement with ABS, which is a high quality operator of inpatient psychiatric facilities. Consistent with our acquisition criteria, ABS's facilities are leaders in their respective markets and have significant potential for organic growth. As we have demonstrated with previously acquired facilities, we expect that our initiatives to increase revenue in ABS facilities and enhance their efficiency and productivity will drive improved same-facility EBITDA as a percentage of revenue, with a long-term goal of at least 20%. Upon the consummation of this transaction, we look forward to welcoming the outstanding professional staff at ABS to the PSI team. "This transaction further demonstrates the continuing potential we have to acquire attractive inpatient psychiatric facilities in an industry that remains fragmented. With the strong cash flow dynamics of our business and an active pipeline of potential transactions, we expect to continue targeting the acquisition of at least six inpatient psychiatric facilities per year for the foreseeable future." - MORE - PSYS Announces Definitive Agreement Page 2 May 30, 2006 This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements other than those made solely with respect to historical fact and are based on the intent, belief or current expectations of PSI and its management. PSI's business and operations are subject to a variety of risks and uncertainties that might cause actual results to differ materially from those projected by any forward-looking statements. Factors that could cause such differences include, but are not limited to: (1) PSI's ability to complete the ABS acquisition and to successfully integrate the ABS facilities; (2) potential competition which alters or impedes PSI's acquisition strategy by decreasing PSI's ability to acquire additional inpatient facilities on favorable terms; (3) the ability of PSI to improve the operations of acquired inpatient facilities; (4) the ability to maintain favorable and continuing relationships with physicians who use PSI's facilities; (5) the ability to receive timely additional financing on terms acceptable to PSI to fund PSI's acquisition strategy and capital expenditure needs; (6) risks inherent to the health care industry, including the impact of unforeseen changes in regulation, reimbursement rates from federal and state health care programs or managed care companies and exposure to claims and legal actions by patients and others; and (7) potential difficulties in integrating recently acquired operations with PSI. The forward-looking statements herein are qualified in their entirety by the risk factors set forth in PSI's filings with the Securities and Exchange Commission. PSI undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date hereof. PSI offers an extensive continuum of behavioral health programs to critically ill children, adolescents and adults through its operation of 59 owned or leased freestanding psychiatric inpatient facilities with approximately 6,500 beds in 27 states. PSI also manages freestanding psychiatric inpatient facilities for government agencies and psychiatric inpatient units within medical/surgical hospitals owned by others. - END - -----END PRIVACY-ENHANCED MESSAGE-----