0000950144-95-002548.txt : 19950914
0000950144-95-002548.hdr.sgml : 19950914
ACCESSION NUMBER: 0000950144-95-002548
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 19950908
SROS: NASD
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: HELIAN HEALTH GROUP INC
CENTRAL INDEX KEY: 0000856288
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093]
IRS NUMBER: 954070276
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1130
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-40818
FILM NUMBER: 95572298
BUSINESS ADDRESS:
STREET 1: 9600 BLUE LARKSPUR LANE
STREET 2: STE 201
CITY: MONTEREY
STATE: CA
ZIP: 93940
BUSINESS PHONE: 4086469000
MAIL ADDRESS:
STREET 2: 9600 BLUE LARKSPUR LANE
CITY: MONTEREY
STATE: CA
ZIP: 93940
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: THERATX INC /DE/
CENTRAL INDEX KEY: 0000922980
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051]
IRS NUMBER: 330359338
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 400 NORTHRIDGE RD
STREET 2: STE 400
CITY: ATLANTA
STATE: GA
ZIP: 30350
BUSINESS PHONE: 4045189449
MAIL ADDRESS:
STREET 1: 400 NORTHRIDGE RD
STREET 2: STE 400
CITY: ATLANTA
STATE: GA
ZIP: 30350
SC 13D
1
HELIAN HEALTH GROUP/THERATX SC 13D
1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Helian Health Group, Inc.
-------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
--------------------------------------
(Title of Class of Securities)
423264 100
----------
(CUSIP Number)
John A. Bardis
TheraTx, Incorporated
400 Northridge Road, Suite 400
Atlanta, Georgia 30350
-----------------------
(404)518-9449
-------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
August 29, 1995
---------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership or more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE
DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE
ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF
THE ACT BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS-OF THE ACT (HOWEVER, SEE
THE NOTES).
Page 1 of 9
2
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CUSIP No.: 423264-100
--------------------------
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1. Name of Reporting Person: TheraTx, Incorporated
--------------------------------------
S.S. or I.R.S. Identification No. of Above Person:
------------------------------
I.R.S. Identification No. 33-0359338
--------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions):
a. [ ] b. [ ]
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3. SEC Use Only
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4. Source of Funds (see Instructions): WC; 00
---------------------------------------------
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
[ ]
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6. Citizenship or Place of Organization: Delaware
-------------------------------------------
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7.
Sole Voting Power: 821,270*
-------------------------------------
Number of
Shares Beneficially 8.
Owned by Shared Voting Power: 775,700**
-----------------------------------
Each Reporting 9.
Person With Sole Dispositive Power: 821,270*
--------------------------------
10. Shared Dispositive Power: 775,700**
------------------------------
-----------------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,596,970***
-------------------
-----------------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions):
[ ]
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13. Percent of Class Represented by Amount in Row 11: 25.36%
-------------------------------
-----------------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions): CO
------------------------------------
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Page 2 of 9
3
*The shares indicated are purchasable by TheraTx, Incorporated ("TheraTx") upon
exercise of an option issued to TheraTx on August 29, 1995, and described in
Item 4 of this report. Prior to the exercise of the option, TheraTx is not
entitled to any rights as a shareholder of Helian Health Group, Incorporated
("Helian") as to the shares covered by the option. The option may only be
exercised upon the happening of certain events referred to in Item 4, none of
which has occurred as of the date hereof. TheraTx expressly disclaims
beneficial ownership of any of the shares of common stock of Helian which are
purchasable by TheraTx upon exercise of the option.
**The shares indicated are subject to voting agreements with TheraTx entered
into on August 29, 1995, and described in Item 4 of this report. Prior to the
occurrence of a Purchase Event (as defined in Item 4 below), TheraTx is not
entitled to any rights as a shareholder of Helian as to the shares covered by
the voting agreements. The rights granted to TheraTx voting agreements may
only be exercised upon the happening of certain events referred to in Item 4,
none of which has occurred as of the date hereof. TheraTx expressly disclaims
beneficial ownership of any of the shares of common stock of Helian as to which
it shares voting or dispositive power upon the occurrence of a Purchase Event
pursuant to the voting agreements.
*** The percentage indicated represents the percentage of the total
outstanding shares of common stock of Helian as of August 29, 1995. For the
reasons discussed in the footnotes above, TheraTx expressly disclaims
beneficial ownership of any of the shares of common stock of Helian as to which
are purchasable by TheraTx upon exercise of the option or as to which it shares
voting or dispositive power upon the occurrence of a Purchase Event pursuant to
the voting agreements.
Page 3 of 9
4
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock of Helian, $.01 par value
per share ("Helian Common Stock"). Helian is a Delaware corporation whose
principal executive offices are located at 9600 Blue Larkspur Lane, Suite 201,
Monterey, California 93940.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by TheraTx, a Delaware corporation whose
principal executive offices are located at 400 Northridge Road, Suite 400,
Atlanta, Georgia 30350.
To the best of TheraTx's knowledge, during the last five years,
neither TheraTx nor any of its directors or executive officers has been
convicted in any criminal proceedings (excluding traffic violations or similar
misdemeanors) nor has TheraTx or any of its directors or executive officers
been a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
Attached hereto is an appendix to Item 2 setting forth certain
additional information concerning the directors and executive officers of
TheraTx.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
It is presently anticipated that purchases of shares of Helian Common
Stock as described in Item 4 would be made with funds obtained from TheraTx's
working capital and funds available for investment.
ITEM 4. PURPOSE OF TRANSACTION.
Pursuant to an Agreement and Plan of Merger, dated as of August 29,
1995 (the "Merger Agreement"), among Helian, TheraTx and Atlanta Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of TheraTx, and in
consideration thereof, Helian issued an option to TheraTx on August 29, 1995
(the "Option") to purchase, under certain conditions, up to 821,270 shares of
Helian Common Stock at a purchase price of $5.425 per share, subject to
adjustment pursuant to anti-dilution provisions (the "Purchase Price").
The Option was issued to TheraTx pursuant to a Stock Option Agreement,
dated as of August 29, 1995 (the "Option Agreement"), between TheraTx and
Helian, pursuant to the terms of the Merger Agreement. The Merger Agreement
provides, among other things, for the merger of Helian with and into Atlanta
Acquisition Corp. (the "Merger"). Upon consummation of the Merger, which is
subject to the approval of Helian stockholders, regulatory approvals and the
satisfaction or waiver of various other terms and conditions, each share of
Helian Common Stock (excluding shares held by any Helian Company or any TheraTx
Company, in each case other than in a fiduciary capacity or as a result of
debts previously contracted) issued and outstanding shall be converted into and
exchanged for the right to receive that multiple of a share, subject to
possible adjustment under certain circumstances as set forth in the Merger
Agreement, of the common stock of TheraTx, $.001 par value per share ("TheraTx
Common Stock") (the "Exchange Ratio") obtained in accordance with the
following:
(i) if the Base Period Trading Price (defined to mean the
average of the daily last sale prices for the shares of TheraTx Common
Stock for the ten (10) consecutive trading days on which such shares are
actually traded as over-the-counter securities and quoted on the Nasdaq
National Market (as reported by The Wall Street Journal or, if not
reported thereby, any other authoritative
Page 4 of 9
5
source) ending at the close of trading on the fifth trading day
immediately preceding the date of the Shareholders Meeting (the
"Measurement Period")) is $16.00 (the "Maximum Price") or greater, then
the Exchange Ratio shall be 0.4063 (the "Minimum Exchange Ratio");
(ii) if the Base Period Trading Price is $10.00 (the
"Minimum Price") or less, then the Exchange Ratio shall be 0.4809 (the
"Maximum Exchange Ratio");
(iii) if the Base Period Trading Price is greater than or
equal to $12.00 (the "Lower Intermediate Price") and less than or
equal to $13.375 (the "Upper Intermediate Price"), then the Exchange
Ratio shall be 0.4486 (the "Intermediate Exchange Ratio"); and
(iv) if the Base Period Trading Price is (x) less than the
Maximum Price but greater than the Upper Intermediate Price or (y)
less than the Lower Intermediate Price but greater than the Minimum
Price, then the Exchange Ratio shall be determined in accordance with
the procedures described in Exhibit 6 to the Merger Agreement.
If (i) TheraTx is not in material breach of the Option Agreement or
the Merger Agreement, and (ii) no injunction against delivery of the shares
covered by the option is in effect, TheraTx may exercise the Option in whole or
in part, at any time and from time to time following the happening of certain
events (each a "Purchase Event"), including, among others:
(A) Helian taking certain actions (each an "Acquisition
Transaction"), including, among others, authorizing,
recommending or entering into an agreement with any third
party to effect (1) a merger, consolidation or similar
transaction involving Helian or its subsidiaries, (2) the
sale, lease, exchange or other disposition of 25% or more of
the consolidated assets of Helian and its subsidiaries, or (3)
the issuance, sale or other disposition or 25% or more of the
voting securities of Helian or any of its subsidiaries; or
(B) the acquisition or the right to acquire by any third party 25%
or more of the outstanding shares of Helian Common Stock;
provided, the option will terminate upon the earliest of (a) consummation of
the Merger, (b) termination of the Merger Agreement (other than as a result of
a willful breach by Helian) prior to the happening of a Purchase Event or
certain other events (each a "Preliminary Purchase Event"), including, among
others (i) commencement by any third party of a tender or exchange offer to
purchase 25% or more of the outstanding shares of Helian Common Stock, (ii)
failure of the stockholders of Helian to approve the Merger Agreement after
pubic announcement that a third party (x) proposes to engage in an Acquisition
Transaction, (y) commenced a tender offer to purchase 25% or more of the
outstanding shares of Helian, or (z) filed an application under certain federal
statutes relating to the regulation of banks or their holding companies to
engage in an Acquisition Transaction, (c) 9 months after termination of the
Merger Agreement as a result of a willful breach by Helian, or (d) 9 months
after termination of the Merger Agreement following a Purchase Event or a
Preliminary Purchase Event.
At the request of TheraTx at any time beginning on the first
occurrence of certain events (a "Repurchase Event"), including, among others,
the acquisition by a third party of 50% or more of the outstanding shares of
Helian Common Stock, Helian will repurchase from TheraTx (i) the Option, and
(ii) all shares of Helian Common Stock purchased by TheraTx pursuant to the
Option Agreement, at a specified price.
Page 5 of 9
6
Upon the occurrence of certain events set forth in the Option
Agreement, the Option must be converted into, or exchanged for, an option, at
the election of TheraTx, of another corporation or Helian (the "Substitute
Option"). The terms of any such Substitute Option are set forth in the Option
Agreement.
A copy of the Merger Agreement, including the Option Agreement and
Stockholder Agreements but excluding certain other exhibits, is incorporated by
reference herein as Exhibit 1, and the foregoing summary is qualified in its
entirety by reference thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The 821,270 shares of Helian Common Stock which are purchasable by
TheraTx upon exercise of the Option are equal to approximately 13.04% of Helian
Common Stock, based on the 5,475,137 shares of Helian Common Stock issued and
outstanding on August 29, 1995 and taking into consideration the 821,270 shares
of Helian Common Stock that would be issued pursuant to the option.
TheraTx expressly disclaims any beneficial ownership of the 821,270
shares of Helian Common Stock which are purchasable by TheraTx upon exercise of
the option because the Option is exercisable only in the circumstances referred
to in Item 4 above, none of which has occurred as of this date.
The Option contains anti-dilution provisions which provide that the
number of shares of Helian Common Stock issuable upon exercise of the Option
and the Purchase Price will be adjusted upon the happening of certain events,
including the payment of a stock dividend or other distribution in Helian
Common Stock or the subdivision or reclassification of Helian Common Stock, as
set forth in the Option Agreement.
Other than as set forth in this Item 5, to the best of TheraTx's
knowledge (i) neither TheraTx nor any subsidiary or affiliate of TheraTx or any
of its or their executive officers or directors, beneficially owns any shares
of Helian Common Stock, and (ii) there have been no transactions in the shares
of Helian Common Stock effected during the past 60 days by TheraTx, nor to the
best of TheraTx's knowledge, by any subsidiary or affiliate of TheraTx or any
of its or their executive officers or directors.
No other person is known by TheraTx to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Helian Common Stock obtainable by TheraTx upon exercise of the
Option.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES TO THE ISSUER.
Other than the Merger Agreement, including the Option Agreement and
Stockholders Agreement, a copy of which (excluding certain exhibits) is
incorporated by reference herein, to the best of TheraTx's knowledge there are
at present no contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in Item 2 above and between such persons
and any person with respect to any securities of Helian.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Merger Agreement, including the Option Agreement and the
Stockholder Agreements are incorporated by reference to Exhibit 1 of the
Current Report on Form 8-K, dated August 29, 1995, filed by Helian Health
Group, Inc. (Commission File No. 2-18244).
Page 6 of 9
7
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
THERATX CORPORATION
Date: September 7, 1995
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Title:
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Page 7 of 9
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Appendix to Item 2
Name and residence Position with Principal employment and principal
or business address TheraTx Corporation business of employer
------------------- ------------------- --------------------
L. John Wilkerson, Ph.D. Chairman, Board of Galen Associates, a venture capital
Directors fund
Craig T. Davenport Director Tokos Medical Corporation,
provider of women's home health
care services
Robert J. Erra Director MCG Healthcare Consultants
Patrick T. Hackett Director Warburg, Pincus Ventures
W. David Holder Director David Holder Associates, a firm
investing in and providing health
care consultant services
Donald B. Milder Director Crosspoint Venture Partners, a
venture capital fund
John A. Bardis President, Chief TheraTx, Incorporated
Executive Officer and 400 Northridge Road
Director Suite 400
Atlanta, Georgia 30350
Bret W. Jorgensen President, TheraTx TheraTx, Incorporated
Health Services and 400 Northridge Road
Director Suite 400
Atlanta, Georgia 30350
Donald R. Myll Vice President Finance TheraTx, Incorporated
and Chief Financial 400 Northridge Road
Officer Suite 400
Atlanta, Georgia 30350
Louis E. Hallman, III Vice President Corporate TheraTx, Incorporated
Development 400 Northridge Road
Suite 400
Atlanta, Georgia 30350
William J. Haffey, Ph.D. Vice President Clinical TheraTx, Incorporated
Services and Chief 400 Northridge Road
Clinical Information Suite 400
Officer Atlanta, Georgia 30350
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Laura E. Cayce Vice President and TheraTx, Incorporated
General Manager, 400 Northridge Road
Personacare Suite 400
Atlanta, Georgia 30350
Craig R. Reamsnyder Vice President Market TheraTx, Incorporated
Development 400 Northridge Road
Suite 400
Atlanta, Georgia 30350
B. Wayne Clark Vice President TheraTx, Incorporated
Administrative Services 400 Northridge Road
Suite 400
Atlanta, Georgia 30350
Jonathan H. Glenn Secretary and General TheraTx, Incorporated
Counsel 400 Northridge Road
Suite 400
Atlanta, Georgia 30350
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