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): July 1, 2005

AMEDISYS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-24260	11-3131700
(Commission File Number)	(IRS Employer Identification No.)

11100 Mead Road, Suite 300, Baton Rouge, LA 70816

(Address of principal executive offices)

(225) 292-2031

(Registrant’s telephone number)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Securities 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))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On July 1, 2005, Amedisys, Inc. (the “Company”) signed a definitive agreement to acquire Housecall Medical Resources, Inc. (“Housecall”), a privately-held provider of home care services in the Southeast region for a total transaction value of approximately $106 million, subject to post-closing adjustments, escrows and certain tax benefits.

Housecall operates 57 home health agencies in Tennessee, Florida, Kentucky, Virginia, and Indiana, and a total of nine hospice locations in Tennessee and Virginia. Housecall’s trailing 12-month revenues are approximately $103 million, of which home health services accounted for 76 percent, and the hospice business contributed 24 percent.

Completion of the sale is subject to regulatory clearance under the Hart-Scott-Rodino Act, and to satisfaction of customary closing conditions. The acquisition, which has received approval from both companies’ respective Boards of Directors, is expected to close by the end of July.

In addition to available cash on hand, Amedisys will finance a portion of the purchase price through a commitment secured from Wachovia Bank, N.A. and GE Healthcare Financial Services, subject to customary closing conditions, to provide $75 million in senior secured credit facilities. Wachovia Capital Markets, LLC and GECC Capital Markets Group, Inc. will act as Co-Lead Arrangers on the syndication of the credit facilities. The term loan portion of the credit facilities is repayable over five years.

ITEM 7.01. Regulation FD Disclosure.

On July 1, 2005, the Company issued a press release announcing that it has signed a definitive agreement to acquire Housecall, a privately-held provider of home care services, for a total transaction value of approximately $106 million, subject to post-closing adjustments, escrows and certain tax benefits.

Based on Housecall’s trailing 12-month unaudited operating results and expected synergies, Amedisys estimates the acquisition would add $0.25 to $0.30 cents to earnings per share in 2006. For 2005, the Company anticipates that the transaction will add $0.05 to $0.10 cents to earnings per share. The Company expects to update its guidance for 2005, and to provide preliminary guidance for 2006, on the conference call to be scheduled with reference to the second quarter financial results. The information regarding this press release is being furnished to the SEC pursuant to Item 9.01 of Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Business Acquired

Not applicable

(b) Pro Forma Financial Information

Not applicable

(c) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press Release dated July 1, 2005

Limitation on Incorporation by Reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 7.01 of this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

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.

AMEDISYS, INC.
By:	/s/ Gregory H. Browne
	Gregory H. Browne
	Chief Financial Officer

DATE: July 1, 2005

EX-99.1

Exhibit 99.1

Contact:	Amedisys, Inc.
	Gregory H. Browne
	Chief Financial Officer
	(225) 292-2031
	gbrowne@amedisys.com
	Noonan Russo
	Investor Relations
	Brian Ritchie
	(212) 845-4269
	brian.ritchie@eurorscg.com

AMEDISYS ANNOUNCES DEFINITIVE AGREEMENT TO

ACQUIRE HOUSECALL MEDICAL RESOURCES

- Acquisition Expected to Contribute $0.25 - $0.30 cents in Earnings Per Share in FY 2006 -

BATON ROUGE, Louisiana (July 1, 2005) – Amedisys, Inc. (Nasdaq: “AMED” or “the Company”), one of America’s leading home health nursing companies, announced today that it has signed a definitive agreement to acquire Knoxville, Tennessee-based Housecall Medical Resources, Inc. (“Housecall”), a privately-held provider of home care services in the Southeast for a total transaction value of approximately $106 million, subject to post-closing adjustments, escrows and certain tax benefits.

Completion of the sale is subject to regulatory clearance under the Hart-Scott-Rodino Act, and to satisfaction of customary closing conditions. The acquisition, which has received approval from both companies’ respective Boards of Directors, is expected to close by the end of July.

Housecall operates 57 home health agencies in Tennessee, Florida, Kentucky, Virginia, and Indiana, and a total of nine hospice locations in Tennessee and Virginia. Housecall’s trailing 12-month revenues are approximately $103 million, of which home health services accounted for 76 percent, and the hospice business contributed 24 percent.

Based on Housecall’s trailing 12-month unaudited operating results and expected synergies, Amedisys estimates the acquisition would add $0.25 to $0.30 cents to earnings per share in 2006. For 2005, the Company anticipates that the transaction will add $0.05 to $0.10 cents to earnings per share. The Company expects to update its guidance for 2005, and to provide preliminary guidance for 2006, on the conference call to be scheduled with reference to the second quarter financial results.

“This acquisition clearly furthers Amedisys’ strategic mission to be the premier home healthcare company in the Southeast,” said William F. Borne, Chief Executive Officer of Amedisys, Inc. “Amedisys and Housecall share common operating philosophies, including the same strong commitment to providing cost-efficient, high quality patient care. We are also excited to acquire a significant hospice business, which we may seek to expand over the next few years. In summary, this combination will provide opportunities to strengthen Amedisys’ strategic position and provide significant earnings growth opportunities going forward.”

In addition to available cash on hand, Amedisys will finance a portion of the purchase price through a commitment secured from Wachovia Bank, N.A. and GE Healthcare Financial Services, subject to customary closing conditions, to provide $75 million in senior secured credit facilities. Wachovia Capital Markets, LLC and GECC Capital Markets Group, Inc. will act as Co-Lead Arrangers on the syndication of the credit facilities. The term loan portion of the credit facilities is repayable over five years.

Amedisys, Inc., a leading provider of home health nursing services, is headquartered in Baton Rouge, Louisiana. Its common stock trades on The Nasdaq Stock Market under the symbol “AMED”.

This press release includes statements that may constitute “forward-looking” statements, usually containing the words “believe”, “estimate”, “project”, “expect” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, continued acceptance of the Company’s services in the marketplace, competitive factors, changes in government reimbursement procedures, dependence upon third-party vendors, and other risks discussed in the Company’s periodic filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.

Additional information on the Company can be found on the World Wide Web

http://www.amedisys.com