UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2004
ODYSSEY HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
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Texas
(State or other
jurisdiction of incorporation) | | 000-33267
(Commission File Number) | | 43-1723043
(I.R.S. Employer
Identification Number) |
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717 North Harwood Street, Suite 1500
Dallas, Texas
(Address of principal executive offices) | | | | 75201
(Zip Code) |
Registrant’s telephone number, including area code:(214) 922-9711
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:
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
The registrant, Odyssey HealthCare, Inc., hereby amends and restates Item 1.01 of its Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2004, as set forth below.
Item 1.01 Entry into a Material Definitive Agreement.
Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and certain of its subsidiaries, including Odyssey HealthCare Operating A, LP, Odyssey HealthCare Operating B, LP, Hospice of the Palm Coast, Inc., Odyssey HealthCare Holding Company, Odyssey HealthCare GP, LLC, Odyssey HealthCare LP, LLC and Odyssey HealthCare Management, LP, entered into an amendment effective as of November 1, 2004 (the “Amendment”) to the Company’s revolving line of credit with General Electric Capital Corporation (the “Credit Agreement”), which Credit Agreement provides the Company with a $20 million revolving line of credit, subject to three separate $10 million increase options. The Amendment (a) provides a consent by the lender to permit the Company to consummate a $30 million repurchase of its common stock and (b) amends the definition of “Indebtedness” in the Credit Agreement such that (i) the assessment of any fines, penalties and damages, if any, arising from investigations of the Company being conducted by the United States Department of Justice (the “DOJ”) will result in a default under the Credit Agreement, meaning that the Company and its subsidiaries will be prohibited from using loan proceeds to pay for such fines, penalties and damages, and (ii) fines, penalties and damages, if any, arising from the DOJ investigations will be included for purposes of calculating financial covenants. The revolving line of credit is secured by substantially all of the Company’s and its subsidiaries’ existing and after-acquired personal property assets and all after-acquired real property assets. The Company and its subsidiaries are subject to affirmative and negative covenants under the Credit Agreement.
SIGNATURE
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.
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| | ODYSSEY HEALTHCARE, INC.
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| Date: November 9, 2004 | By: | /s/ Douglas B. Cannon | |
| | | Douglas B. Cannon | |
| | | Senior Vice President and Chief Financial Officer | |
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