Total Number of Pages: 7
Exhibit Index on Sequential Page No.: 3
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): October 29, 1996
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ORNDA HEALTHCORP
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-11591 75-1776092
(Commission File Number) (IRS Employer Identification No.)
3401 West End Avenue, Nashville, Tennessee 37203
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (615) 383-8599
Item 5. Other Events.
The Registrant hereby incorporates by reference the information about
the Registrant set forth in Exhibit 99 attached hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99 The first three pages of Registrant's news release dated
October 29, 1996.
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.
ORNDA HEALTHCORP
By:/s/Ronald P. Soltman
Ronald P. Soltman
Senior Vice President
Date: October 31, 1996
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EXHIBIT INDEX
Sequential
Page No.
No. Subject Matter
99 The first three pages of Registrant's news release
dated October 29, 1996...................................................4
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Exhibit 99
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[OrNda Letterhead]
FOR IMMEDIATE RELEASE:
Contact: Keith B. Pitts
Executive Vice President and Chief Financial Officer
or
Thomas A. Bartels
Director of Investor Relations
OrNda HealthCorp
(615) 383-8599
ORNDA HEALTHCORP REPORTS FISCAL 1996 EPS OF $1.73
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FOURTH QUARTER EPS OF $0.39
NASHVILLE, Tennessee (October 29, 1996) -- OrNda HealthCorp (NYSE:ORN) today
reported that net income for the three months ended August 31, 1996, increased
45.5% to $23.2 million from $16.0 million in the fourth quarter of last year.
Earnings per share rose to $0.39 for the fourth quarter ended August 31, 1996,
on 60.1 million weighted average common and common equivalent shares, compared
with $0.34 for the same period last year on 46.1 million weighted average common
and common equivalent shares. Revenue for the fourth quarter of fiscal 1996 was
$552.9 million compared with $484.1 million in last year's fourth quarter, up
14.2%. OrNda's EBITDA margin improved to 15.9% for the fourth quarter of fiscal
1996 compared with 13.5% in the same period last year.
Net income increased to $99.9 million for the year ended August 31,
1996, compared with $71.3 million in fiscal 1995, representing an increase of
40.0%. Income from continuing operations for the year ended August 31, 1996,
increased to $99.9 million from $70.7 million for the same period in the prior
year, an increase of 41.2%. Earnings per share for the year ended August 31,
1996, rose to $1.73 on 57.5 million weighted average common and common
equivalent shares from $1.53 on 45.3 million weighted average common and common
equivalent shares for the same period last year. For the year ended August 31,
1996, revenues were $2.1 billion compared with $1.8 billion last year. The
Company's EBITDA margin for fiscal 1996 increased to 15.7% from 14.2% for fiscal
1995. On a fully diluted basis, earnings per share for the years ended August
31, 1996 and 1995, were $1.72 and $1.51, respectively.
For the fourth quarter, on a same-hospital basis, revenues increased by
4.5%, admissions increased by 1.5%, and adjusted admissions increased by 3.9%
over the prior year. For the year ended August 31, 1996, same-hospital revenues
rose by 6.1%. Same hospital admissions rose by 2.9%, and adjusted admissions
rose by 6.2% over the prior year.
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ORN Reports Third Quarter Results
Page 2
October 29, 1996
Charles N. Martin, Jr., chairman, president and chief executive officer
of OrNda HealthCorp, said, "We are particularly pleased about the progress we
made in the fourth quarter which we believe is an indication of our ability to
successfully manage our facilities in a very dynamic marketplace. We made
significant progress in strengthening our existing delivery networks,
particularly in the Los Angeles area. Additionally, we continued to demonstrate
our ability to improve and integrate our new and existing facilities, as can be
seen by the continued improvement in same-hospital revenues, margins and
admissions."
During the fourth quarter, OrNda completed three previously announced
acquisitions: (1) Cypress Fairbanks Medical Center, a 149-bed acute care
hospital in Houston, Texas; (2) Westside Hospital, a 66-bed facility located in
Los Angeles, California; and (3) Centinela Hospital Medical Center, a 400-bed
acute care facility in Inglewood, California, and related healthcare businesses.
Also in the fourth quarter, OrNda announced the signing of a letter of
intent with United Western Medical Centers, a not-for-profit corporation located
in Orange County, California, to acquire substantially all of United's assets
consisting primarily of 288-bed Western Medical Center-Santa Ana, 193-bed
Western Medical Center-Anaheim, and a 202-bed skilled nursing facility, Western
Medical Center-Bartlett.
Additionally, subsequent to the Company's fiscal year-end, OrNda
completed the acquisition of The Fallon Healthcare System's Saint Vincent
Healthcare System in Worcester, Massachusetts, consisting of a 432-bed acute
care teaching hospital, three skilled nursing facilities and other healthcare
related companies, and a minority interest in the 280-member multi-specialty
group physician practice. Under the terms of the Fallon transaction, OrNda will
also fund the construction of a new replacement hospital, known as Medical City,
which will be located in downtown Worcester, Massachusetts.
On October 17, 1996, Tenet Healthcare Corporation (NYSE:THC) and OrNda
announced the signing of a definitive merger agreement under which Tenet will
acquire OrNda. Under the terms of the agreement, which has been approved by the
boards of both companies, OrNda shareholders will receive 1.35 shares of Tenet
common stock for each share of OrNda stock in a tax-free exchange. The companies
hope to close the transaction in early March 1997, subject to approval of
shareholders of both companies, review under the Hart-Scott-Rodino Antitrust
Improvements Act and other customary regulatory approvals. This transaction will
create a consolidated company with proforma revenues of approximately $8.5
billion, operating 126 hospitals in 22 states. Including the assumption of
OrNda's debt, the transaction values OrNda at more than $3.1 billion.
ORN Reports Third Quarter Results
Page 3
October 29, 1996
Additionally, on October 26, 1996, The George Washington University and
OrNda announced that they had signed a letter of intent to form an 80/20
(OrNda/GWU) partnership to operate the University's 170-year old academic
medical hospital in Washington, D.C. Under the proposed agreement, which is
subject to Board and regulatory approvals, the hospital will continue its
educational mission and charity care, as well as improve its facilities and
create a comprehensive integrated healthcare delivery network. The George
Washington University Medical Center is a nationally recognized acute care
teaching facility located in the Foggy Bottom area of Washington, D.C.
In closing, Mr. Martin said, "We are extremely pleased with OrNda's
performance in fiscal 1996. Our financial and growth objectives were achieved or
exceeded, which allowed us greater flexibility to pursue our strategic
affiliations and acquisitions. Our strategy of creating comprehensive integrated
healthcare delivery systems, which deliver quality healthcare in a low-cost
environment, is clearly becoming more visible, as further evidenced by our
agreement to merge with Tenet."
OrNda HealthCorp, based in Nashville, Tennessee, is the third largest
investor-owned hospital management company in the United States. It is a leading
provider of healthcare services, delivering a broad range of inpatient and
outpatient healthcare services principally through the operation of 50 hospitals
located in urban and suburban communities in 15 states. For additional
information on the Company, visit OrNda HealthCorp's Web site:
http://www.orndahealth.com
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Additional Media Contact: Paula Lovell
Lovell Communications Inc.
(615) 297-7766