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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 23, 1998
INVACARE CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
OHIO
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(State or Other Jurisdiction of Incorporation)
0-12938 95-2680965
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(Commission File No.) (IRS Employer Identification No.)
One Invacare Way, P.O. Box 4028, Elyria, Ohio
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(Address of Principal Executive Offices)
44036
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(Zip Code)
(440) 329-600
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(Registrant's Telephone Number, Including Area Code)
Exhibit Index Appears On Page 4
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 17, 1997, Invacare Corporation ("Invacare" or the "Company")
entered into an Agreement and Plan of Merger (the "Merger Agreement") with Inva
Acquisition Corp., a Massachusetts corporation and a wholly-owned subsidiary of
Invacare ("Acquisition Sub") and Suburban Ostomy Supply Co., Inc., a
Massachusetts corporation ("Suburban") providing for the acquisition by Invacare
of all of the stock of Suburban. Suburban was a NASDAQ-listed direct marketing
wholesaler of medical supplies and related products to the home health care
industry. Pursuant to the Merger Agreement, Acquisition Sub commenced a tender
offer on December 22, 1997 for all of the outstanding shares of common stock of
Suburban for $11.75 per share in cash. On January 23, 1998, Acquisition Sub
acquired approximately 99.5% of Suburban's outstanding shares pursuant to the
tender offer. Subsequently, on January 28, 1998, Suburban was merged with and
into Acquisition Sub (the "Merger") with Acquisition Sub as the surviving
corporation. Acquisition Sub then changed its name to "Suburban Ostomy Supply
Co., Inc.". Effective upon consummation of the Merger, each remaining share of
Suburban common stock that was not tendered now represents the right to receive
$11.75 in cash. The shares of Suburban common stock have been de-listed and may
no longer be transferred, and they are in the process of being de-registered.
The purchase price paid for all of the equity of Suburban acquired pursuant to
the Merger Agreement was $132 million.
Funds were obtained from cash on hand and from existing credit
agreements. Invacare and certain of its subsidiaries are parties to a five year
Loan Agreement dated November 18, 1997, with a group of lenders represented by
NBD Bank, as Agent and KeyBank National Association, as Co-Agent (the "Loan
Agreement"). The Loan Agreement established a revolving credit facility
providing Invacare with a maximum availability (including letters of credit) of
$360 million. The Loan Agreement was subsequently amended as of December 23,
1997 to increase the maximum availability to $425 million.
Suburban uses its equipment and other assets to direct market a wide
range of medical supplies and related products to the home health care industry.
Invacare intends to continue to utilize the assets acquired in this transaction
in substantially the same manner as they were employed prior to the acquisition.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
a) Financial statements of Suburban Ostomy Supply Co., Inc.
It is impracticable to provide any of the required financial statements at
the time of the filing of this report. The financial statements, to the extent
required, will be filed as soon as practicable, but in no event later than 60
days from the date that this report is filed.
b) Pro Forma Financial Information
It is impracticable to provide any of the required pro forma information
at the time of the filing of this report. The pro forma information, to the
extent required, will be filed as soon as practicable, but in no event later
than 60 days from the date that this report is filed.
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c) Exhibits
Press release of Invacare dated as of December 17, 1997, Press release of
Invacare dated as of January 23, 1998, Agreement and Plan of Merger dated as of
December 17, 1997 and Consent of Auditors (to be filed by amendment).
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 thereunto duly authorized.
INVACARE CORPORATION
By /S/ Thomas R. Miklich
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Thomas R. Miklich
Chief Financial Officer
DATE: February 6, 1998
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Form 8-K
Exhibit Index
Exhibits
Number Page Number
2.1 Press release of Invacare dated as of December 17, 1997. 5
2.2 Press release of Invacare dated as of January 23, 1998. 7
2.3 Agreement and Plan of Merger dated as of December 17, 1997. 9
2.4 Consent of Auditors (to be filed by amendment).
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