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): April 1, 2005
ALMOST FAMILY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-09848 06-1153720
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
9510 Ormsby Station Road, Suite 300
Louisville, Kentucky 40223
(Address of principal executive offices) (Zip Code)
(502) 891-1000
(Registrant's telephone number, including area code)
N/A
(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: [ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12
under the Exchange 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 2.01 Completion of Acquisition or Disposition of Assets
(a) On March 29, 2005 the Registrant entered into an Asset Purchase Agreement
(the "Agreement") with Manatee Memorial Hospital, L.P., (the "Seller") to
acquire all the assets and business operations of a Medicare-certified visiting
nurse agency located in Bradenton, Florida. The transaction was consummated on
April 1, 2005.
(b) The assets involved are all of the assets of the Seller used solely in the
business, except as otherwise provided in the Agreement. The purchased assets
include tangible and intangible property, customer and patient lists and files
related to home health care services, transferable licenses and permits, and
certain designated accounts receivable. The purchased assets do not include cash
on hand, real property, other assets of the Seller not used solely in the
visiting nurse agency acquired, and certain designated accounts receivable. The
Registrant did not assume any liabilities.
(c) The Seller had no material relationship with the Registrant or any of its
affiliates, or any director or officer of the Registrant, or any associate of
such director or officer.
(d) The Registrant paid a total purchase price of $3.2 million for the purchased
assets. The $3.2 million consisted of $2.5 million in cash paid at the closing,
along with the $700,000 balance in the form of a note payable bearing interest
at 6% due in its entirety two years after closing. The Registrant will fund the
purchase price with available borrowings on its revolving credit facility with
Bank One, NA.
Item 9.01. Financial Statements And Exhibits
(a) Financial Statements and Exhibits.
Financial statements are not required.
(b) Pro Forma Financial Information.
Pro Forma financial information is not required.
(c) Exhibits.
Asset Purchase Agreement dated March 29, 2005 to be filed with the Registrant's
Quarterly Report on Form 10-Q for the period ended March 31, 2005.
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.
ALMOST FAMILY, INC.
Date: April 1, 2005 By /s/ C. Steven Guenthner
--------------------------------
C. Steven Guenthner
Senior Vice President and
Chief Financial Officer