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): November 29, 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 8.01. OTHER EVENTS
As previously disclosed in the Registrant's periodic filings, in April
2003 the Chancery Court of Williamson County, Tennessee, issued a ruling in
favor of Franklin Associates L.P. ("Franklin") awarding damages against the
Registrant in the amount of $984,970. The Registrant appealed the Chancery
Court's judgment on its finding of liability and on its determination of the
amount of damages. Franklin appealed the Chancery Court's decision to apply a
blockage discount to the damages calculation and not to award Franklin
pre-judgment interest. On November 29, 2005, the Court of Appeals of Tennessee
affirmed the Chancery Court ruling except that it reduced the damages awarded to
Franklin to $658,886.50, plus post-judgment interest.
As a part of the appeal, the Registrant was required to post cash of
$1,154,241 (consisting of $984,970 in damages and $169,271 of estimated
post-judgment interest) in an escrow account with the Tennessee Courts. As
disclosed in the Form 8-K dated November 7, 2005, the Registrant has made an
accounting provision of approximately $1,154,241 for this loss.
The Registrant and Franklin may still seek a re-hearing by the Court of
Appeals of Tennessee or seek an appeal to the Tennessee Supreme Court of the
decision of the Court of Appeals of Tennessee. If the case were ultimately
resolved consistent with the decision of the Court of Appeals, the Registrant
estimates that the actual loss incurred, including post-judgment interest, would
be approximately $831,000 as of the date of this report. There can be no
assurance that any amounts ultimately paid to Franklin in connection with this
litigation will not be greater than this estimate or the escrowed amount.
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: December 9, 2005 By /s/ C. Steven Guenthner
--------------------------------
C. Steven Guenthner
Senior Vice President and
Chief Financial Officer