UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: December 26, 1996
THE MULTICARE COMPANIES, INC.
(Exact name of Registrant as specified in its Charter)
Commission File No. 34-22090
Delaware 22-3152527
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
411 Hackensack Avenue
Hackensack, New Jersey 07601
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (201) 488-8818
ITEM 2. Acquisition or Disposition of Assets.
On December 12, 1996, the Registrant announced in a press release that it
had completed the acquisition of The ADS Group. Under the terms of the
agreement, Multicare paid approximately $60.1 million and assumed or repaid
approximately $24.6 million in debt and issued 554,973 shares of its common
stock for ADS. Alan D. Solomont, founder and chairman of ADS is a member of
Multicare's Board of Directors.
ADS owns, operates or manages 23 long-term care facilities with 3,072 beds,
20 hospital based subacute units with 514 beds and eight assisted living
facilities, totaling 820 beds, almost all of which are located in Massachusetts.
ADS also provides consulting services to an additional 14 facilities with 1,668
beds, operates several ancillary businesses including home health, both Medicare
certified and private, and provides out-patient rehabilitation services at
numerous locations.
A copy of the press release is attached hereto as Exhibit 99.8 and is
incorporated herein by reference.
On December 18, 1996, the Registrant completed the previously announced
acquisition of three facilities in Rhode Island for approximately $19.75
million.
ITEM 5. Other Events.
The Registrant has amended and restated its $350 million credit facility
and in connection therewith has entered into a new lease facility in the amount
of approximately $55 million. The Agent for these facilities is Nationsbank,
N.A.
ITEM 7. Financial Statements, and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit No.
10.37 Amendment No. 2, dated as of September 25, 1996 to
the ADS Acquisition Agreement.
10.38 Amendment No. 3, dated as of October 29, 1996 to
the ADS Acquisition Agreement.
10.39 Amendment No. 4, dated as of December 11, 1996 to
the ADS Acquisition Agreement.
10.40 Third Amended and Restated Credit Agreement dated
as of December 11, 1996 among The Multicare
Companies, Inc. and certain of its Subsidiaries,
and Nationsbank, N.A. as Administrative Agent.
10.41 Master Lease, Open End Mortgage and Purchase Option
dated as of December 11, 1996 among Academy
Nursing Home, Inc., Nursing and Retirement
Center of the Andovers, Inc., Prescott Nursing
Home, Inc., Willow Manor Nursing Home, Inc., and
ADS/Multicare, Inc.
10.42 Appendix A to Participation Agreement, Master
Lease, Supplements, Loan Agreement, and Lease
Facility Mortgages.
10.43 Participation Agreement, dated as of December 11,
1996 among The Multicare Companies, Inc., as
Guarantor, Various Subsidiaries of The Multicare
Companies, Inc. as Lessees, Selco Service
Corporation, as Lessor, Various Financial
Institutions as Tranche A Lenders, Various
Financial Institutions as Tranche B Lenders,
Nationsbank, N.A., as Lease Agent for the
Lenders, and Nationbank, N.A., as Collateral
Agent for the Secured Parties.
99.8 Press Release dated December 12, 1996.
Signature
Pursuant to the requirements of the Securities Exchange of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE MULTICARE COMPANIES, INC.
STEPHEN R. BAKER
_______________________________
Stephen R. Baker
Executive Vice President, Chief Financial Officer
December 26, 1996