UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment to annual report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996
Commission File No. 34-22090
THE MULTICARE COMPANIES, INC.
(Exact name of Registrant as specified in its Charter)
The undersigned registrant hereby amends the Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, as set forth in the pages attached
hereto:
Item 14. Exhibits and Reports on Form 8-K
(a) 3. Exhibits
Exhibit 99. Annual Report of The Multicare Companies, Inc.
Employee Stock Purchase Plan
Exhibit 23. Consent of KPMG Peat Marwick LLP, Independent
Certified Public Accountants
Exhibit 23.1 Consent of KPMG Peat Marwick LLP, Independent
Certified Public Accountants
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed in its behalf by the
undersigned, thereunto duly authorized.
The Multicare Companies, Inc.
/s/ STEPHEN R. BAKER
Stephen R. Baker
Executive Vice President
and Chief Financial Officer
April 30, 1997
Index
Independent Auditors' Report F-1
Statement of Financial Position as of December 31, 1996 F-2
Statement of Income and Changes in Participants' Equity for
the year ended December 31, 1996 F-3
Notes to the Financial Statements F-4
Report of Independent Auditors
The Administrative Committee of
The Multicare Companies, Inc. Employee Stock Purchase Plan
We have audited the accompanying statement of financial position of The
Multicare Companies, Inc. Employee Stock Purchase Plan as of December 31,
1996 and the related statements of income and changes in participants' equity
for the year ended December 31, 1996. These financial statements are the
responsibility of the Plans Administrative Committee. Our responsibility is
to express an opinion on the financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by the Administrative Committee, as will as
evaluating the overall financial statements presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of The Multicare Companies,
Inc. Employee Stock Purchase Plan as of December 31, 1996 and the income and
changes in participants' equity for the year ended December 31, 1996, in
conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Short Hills, New Jersey
April 28, 1997
F-1
THE MULTICARE COMPANIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
Statement of Financial Position
December 31, 1996
1996
Assets
Contributions Receivable $ 4,217
Investment in The Multicare Companies, Inc. common stock,
at market value--- 43,752 shares (cost $693,391) 885,978
---------
$ 890,195
Liabilities and Participants' Equity
Undistributed Accounts of Former Participants 20,372
Participants' Equity 869,823
---------
$ 890,195
See accompanying notes to financial statements.
F-2
THE MULTICARE COMPANIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
Statement of Income and Changes in Participants' Equity
For the year ended December 31, 1996
1996
Contributions by Employees $ 705,135
Distribution of participants' balances (27,945)
---------
677,190
Increase in Net Realized and Unrealized Appreciation 192,633
---------
Net increase in participants' equity 869,823
Participants' Equity, Beginning of Year $ ---
---------
Participants' Equity, End of Year $ 869,823
See accompanying notes to financial statements.
F-3
THE MULTICARE COMPANIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
December 31, 1996
Notes to the Financial Statements
(1) Organization
The Multicare Companies, Inc. Employee Stock Purchase Plan ("the Plan")
was established to secure for The Multicare Companies, Inc. ("the
Company") and its stockholders the benefits of the incentive inherent in
the ownership of common stock by its employees. The Plan became
effective on January 1, 1996.
The Plan is funded through voluntary employee contributions to be
invested exclusively in shares of the Company's common stock, par value
$0.01 per share. As of December 31, 1996, 510 employees were
participating in the Plan.
(2) Summary of Significant Accounting Policies
The accompanying financial statements have been presented on an accrual
basis of accounting.
The assets of the Plan are recorded at fair value, measured by the
closing price listed by the New York Stock Exchange as of December 31,
1996. All share data has been adjusted for the Company's three for two
stock split in May 1996.
(3) Investments
The Plan held the following investments in The Multicare Companies, Inc.
common stock:
Average Cost Market Value
Number of Cost per Price per
Shares Share Total Share Total
December 31, 1996 43,752 15.848 693,391 20.25 885,978
The cost of securities sold is determined on a first-in, first-out
basis.
(4) Contributions and Benefits
CONTRIBUTIONS
The Plan is funded through voluntary contributions received from
participating employee payroll deductions on an after tax basis.
Deductions may be authorized from a minimum of 1% to a maximum of 10% of
base pay and bonuses, as defined. Purchases may not exceed $25,000 of
market value per year. The purchase price for each share of common
stock is equal to the lesser of (i) eighty-five percent of the fair
market value of each share on the first day of the purchase period or
(ii) eighty-five percent of the fair market value of each share on the
last day of the purchase period. There are 1,200,000 shares authorized
for issuance under the Plan. Shares are purchased and allocated to
participants' accounts quarterly. No interest accrues or is paid on
payroll deductions. Any cash dividends are invested automatically in
common stock at 100% of fair market value on the last day of the
purchase period. The Company did not pay dividends in 1996.
F-4
THE MULTICARE COMPANIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
Notes to the Financial Statements (continued)
ELIGIBILITY
All employees of non-union facilities of the Company, including
directors and officers of the Company who are also employees of the
Company, are eligible to participate in the Plan after completing at
least six months of employment, as defined.
DISTRIBUTIONS
If a participant's employment with the Company terminates for any reason
during a Plan year, all shares in the participants' common stock account
and balances in the payroll deduction account shall be distributed. A
participant may withdraw some or all of the shares in the participant's
common stock account, as long as such shares have been held for a period
of at least six months.
(5) Administration
The Plan is administered by a committee designated by the Board of
Directors. All administrative expenses incurred in connection with the
Plan are paid by the Company. All shares of common stock in the Plan
are held in an account administered by the custodian, Smith Barney, Inc.
(6) Federal Income Taxes
The Plan is not a pension, profit-sharing or stock bonus plan qualified
under the Internal Revenue Code of 1986, as amended (the "Code") section
401, nor is it subject to the provisions of the Employee Retirement
Income Security Act of 1974. The Plan is intended to qualify under Code
sections 421 and 423 and the Administrative Committee ("the Committee"),
and is currently being operated in compliance with the applicable
requirements of the Code.
(7) Plan Termination
The Plan will terminate if the participants become entitled to purchase
more than the number of reserved shares for purchase. Although it has
not expressed any intent to do so, the Plan may be terminated at any
time, at the sole discretion of the Board of Directors.
F-5
EXHIBIT 23
Independent Auditors' Consent
The Board of Directors
The Multicare Companies, Inc.
We consent to incorporation by reference in the Registration Statements
(No's. 33-86764, 33-94516, 33-80977, 333-24905 and, 333-04545) on Form S-8
and Registration Statement (No. 33-96992) on Form S-3 of The Multicare
Companies, Inc. of our reports dated February 4, 1997, relating to the
consolidated balance sheets of The Multicare Companies, Inc. and subsidiaries
as of December 31, 1995 and 1996, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1996, and the related schedule, which
reports appear in or are incorporated by reference in the December 31, 1996
annual report on Form 10-K of The Multicare Companies, Inc.
KPMG Peat Marwick LLP
Short Hills, New Jersey
April 29, 1997
EXHIBIT 23.1
Consent of Independent Auditors
To the Administrative Committee of The Multicare Companies, Inc.,
Employee Stock Purchase Plan
We consent to the incorporation by reference in the Registration Statements
(No.'s 33-86764, 33-94516, 33-80977, 333-24905 and 333-04545) on Form S-8 and
(No. 33-96992) on Form S-3 of The Multicare Companies, Inc. of our report
dated April 28, 1997, relating to the statement of financial position of The
Multicare Companies, Inc. Employee Stock Purchase Plan as of December 31,
1996 and the related statement of income and changes in participants' equity
for the year then ended, which report appears in the December 31, 1996 annual
report of The Multicare Companies, Inc. Employee Stock Purchase Plan, filed
as exhibit 99 to Form 10-K/A of The Multicare Companies, Inc.
KPMG Peat Marwick LLP
Short Hills, New Jersey
April 29, 1997