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): March 4, 1999
0-28656
(Commission File Number)
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KARRINGTON HEALTH, INC.
(Exact name of registrant as specified in its charter)
OHIO 31-1461482
(State or other jurisdiction of incorporation) (IRS Employer
Identification No.)
919 Old Henderson Road, Columbus, Ohio 43220
(Address of principal executive offices)
(614) 451-5151
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On October 18, 1998, Karrington entered into an Agreement of Merger
(the "Merger Agreement") with Sunrise Assisted Living, Inc., a Delaware
corporation (referred to herein as "Sunrise") and Buckeye Merger Corporation, an
Ohio corporation and wholly-owned subsidiary of Sunrise (referred to herein as
"Merger Sub"). As of March 4, 1999, the Merger Agreement has been amended
("Amendment No. 1") to remove certain closing conditions; to expand the amount
of the credit facility provided by Sunrise to Karrington from $10 million to
$16.5 million for working capital uses including land acquisitions and
development projects; and to fix the exchange ratio at .3333 of a share of
Sunrise common stock for each Karrington common share. The previous exchange
ratio was adjustable between .3939 and .3333 depending on the trading price of
Sunrise stock during a 10-day measurement period ending three days before the
Karrington stockholders meeting. It is expected that the transaction will be
accounted for using purchase accounting.
A copy of Amendment No. 1 is attached as Exhibit 2.1 to this Current
Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) None required.
(c) Exhibits.
Exhibit
Number Description
2.1 Amendment No. 1 to Agreement of Merger, dated as of March 4, 1999,
among Sunrise, Merger Sub and Karrington.
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SIGNATURES
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.
KARRINGTON HEALTH, INC.
(Registrant)
By: /s/ Richard R. Slager
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Name: Richard R. Slager
Title: Chairman and Chief Executive
Officer
Date: March 5, 1999
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INDEX TO EXHIBITS
Exhibit Number Description
2.1 Amendment No. 1 to Agreement of Merger, dated
as of March 4, 1999, among Sunrise, Merger Sub
and Karrington.
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