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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JUNE 30, 1994
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CHARTER MEDICAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
DELAWARE 1-6639 58-1076937
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
Incorporation No.)
or Organization)
577 MULBERRY STREET 31298
MACON, GEORGIA
(Address of Principal (Zip Code)
Executive Offices)
Registrant's Telephone Number, Including Area Code: (912) 742-1161
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 1994, Charter Medical Corporation, a Delaware corporation (the
"Company"), completed the acquisition of substantially all the assets of 18
psychiatric hospitals, seven chemical-dependency treatment facilities, one
residential treatment facility and one physician outpatient practice from
National Medical Enterprises, Inc., a Nevada corporation ("NME"). The Company
presently intends to use or operate the assets acquired from NME for the
purposes NME operated such assets. The purchase price for the assets was
approximately $88.7 million in cash, plus $2 million in cash for a covenant not
to complete, plus an additional amount of cash equal to the net working capital
of the facilities acquired, amounting to approximately $38.4 million. The amount
paid for the net working capital of the facilities acquired is subject to
adjustment. In addition, the Company assumed certain liabilities related to the
acquired assets. The purchase price for the facilities acquired was determined
by NME following its solicitation of bids for the facilities and arm's-length
negotiations with the Company. NME and the Company are not related to each
other.
Approximately $98.5 million of the purchase price of the facilities acquired
was financed by the Company from the proceeds of the Company's issuance on May
2, 1994, of $375 million aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004. Approximately $11.1 of the purchase price was
financed by the Company from borrowings pursuant to the Second Amended and
Restated Subsidiary Credit Agreement, dated May 2, 1994, among certain
subsidiaries of the Company, Bankers Trust Company, as Agent, First Union
National Bank of North Carolina, as Co-Agent, and the financial institutions
participating therein. The remaining approximately $19.5 million of the purchase
price was provided by cash on hand.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
It is impracticable to provide the required financial statements for the
Target Hospitals acquired on June 30, 1994, at the time this Current Report on
Form 8-K is filed because audited financial statements for such Target Hospitals
for their fiscal year ended May 31, 1994, prepared pursuant to Regulation S-X
are not available. Such required financial statements will be filed under cover
of Form 8-K/A as soon as practicable, but not later than 60 days after July 15,
1994.
(b) Pro Forma Financial Information.
It is impracticable to provide the required pro forma financial statements
for the Target Hospitals acquired on June 30, 1994, at the time this Current
Report on Form 8-K is filed because audited financial statements for such Target
Hospitals for their fiscal year ended May 31, 1994, prepared pursuant to
Regulation S-X are not available. Such required pro forma financial statements
will be filed under cover of Form 8-K/A as soon as practicable, but not later
than 60 days after July 15, 1994.
(c) Exhibit.
(2)-1. Asset Sale Agreement (First Facilities), dated March 29, 1994, between
National Medical Enterprises, Inc., as Seller, and Charter Medical
Corporation, as Buyer, which was filed as Exhibit 2(d) to Amendment No. 1
to the Company's Registration Statement on Form S-4, which was filed on
July 1, 1994, and which is incorporated herein by reference.
The Company undertakes to furnish supplementally a copy of any Exhibit to
the Asset Sale Agreement (First Facilities) filed herewith as Exhibit (2)-1 to
the Commission upon request.
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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 hereunto duly authorized.
Date: July 13, 1994
Charter Medical Corporation
By __________/s/ John R. Day__________
John R. Day,
Vice President -- Controller
(Chief Accounting Officer)
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