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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): NOVEMBER 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)
3414 PEACHTREE ROAD, N.E. 30326
SUITE 1400
ATLANTA, GEORGIA
(Address of Principal (Zip Code)
Executive Offices)
Registrant's Telephone Number, Including Area Code: (404) 841-9200
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 30, 1994, Charter Medical Corporation, a Delaware corporation
(the "Company"), completed the acquisition of substantially all the assets of 10
behavioral healthcare facilities, 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 $36.8 million in cash, including
approximately $9.5 million related to the net working capital of the facilities.
The amount paid for the net working capital of the facilities acquired is
subject to adjustment. 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.
The acquisition that occurred on November 30, 1994 was related to the June
30, 1994 acquisition by the Company of certain other facilities from NME, which
acquisition was previously reported on a Current Report on Form 8-K filed by the
Company on July 15, 1994.
Approximately $7.8 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 $28.0 million 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 $1.0 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.
Audited financial statements for the fiscal year ended May 31, 1994 for all
facilities acquired from NME, plus two facilities that were not acquired, were
previously filed by the Company in Amendment No. 3 to the Company's Registration
Statement on Form S-4 (No. 33-53701), which was filed on September 16, 1994. The
Company believes that the inclusion of the two facilities that were not acquired
in the audited financial statements will not have a material effect on such
statements. The Company does not believe that it is required to file separate
audited financial statements for the facilities acquired on November 30, 1994
because the November 30 acquisition was related to the June 30 acquisition.
(b) Pro Forma Financial Information.
Unaudited Pro Forma Condensed Consolidated Statements of Operations for the
year ended September 30, 1994, and the nine months ended June 30, 1994, and an
unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1994,
reflecting the acquisition of all facilities acquired from NME, plus two
facilities that were not acquired, were previously filed by the Company with its
Current Report on Form 8-K/A on September 20, 1994. The Company believes that
the inclusion of the two facilities that were not acquired in the pro forma
financial statements will not have a material effect on such statements. The
Company does not believe that it is required to file separate pro forma
financial statements for the facilities acquired on November 30, 1994 because
the November 30 acquisition was related to the June 30 acquisition.
(c) Exhibits.
(2)-1. Asset Sale Agreement (Subsequent Facilities), dated March 29, 1994, between
National Medical Enterprises, Inc., as Seller, and Charter Medical
Corporation, as Buyer, which was filed as Exhibit 2(e) to Amendment No. 1
to the Company's Registration Statement on Form S-4 (No. 33-53701), which
was filed on July 1, 1994, and which is incorporated herein by reference.
(2)-2. Amendment No. 1, dated September 12, 1994, to Asset Sale Agreement
(Subsequent Facilities), dated March 29, 1994, between National Medical
Enterprises, Inc., as Seller and the Company, as Buyer, which was filed as
Exhibit 2(d) to the Company's Annual Report on Form 10-K for its fiscal
year ended September 30, 1994, and which is incorporated herein by
reference.
(2)-3. Amendment No. 2, dated September 29, 1994, to Asset Sale Agreement
(Subsequent Facilities), dated March 29, 1994, between National Medical
Enterprises, Inc., as Seller and the Company, as Buyer, which was filed as
Exhibit 2(e) to the Company's Annual Report on Form 10-K for its fiscal
year ended September 30, 1994, and which is incorporated herein by
reference.
(2)-4. Amendment No. 3, dated November 15, 1994, to Asset Sale Agreement
(Subsequent Facilities), dated March 29, 1994, between National Medical
Enterprises, Inc., as Seller and the Company, as Buyer, which was filed as
Exhibit 2(f) to the Company's Annual Report on Form 10-K for its fiscal
year ended September 30, 1994, and which is incorporated herein by
reference.
The Company undertakes to furnish supplementally a copy of any Exhibit to
the Asset Sale Agreement (Subsequent 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: December 15, 1994
Charter Medical Corporation
By __________/s/ John R. Day__________
John R. Day,
Vice President -- Controller
(Chief Accounting Officer)
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