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): May 17, 1996
PARACELSUS HEALTHCARE CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-67040 95-3565943
- --------------------------------------------------------------------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
155 NORTH LAKE AVENUE, SUITE 1100
PASADENA, CA 91101
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 792-8600
--------------
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
The Exhibit Index is located on Page 3.
The total number of pages of this Form 8-K is 5.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 17, 1996 (the "Event Date"), Paracelsus Healthcare Corporation,
a California corporation (the "Company"), acquired Davis Hospital and Medical
Center, a 120-bed general acute care hospital, formerly owned and operated by
General Hospitals of Galen, a Utah corporation ("Galen") wholly-owned by
Columbia/HCA Healthcare Corporation ("Columbia/HCA"), pursuant to a stock
purchase agreement dated as of November 28, 1995, as amended, between the
Company and Galen (the "Stock Purchase Agreement"). By the terms of the Stock
Purchase Agreement, the Company acquired all the shares of Paracelsus Davis
Hospital, Inc., the owner of substantially all assets of Davis Hospital and
Medical Center, from Galen for approximately $38.5 million in cash.
Also on the Event Date, pursuant to an asset exchange agreement dated
as of November 28, 1995, as amended, among Paracelsus Halstead Hospital, a
Kansas corporation wholly-owned by the Company ("PHH"), Paracelsus Elmwood
Medical Center, a Louisiana corporation wholly-owned by the Company ("PEMC"),
Paracelsus Peninsula Medical Center, a California corporation wholly-owned by
the Company ("PPMC"), Paracelsus Real Estate Corporation, a California
corporation wholly-owned by the Company ("PREC"), Pioneer Valley Hospital, Inc.,
a Utah corporation wholly-owned by Columbia/HCA ("PVH"), and Medical Center of
Santa Rosa, Inc., a Florida corporation wholly-owned by Columbia/HCA ("MCSR")
(the "Asset Exchange Agreement"), the Company acquired (i) Pioneer Valley
Hospital, a 139-bed general acute care hospital, formerly owned and operated by
PVH, and (ii) Santa Rosa Medical Center, a 129-bed general acute care hospital,
formerly owned and operated by MCSR, in exchange for (a) Halstead Hospital, a
190-bed general acute care hospital, formerly owned and operated by PHH, (b)
Elmwood Medical Center, a 135-bed general acute care hospital, formerly owned
and operated by PEMC, and (c) Peninsula Medical Center, a 119-bed general acute
care hospital, formerly owned and operated by PPMC.
The transaction undertaken pursuant to the Asset Exchange Agreement
and the Stock Purchase Agreement (the "Exchange Transaction") was structured as
a like-kind exchange, as described in Section 1031 of the Internal Revenue Code
of 1986, as amended (the "Code"), and as an exchange of assets under 42 U.S.C.
413.134(f)(4), designed to achieve favorable tax treatment. The Exchange
Transaction was undertaken in compliance with an Order of the Federal Trade
Commission (the "FTC"), FTC Docket No. C-3619 (October 3, 1995), whereby
Columbia/HCA was required to divest its interest in Pioneer Valley Hospital,
Santa Rosa Medical Center and Davis Hospital and Medical Center.
None of the acquired hospital facilities or their affiliates, at the
time of the negotiation of the Exchange Transaction had any material
relationship to the Company, any affiliate of the Company, any director or
officer of the Company or any associate of such director or officer. The
Company intends to continue to operate the businesses of Davis Hospital, Pioneer
Valley Hospital and Santa Rosa Medical Center.
- 2 -
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
It is impracticable to provide the required financial statements for
the acquired businesses at this point in time. The required financial
statements will be filed as soon as practicable, but not later than 60 days
from the date this Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
It is impracticable to provide the required pro forma financial
information at this point in time. The required pro forma financial
information will be filed as soon as practicable, but not later than 60
days from the date this Form 8-K is required to be filed.
(c) Exhibits.
Exhibit Exhibit Sequential
Number Description Page Number
------- ----------- -----------
2.1(a) Stock Purchase Agreement by Incorporated by
and between Paracelsus reference to the
Healthcare Corporation and Company's 10-K for
General Hospitals of Galen, the fiscal year
Inc., dated as of November ended September 30,
28, 1995 1995
2.1(b) First Amendment to Stock
Purchase Agreement by and
between Paracelsus
Healthcare Corporation and
General Hospitals of Galen,
Inc., dated as of April 24,
1996
2.2(a) Asset Exchange Agreement by Incorporated by
and between Paracelsus reference to the
Halstead Hospital, Inc., Company's 10-K for
Paracelsus Elmwood Medical the fiscal year
Center, Inc., Paracelsus ended September 30,
Peninsula Medical Center, 1995
Inc., Paracelsus Real
Estate Corporation and
Pioneer Valley Hospital,
Inc. and Medical Center of
Santa Rosa, Inc., dated as
of November 28, 1995
- 3 -
2.2(b) First Amendment to Asset
Exchange Agreement by and
between Paracelsus Halstead
Hospital, Inc., Paracelsus
Elmwood Medical Center,
Inc., Paracelsus Peninsula
Medical Center, Inc.,
Paracelsus Real Estate
Corporation and Pioneer
Valley Hospital, Inc. and
Medical Center of Santa
Rosa, Inc., dated as of
February 20, 1996
2.2(c) Second Amendment to Asset
Exchange Agreement by and
between Paracelsus Halstead
Hospital, Inc., Paracelsus
Elmwood Medical Center,
Inc., Paracelsus Peninsula
Medical Center, Inc.,
Paracelsus Real Estate
Corporation and Pioneer
Valley Hospital, Inc., and
Medical Center of Santa
Rosa, Inc., dated as of
April 24, 1996
2.3 Purchase and Sale Agreement
by and between American
Health Properties, Inc.,
AHP of Kansas, Inc., AHP of
New Orleans, Inc., AHP of
Utah, Inc., Paracelsus
Healthcare Corporation and
Paracelsus Pioneer Valley
Hospital, Inc., dated as of
May 15, 1996
2.4 Pioneer Hospital Lease by
and between AHP of Utah,
Inc. and Paracelsus Pioneer
Valley Hospital, Inc.,
dated as of May 15, 1996
- 4 -
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.
PARACELSUS HEALTHCARE CORPORATION
a California corporation
By: /s/ James T. Rush
------------------------------------------
Name: James T. Rush
Title: Vice President, Finance and
Chief Financial Officer
Date: May 30, 1996
- 5 -