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
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May 29, 1996
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(Date of Report; Date of Earliest Event Reported)
PARACELSUS HEALTHCARE CORPORATION
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(Exact Name of Registrant as specified in its Charter)
California 33-67040 95-3565943
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
155 North Lake Avenue, Suite 1100, Pasadena, California 91101
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(Address of Principal Executive Offices) (Zip Code)
(818) 792-8600
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
The Exhibit Index is located on Page 5.
The total number of pages of this Form 8-K is 5.
Item 5.OTHER EVENTS.
As of May 29, 1996, Paracelsus Healthcare Corporation, a California
corporation (the "Company"), Champion Healthcare Corporation, a Delaware
corporation ("Champion"), and PC Merger Sub, Inc., a newly organized Delaware
corporation and a wholly owned subsidiary of the Company ("Merger Sub"), entered
into an Amended and Restated Agreement and Plan of Merger (the "Amended and
Restated Merger Agreement") amending and restating the Agreement and Plan of
Merger, dated as of April 12, 1996, among the Company, Champion and Merger Sub
(the "Merger Agreement") pursuant to which, among other things, Merger Sub will
be merged (the "Merger") with and into Champion with Champion becoming a wholly
owned subsidiary of the Company.
The Amended and Restated Merger Agreement amends the Merger Agreement and
provides, among other things, that (i) each of the 450 shares of the Company's
common stock currently outstanding will be split into and thereafter represent
66,159.426 shares of the Company's common stock (the "Common Stock"), (ii) upon
consummation of the Merger, in addition to a grant of certain options to
purchase shares of Common Stock, the holders of PSARs and PPSUs (each as defined
in the Merger Agreement) will receive cash in exchange for their PSARs and PPSUs
in an aggregate amount of $20,500,000 and (iii) the votes of Champion's
stockholders required to adopt and approve the Merger are (x) the
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affirmative vote of the holders of a majority of the total voting power
represented by the outstanding shares of Champion's common stock, Series C
Cumulative Convertible Preferred Stock ("Series C Preferred Stock") and
Series D Cumulative Convertible Preferred Stock ("Series D Preferred Stock"),
voting together as a single class, and (y) the affirmative vote of the
holders of at least 90% of the outstanding shares of each of the Series C
Preferred Stock and the Series D Preferred Stock, each voting as a separate
class.
The foregoing description is qualified in its entirety by reference to
the Amended and Restated Merger Agreement, attached hereto as Exhibit 2.1 and
incorporated by reference herein.
(c) EXHIBITS.
2.1. Amended and Restated Agreement and Plan of Merger, dated as of May 29,
1996, among Paracelsus Healthcare Corporation, Champion Healthcare
Corporation and PC Merger Sub, Inc.
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SIGNATURE
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.
Dated: July 22, 1996
PARACELSUS HEALTHCARE CORPORATION
a California corporation
By /s/ James T. Rush
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James T. Rush
Vice President, Finance and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1. Amended and Restated Agreement and Plan of Merger, dated as of
May 29, 1996, among Paracelsus Healthcare Corporation, Champion
Healthcare Corporation and PC Merger Sub, Inc.
5