SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
May 18, 1999
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Date of Report (date of earliest event reported)
NEWCARE HEALTH CORPORATION
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Exact name of Registrant as Specified in its Charter
Nevada 0-24110 86-0594391
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
6000 Lake Forrest Drive, Suite 200, Atlanta, Georgia 30328
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Address of Principal Executive Offices, Including Zip Code
(404) 255-7500
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Registrant's Telephone Number, Including Area Code
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective May 18, 1999, subsidiaries of NewCare Health Corporation (the
"Company") transferred all of their interests in four nursing homes and one
assisted living facility to affiliates of Nationwide Health Properties
("NHP"). NHP held mortgages on each of these nursing homes which were unable
to generate sufficient cash flow to make the required payments on their
respective mortgage obligations totaling $21.5 million. The four nursing
homes transferred are the Central Tampa Nursing Home, Tampa, Florida; Dania
Nursing Home, Dania, Florida; Oak Manor Nursing Home, Largo, Florida; and the
Windward Nursing Center, Flowery Beach, Georgia. The assisted living facility
is the Oak Manor Villas in Largo, Florida.
The transfers were made in exchange for the release of the $21.5 million
loan mortgaged by the properties. The Company's related subsidiaries are
still liable for certain obligations and debts related to these facilities
incurred prior to the transfer.
The Company and Chris Brogdon, Chairman and Chief Executive Officer of
the Company, have provided guarantees of the representations, warranties and
other obligations of the subsidiaries which transferred the properties.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) PRO FORMA FINANCIAL INFORMATION. Pro Forma Financial Information
will be filed by amendment.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION LOCATION
Exhibit 10.1 Purchase and Sale Agreement Filed herewith
with JJS Properties, Inc. electronically
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.
NEWCARE HEALTH CORPORATION
Dated: June 18, 1999 By:/s/ Darrell C. Tucker
Darrell C. Tucker, President