UNITED STATES
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: June 10, 1996
HEALTH MANAGEMENT ASSOCIATES, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 000-18799 61-0963645
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5811 PELICAN BAY BLVD., SUITE 500, NAPLES, FLORIDA 33963-2710
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (941)598-3131
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(Former name or former address, if changed since last report)
This report consists of 75 pages.
Item 2. Acquisition or Disposition of Assets
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On June 10, 1996 the Company completed the acquisition of the Midwest City
Regional Hospital, a 208-bed hospital located in Midwest City, Oklahoma County,
Oklahoma. The transaction, which was the result of an arms-length negotiation,
includes a thirty year lease of the buildings and equipment from the Midwest
City Memorial Hospital Authority. To complete the transaction, the Company
defeased two outstanding bond issues, paid off the balance of an outstanding
mortgage, and assumed certain other debt at closing. In addition, the Company
purchased the hospital's working capital as of May 31, 1996, which is subject to
post-closing settlement upon completion of an independent audit.
The total acquisition cost was approximately $69,776,000. The following
summarizes a preliminary allocation of the transaction cost to the major
categories of assets acquired and liabilities assumed:
Working capital $ 6,463,000
Leasehold acquisition cost-
buildings and equipment 64,600,000
Long-term debt (1,287,000)
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$69,776,000
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The source of funds for the acquisition was cash on hand of the Company. The
Company intends to continue use of the assets acquired as a hospital facility.
The above transaction was closed effective June 10, 1996 pursuant to a
Definitive Agreement and Lease Agreement, both dated May 21, 1996 among Midwest
City Memorial Hospital Authority, an Oklahoma Public Trust, and Midwest City
HMA, Inc. and Health Management Associates, Inc. The foregoing description of
the acquisition is qualified in its entirety by reference to the Definitive
Agreement and Lease Agreement, which are filed as Exhibit 2.1 at page 8 of this
Report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) and (b) Financial Statements and Pro Forma Financial Information
At the time of this Report, it is impracticable to provide the financial
statements (including a manually-signed accountants' report) and the unaudited
pro forma financial information required by Item 7(a) and (b) of Form 8-K. The
required financial statements, manually-signed accountants' report and unaudited
pro forma financial information will be filed by the Registrant, under cover of
Form 8-K/A, as soon as practicable, but not later than August 23, 1996.
(c) Exhibits
See Index to Exhibits
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SIGNATURES
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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, thereunto duly authorized.
Health Management Associates, Inc.
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(Registrant)
By: /s/ Stephen M. Ray
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Stephen M. Ray
Senior Vice President - Finance
(Duly authorized officer and
Principal Financial Officer)
Date: June 17, 1996
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INDEX TO EXHIBITS
(1) Underwriting agreement
Not applicable
(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession.
2.1 Definitive Agreement and Lease Agreement, both dated May 21, 1996,
among Midwest City Memorial Hospital Authority, an Oklahoma Public
Trust, and Midwest City HMA, Inc. and Health Management Associates,
Inc. are included herein as Exhibit 2.1 at page 8 of this Report.
(4) Instruments defining the rights of security holders, including indentures.
The Fourth Restated Certificate of Incorporation, previously filed and
included as Exhibit 3.4 to the Company's Registration Statement on Form S-
1, Amendment No. 2 (Registration No. 33-36406), is incorporated herein by
reference.
The Certificate of Amendment of the Fourth Restated Certificate of
Incorporation, previously included as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 1992, is
incorporated herein by reference.
By-laws, as amended, previously filed and included as Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended December 31,
1995, is incorporated herein by reference.
Amended and Restated Credit Agreement, dated September 29, 1998, between
Liberty National Bank and Trust Company of Louisville, the Company, HMA
Holding Corp. and certain subsidiaries, including subsequent Amendments One
through Five thereto, previously filed and included as Exhibits 4.7 through
4.11 and 4.15 to the Company's Registration Statement on Form S-1
(Registration No. 33-36406), is incorporated herein by reference.
Sixth Amendment to Amended and Restated Credit Agreement, dated June 10,
1991, between the Company and Liberty National Bank and Trust Company of
Louisville, previously filed and included as Exhibit 4.17 to the Company's
Registration Statement on Form S-1 (Registration No. 33-43193), is
incorporated herein by reference.
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INDEX TO EXHIBITS (Continued)
Seventh Amendment to Amended and Restated Credit Agreement, dated June 16,
1992, between the Company and Liberty National Bank and Trust Company of
Louisville, previously filed and included as Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1992, is
incorporated herein by reference.
Eighth Amendment to Amended and Restated Credit Agreement, dated November
30, 1992, between the Company and Liberty National Bank and Trust Company
of Louisville, previously filed and included as Exhibit 4.10 to the
Company's Annual Report on Form 10-K for the fiscal year ended September
30, 1992, is incorporated herein by reference.
Ninth Amendment to Amended and Restated Credit Agreement, dated October 18,
1993, between the Company and Liberty National Bank and Trust Company of
Louisville, previously filed and included as Exhibit 4.14 to the Company's
Annual Report on Form 10-K for the fiscal year ended September 30, 1993, is
incorporated herein by reference.
Term Loan Agreement among Riverview Regional Medical Center, Inc. and NCNB
National Bank of Florida, the Bank of Nova Scotia and the Banks named
therein, dated July 6, 1992, Parent Guaranty Agreement made as of July 6,
1992, and Interest Rate Swap transaction, effective July 15, 1992,
previously filed and included as Exhibit 4.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1992, is incorporated
herein by reference.
Fourth Amended and Restated Credit and Reimbursement Agreement among the
Company and NationsBank of Florida National Association and the Banks named
therein, dated December 1, 1994, previously filed and included as Exhibit
4.12 to the Company's Annual Report on Form 10-K for the year ended
September 30, 1994, is incorporated herein by reference.
Amended and Restated Parent Guaranty Agreement of Health Management
Associates, Inc. related to a Term Loan agreement made July 6, 1992 among
Riverview Regional Medical Center, Inc., NationsBank of Florida, National
Association, and the Banks named therein, made as of December 1, 1994,
previously filed and included as Exhibit 4.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995, is incorporated
herein by reference.
Credit Agreement between Gaffney HMA, Inc. and First Union National Bank of
North Carolina, dated September 2, 1993, and Guaranty Agreement between
Health Management Associates, Inc. and First Union National Bank of North
Carolina, made as of
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INDEX TO EXHIBITS (Continued)
September 2, 1993, previously filed and included as Exhibit
4.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, are incorporated herein by reference.
Modification Agreement (to the Guaranty Agreement between Health Management
Associates, Inc. and First Union National Bank of North Carolina related to
the Credit Agreement dated September 2, 1993 between Gaffney HMA, Inc. and
First Union National Bank of North Carolina) between Health Management
Associates, Inc. and First Union National Bank of North Carolina, made as
of December 16, 1994, previously filed and included as Exhibit 4.3 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1995, is incorporated herein by reference.
Modification Agreement (to the Guaranty Agreement dated November 20, 1987
for a Mortgage Construction Loan to Orlando HMA, Inc.) by and between
Health Management Associates, Inc. and First Union National Bank of
Florida, made as of April 10, 1995, previously filed and included as
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995, is incorporated herein by reference.
Modification Agreement (to the Guaranty Agreement dated August 19, 1988 for
a Mortgage Construction Loan to Martin HMA, Inc.) by and between Health
Management Associates, Inc. and First Union National Bank of Florida, made
as of April 10, 1995, previously filed and included as Exhibit 4.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995
is incorporated herein by reference.
(16) Letter re change in certifying accountant
Not applicable.
(17) Letter re director resignation
Not applicable.
(20) Other documents of statements to security holders
Not applicable.
(23) Consents of experts and counsel.
Not applicable.
(24) Power of Attorney.
Not applicable.
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INDEX TO EXHIBITS (Continued)
(27) Financial Data Schedule.
Not applicable.
(99) Additional Exhibits.
Not applicable.
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