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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): November 1, 2000
EVEREST HEALTHCARE SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 333-57191 36-4045521
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
101 North Scoville, Oak Park, Illinois 60302
(Address of principal executive offices) (zip code)
(Additional registrants listed on Exhibit A to this cover page.)
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EXHIBIT A TO COVER PAGE - ADDITIONAL REGISTRANTS
ACUTE EXTRACORPOREAL SERVICES, L.L.C.
(Exact name of registrant as specified in its charter)
Delaware 333-57191 36-4265964
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification No.)
organization)
CON-MED SUPPLY COMPANY, INC.
(Exact name of registrant as specified in its charter)
Illinois 333-57191 36-3147024
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification No.)
organization)
CONTINENTAL HEALTH CARE, LTD.
(Exact name of registrant as specified in its charter)
Illinois 333-57191 36-3084746
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification No.)
organization)
DIALYSIS SPECIALISTS OF TULSA, INC.
(Exact name of registrant as specified in its charter)
Oklahoma 333-57191 73-1508212
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification No.)
organization)
DUPAGE DIALYSIS LTD.
(Exact name of registrant as specified in its charter)
Illinois 333-57191 36-3029873
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification No.)
organization)
EVEREST HEALTHCARE INDIANA, INC.
(Exact name of registrant as specified in its charter)
Indiana 333-57191 36-3575844
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification No.)
organization)
EVEREST HEALTHCARE OHIO, INC.
(Exact name of registrant as specified in its charter)
Ohio 333-57191 31-1418495
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification No.)
organization)
EVEREST HEALTHCARE TEXAS HOLDING CORP.
(Exact name of registrant as specified in its charter)
Delaware 333-57191 36-4321504
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
EVEREST HEALTHCARE TEXAS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 333-57191 36-4321507
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
EVEREST MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-57191 Applied For
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
EVEREST NEW YORK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
New York 333-57191 36-4276708
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
EVEREST ONE IPA, INC.
(Exact name of registrant as specified in its charter)
New York 333-57191 13-3988854
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
EVEREST THREE IPA, INC.
(Exact name of registrant as specified in its charter)
New York 333-57191 36-4276711
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
EVEREST TWO IPA, INC.
(Exact name of registrant as specified in its charter)
New York 333-57191 36-4276710
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
HOME DIALYSIS OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
Arizona 333-57191 86-0711476
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
MERCY DIALYSIS CENTER, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 333-57191 39-1589773
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
NEW YORK DIALYSIS MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
New York 333-57191 36-3702390
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
NORTH BUCKNER DIALYSIS CENTER, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-57191 36-4206319
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
NORTHERN NEW JERSEY DIALYSIS, L.L.C
(Exact name of registrant as specified in its charter)
Delaware 333-57191 36-4291598
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
WSKC DIALYSIS SERVICES, INC.
(Exact name of registrant as specified in its charter)
Illinois 333-57191 36-2668594
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
101 North Scoville, Oak Park, Illinois 60302
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (708) 386-1000
Item 5. OTHER EVENTS.
On November 1, 2000, Everest Healthcare Services Corporation (the "Company")
entered into a definitive agreement with Fresenius Medical Care AG (the
"Buyer"), to merge into a wholly-owned subsidiary of Buyer for a purchase price
of $343 million, which will be comprised of $240 million cash and 2.25 million
Fresenius Medical Care AG preference shares. The cash portion of the purchase
price is subject to increase or decrease if the net worth of the company is
above or below a specified target.
The completion of the sale of the Company, which is subject to anti-trust and
other regulatory approval and certain customary closing conditions, is expected
to occur by the end of the year.
Further information regarding this transaction can be found in the press release
attached hereto as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99 Press Release of the Company, dated November 2, 2000
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 thereunto duly authorized, on the 14th day of November, 2000.
Everest Healthcare Services
Corporation
By: /s/ Craig W. Moore
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Craig W. Moore
Chairman and Chief Executive Officer
By: /s/ Lawrence D. Damron
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Lawrence D. Damron
Chief Financial Officer
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 14th day of
November, 2000.
Con-Med Supply Company, Inc.
Continental Health Care, Ltd.
Dialysis Specialists of Tulsa, Inc.
Dupage Dialysis, Ltd.
Everest Healthcare Indiana, Inc.
Everest Healthcare Ohio, Inc.
Everest Healthcare Texas Holding
Corp.
Everest Management, Inc.
Everest New York Holdings, Inc.
Everest One IPA, Inc.
Everest Three IPA, Inc.
Everest Two IPA, Inc.
Home Dialysis of America, Inc.
Mercy Dialysis Center, Inc.
New York Dialysis Management, Inc.
North Buckner Dialysis Center, Inc.
WSKC Dialysis Services, Inc.
By: /s/ Craig W. Moore
----------------------
Craig W. Moore
Chairman and Chief Executive Officer
By: /s/ Lawrence D. Damron
----------------------
Lawrence D. Damron
Chief Financial Officer
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 14th day of
November, 2000.
Northern New Jersey Dialysis, L.L.C.
Acute Extracorporeal Services, L.L.C.
By: /s/ Craig W. Moore
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Craig W. Moore
Chief Executive Officer
By: /s/ Lawrence D. Damron
----------------------
Lawrence D. Damron
Chief Financial Officer
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 14th day of
November, 2000.
Everest Healthcare Texas, L.P.
By: North Buckner Dialysis Center, Inc.
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General Partner
By: /s/ Craig W. Moore
----------------------
Craig W. Moore
Chief Executive Officer
By: /s/ Lawrence D. Damron
----------------------
Lawrence D. Damron
Chief Financial Officer