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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: April 3, 1998
(Date of earliest event reported)
RETIREMENT CARE ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
COLORADO 1-14114 43-1441789
(State or other jurisdiction of (Commission file number) (I.R.S. Employer Identification No.)
incorporation or organization)
6000 LAKE FORREST DRIVE, SUITE 200
ATLANTA, GEORGIA 30328
(Address of principal executive offices)
(404) 255-7500
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On April 3, 1998, Retirement Care Associates, Inc. ("RCA") entered into
a fourth amendment (the "Amendment") to the Agreement and Plan of Merger and
Reorganization, dated as of February 17, 1997, as amended by Amendment No. 1
thereto dated as of May 27, 1997, by Amendment No. 2 thereto dated as of August
21, 1997 and by Amendment No. 3 thereto dated as of November 25, 1997 (as
amended, the "Merger Agreement"), by and among RCA, Sun Healthcare Group, Inc.,
a Delaware corporation ("Sun"), and Peach Acquisition Corporation, a Colorado
corporation and a wholly-owned subsidiary of Sun ("Merger Sub"), pursuant to
which Merger Agreement Merger Sub will be merged (the "Merger") with and into
RCA.
The Amendment (i) extends the date after which either party may freely
terminate the Merger Agreement from March 31, 1998 to June 30, 1998 and (ii)
adds as a condition to Sun's obligation to consummate the Merger a requirement
that a Memorandum of Understanding entered into in connection with the
settlement of certain shareholder litigation involving RCA remain in effect.
The Merger is subject to approval by the shareholders of Sun and RCA
and will be considered at separate meetings now anticipated to occur in the
second quarter of 1998. The Merger remains subject to other customary
conditions. The Merger will be effective promptly following shareholder
approval, assuming satisfaction of the other conditions to the Merger.
The foregoing description is qualified in its entirety by reference to
the full text of the Amendment, which is attached hereto as Exhibit 2.1 and
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following is a list of the Exhibits attached
hereto.
Exhibit No. 2.1 Amendment No. 4 to the Agreement and Plan of Merger and
Reorganization dated as of February 17, 1997, as amended by
Amendment No. 1 thereto dated as of May 27, 1997, by Amendment
No. 2 thereto dated as of August 21, 1997 and by Amendment No.
3 thereto dated as of November 25, 1997 among Sun Healthcare
Group, Inc., Peach Acquisition Corporation and Retirement Care
Associates, Inc.
Exhibit No. 99.1 Joint Press Release
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
RETIREMENT CARE ASSOCIATES, INC.
By: \s\ Darrell C. Tucker
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Darrell C. Tucker, Its Treasurer
Dated as of April 3, 1998.
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
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2.1 Amendment No. 4 to the Agreement and Plan of Merger and
Reorganization dated as of February 17, 1997, as amended by
Amendment No. 1 thereto dated as of May 27, 1997, by Amendment
No. 2 thereto dated as of August 21, 1997 and by Amendment No.
3 thereto dated as of November 25, 1997 among Sun Healthcare
Group, Inc., Peach Acquisition Corporation and Retirement Care
Associates, Inc.
99.1 Joint Press Release