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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): September 24, 1998
(September 9, 1998)
CHILDREN'S COMPREHENSIVE SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Tennessee 0-16162 62-1240866
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
3401 West End Avenue, Suite 500, Nashville, Tennessee 37203
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 383-0376
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 9, 1998, Children's Comprehensive Services, Inc. (the
"Registrant") completed a merger transaction in which CCS Merger Sub, Inc., the
Registrant's wholly-owned subsidiary, merged with and into Ameris Health
Systems, Inc. ("Ameris") and Ameris became a wholly-owned subsidiary of the
Registrant. Based in Nashville, Tennessee, Ameris, through its wholly-owned
subsidiary, American Clinical Schools, Inc., operates residential juvenile sex
offender programs in Tennessee and Alabama with an aggregate capacity of 168
licensed beds. In addition, Ameris has 60 beds under development in
Pennsylvania. Ameris, through subsidiaries, owns two residential facilities in
Tennessee and Alabama which are approximately 40,000 square feet and 38,000
square feet, respectively, and has leases for residential facilities in
Coatesville, Pennsylvania and in Clarksville, Tennessee. The Registrant intends
to continue the operations of Ameris and the use of its facilities to strengthen
the Registrant's continuum of services to at risk and troubled children.
The aggregate consideration paid to Ameris shareholders consisted of
approximately $12,500,000 in cash and assumption of liabilities. Of the
$12,500,000, approximately $3,225,000 was deposited in escrow to cover certain
offsets and contingencies. The aggregate consideration paid in connection with
the acquisition was determined based upon arm's length negotiations among the
parties.
The source of funds for the cash consideration paid to the Ameris
shareholders was from the Registrant's cash balances.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) and (b) Financial Statements of Businesses Acquired and Pro Forma
Financial Information.
To be filed by amendment. The Registrant believes that (i) it is
impractical prior to the filing of this Form 8-K to complete preparation of the
financial statements required to be filed pursuant to Rule 3-05 of Regulation
S-X and the pro forma financial information to be filed pursuant to Article 11
of Regulation S-X, and (ii) such information will be available, and will be
filed by the Registrant with the Commission as promptly as practicable, within
sixty days after this Form 8-K is required to be filed.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of September 9, 1998, among
Children's Comprehensive Services, Inc., CCS Merger Sub, Inc. and Ameris Health
Systems, Inc. (as directed by Item 601 (b)(2) of Regulation S-X, certain
schedules and exhibits to this document are omitted from this filing, and the
Registrant agrees to furnish supplementally a copy of any omitted schedule or
exhibit to the Commission upon request)
99 September 10, 1998 Press Release
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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.
CHILDREN'S COMPREHENSIVE SERVICES, INC.
Date: September 24, 1998 By: /s/ Donald B. Whitfield
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Donald B. Whitfield
Vice President of Finance and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO.
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2.1 Agreement and Plan of Merger, dated as of September 9, 1998, among
Children's Comprehensive Services, Inc., CCS Merger Sub, Inc. and
Ameris Health Systems, Inc. (as directed by Item 601 (b)(2) of
Regulation S-X, certain schedules and exhibits to this document are
omitted from this filing, and the Registrant agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the
Commission upon request)
99 September 10, 1998 Press Release
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