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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) JUNE 3, 1997
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CHOICECARE CORPORATION
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(Exact name of registrant as specified in its charter)
OHIO 0-22295 31-1446609
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
655 EDEN PARK DRIVE, SUITE 400
CINCINNATI, OHIO 45202
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (513) 784-5200
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
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As of June 3, 1997, ChoiceCare Corporation ("ChoiceCare") entered into a
definitive Agreement and Plan of Merger ("Merger Agreement") with Louisville,
Kentucky-based Humana Inc. ("Humana"), under which Humana will pay total
consideration of $250 million in cash for ChoiceCare's outstanding common
shares and vested stock options, or $16.38 per outstanding share. Closing of
the transaction is subject to the approval of ChoiceCare's shareholders and the
satisfaction of certain conditions, including regulatory approval. In addition,
the transaction is subject to termination, under certain conditions, including
if the transaction has not closed on or before January 31, 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
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Exhibit No. S-K Item 601 Reference Description
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1 (99) Press Release dated June 5, 1997.
2 (10) Amended and Restated Employment
Agreement between ChoiceCare and
Thomas D. Anthony, Esq.,
effective January 1, 1997.
3 (10) Amended and Restated Employment
Agreement between ChoiceCare and
Michael J. Barber, M.D.,
effective January 1, 1997.
4 (10) Amended and Restated Employment
Agreement between ChoiceCare and
Daniel A. Gregorie, M.D.,
effective January 1, 1997.
5 (10) Amended and Restated Employment
Agreement between ChoiceCare and
Jane E. Rollinson, effective
January 1, 1997.
6 (10) Amended and Restated Supplemental
Executive Retirement Agreement
between ChoiceCare and Daniel A.
Gregorie, M.D., effective January
1, 1997.
7 (10) Seventh Amendment to Lease
Agreement between ChoiceCare and
CPX-Commercial Properties, Inc.,
effective June 4, 1997.
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SIGNATURE
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.
CHOICECARE CORPORATION
Date: June 16, 1997 By: /s/ JUAN M. FRAIZ
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Juan M. Fraiz
Vice President and Chief Financial
Officer (Principal Financial Officer)
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