SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) May 13, 1998
UCI Medical Affiliates, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-13265 59-2225346
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(Commission File Number) (I.R.S. Employer Identification No.)
1901 Main Street, Suite 1200, Columbia, SC 29201
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(Address of Principal Executive Offices) (Zip Code)
(803) 252-3661
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
This Form 8-K/A amends the Form 8-K filed with the Securities and Exchange
Commission ("SEC") on February 17, 1998 by UCI Medical Affiliates, Inc., a
Delaware corporation ("UCI"); that certain Form 8-K/A filed with the SEC on
April 20, 1998; that certain Form 8-K/A filed with the SEC on May 28, 1998; that
certain Form 8-K/A filed with the SEC on July 24, 1998; that certain Form 8-K/A
filed with the SEC on August 13, 1998; and that certain Form 8-K/A filed with
the SEC on October 13, 1998; and is filed to include Exhibit 2.5 as identified
below.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The revised consolidated financial statements for MainStreet
Healthcare Corporation, the business acquired by a wholly-owned subsidiary
of UCI Medical Affiliates, Inc., were included in the Company's Form 8-K/A
filed with the SEC on August 13, 1998.
(b) Pro Forma Financial Information.
The revised unaudited pro forma financial information prepared to
give effect to the acquisition is included in the Company's Preliminary
Proxy Statement for its 1998 Annual Meeting of Stockholders filed with the
SEC on August 22, 1998, and is incorporated herein by reference.
(c) Exhibits.
Exhibit 2 Acquisition Agreement and Plan of Reorganization dated
February 9, 1998, by and among UCI Medical Affiliates of
Georgia, Inc., a South Carolina corporation; UCI Medical
Affiliates, Inc., a Delaware corporation; MainStreet
Healthcare Corporation, a Delaware corporation; MainStreet
Healthcare Medical Group, P.C., a Georgia professional
corporation; MainStreet Healthcare Medical Group, PC, a
Tennessee professional corporation; Prompt Care Medical
Center, Inc., a Georgia corporation; Michael J. Dare; A.
Wayne Johnson; PENMAN Private Equity and Mezzanine Fund,
L.P., a Delaware limited partnership; and Robert G. Riddett,
Jr. (Previously filed with the initial filing of this Report
on Form 8- K).
Exhibit 2.1 First Amendment To Acquisition Agreement and Plan of
Reorganization dated April 15, 1998, by and among UCI
Medical Affiliates of Georgia, Inc., a South Carolina
corporation; UCI Medical Affiliates, Inc., a Delaware
corporation; MainStreet Healthcare Corporation, a Delaware
corporation; MainStreet Healthcare Medical Group, P.C., a
Georgia professional corporation; MainStreet Healthcare
Medical Group, PC, a Tennessee professional corporation;
Prompt Care Medical Center, Inc., a Georgia corporation;
Michael J. Dare; A. Wayne Johnson; PENMAN Private Equity and
Mezzanine Fund, L.P., a Delaware limited partnership; and
Robert G. Riddett, Jr (Previously filed with the filing of
this Report on Form 8-K/A filed on April 20,1998).
Exhibit 2.2 Second Amendment To Acquisition Agreement and Plan of
Reorganization dated May 7, 1998, by and among UCI Medical
Affiliates of Georgia, Inc., a South Carolina corporation;
UCI Medical Affiliates, Inc., a Delaware corporation;
MainStreet Healthcare Corporation, a Delaware corporation;
MainStreet Healthcare Medical Group, P.C., a Georgia
professional corporation; MainStreet Healthcare Medical
Group, PC, a Tennessee professional corporation; Prompt Care
Medical Center, Inc., a Georgia corporation; Michael J.
Dare; A. Wayne Johnson; PENMAN Private Equity and Mezzanine
Fund, L.P., a Delaware limited partnership; and Robert G.
Riddett, Jr. (Previously filed with the filing of this
Report on Form 8-K/A filed on May 28,1998)
Exhibit 2.3 Conditional Delivery Agreement dated effective as of May 1,
1998, by and among UCI Medical Affiliates, Inc.; UCI Medical
Affiliates of Georgia, Inc.; and MainStreet Healthcare
Corporation. (Previously filed with the filing of this
Report on Form 8-K/A filed on July 24,1998)
Exhibit 2.4 Amendment to Conditional Delivery Agreement dated as of July
21, 1998, by and among UCI Medical Affiliates, Inc.; UCI
Medical Affiliates of Georgia, Inc.; and MainStreet
Healthcare Corporation. (Previously filed with the filing of
this Report on Form 8-K/A filed on July 24,1998)
Exhibit 2.5 Second Amendment to Conditional Delivery Agreement dated as
of December 7, 1998, by and among UCI Medical Affiliates,
Inc.; UCI Medical Affiliates of Georgia, Inc.; and
MainStreet Healthcare Corporation.
Exhibit 99 News release of UCI Medical Affiliates, Inc. dated February
13, 1998. (Previously filed with the initial filing of this
Report on Form 8-K).
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.
UCI MEDICAL AFFILIATES, INC.
Date: December 7, 1998 By: /s/ JERRY F. WELLS, JR., CPA
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Jerry F. Wells, Jr., C.P.A.
Executive Vice President of Finance and
Chief Financial Officer