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UNITED STATES
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): December 4, 2002
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INTEGRATED HEALTH SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-12306 23-2428312
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
910 Ridgebrook Road, Sparks, Maryland 21152
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (410) 773-1000
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ITEM 5. OTHER EVENTS.
On December 3, 2002, Integrated Health Services, Inc., a Delaware
corporation ("IHS"), entered into a stock purchase agreement (the "Purchase
Agreement"), by and between IHS and THI Holdings, LLC, a Delaware limited
liability company ("THI"). The Purchase Agreement provides for the acquisition
by THI of the long-term care and contract rehabilitation therapy businesses of
IHS through the purchase of two wholly-owned direct subsidiaries of IHS, IHS
Long Term Care, Inc. and IHS Therapy Care, Inc., respectively (collectively, the
"Purchased Subsidiaries").
In consideration for the purchase of the stock of the Purchased
Subsidiaries, THI will pay to IHS $97,500,000 in cash, subject to certain upward
and downward adjustments provided for in the Purchase Agreement, plus the
assumption of substantially all of IHS' postpetition liabilities outstanding as
of the closing date. The closing of the transaction contemplated by the Purchase
Agreement is subject to the satisfaction of a number of conditions, including,
among others, (i) that no Material Adverse Effect (as defined in the Purchase
Agreement) shall have occurred; (ii) an order confirming the Plan of
Reorganization, in form and substance reasonably satisfactory to THI (the
"Confirmation Order"), shall have been entered and shall have become a Final
Order, and the Court shall have approved the Purchase Agreement, on or before
the 180th day after the date of the Purchase Agreement, and all other conditions
precedent to the effectiveness of the Plan of Reorganization shall have been
satisfied or waived; and (iii) the Court shall have entered a Final Order (which
may be the Confirmation Order) which provides an injunction against the
assertion of claims against IHS, as provided in Section 7.9 of the Purchase
Agreement. A copy of the Purchase Agreement is attached as an exhibit to this
Current Report on Form 8-K and is incorporated herein by reference.
In connection with the execution of the Purchase Agreement, IHS, THI
and Wilmington Trust Company, as escrow agent (the "Escrow Agent"), entered into
a Deposit Escrow Agreement, dated as of December 3, 2002 pursuant to which THI
deposited $12,000,000 in cash with the Escrow Agent to be held subject to the
terms of the Escrow Agreement. A copy of the Deposit Escrow Agreement is
attached as an exhibit to this Current Report on Form 8-K and is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
99.1 Stock Purchase Agreement, dated December 3, 2002, by and between
Integrated Health Services, Inc., a Delaware corporation and THI
Holdings, LLC, a Delaware limited liability company.
99.2 Deposit Escrow Agreement, dated December 3, 2002, by and among
Integrated Health Services, Inc., a Delaware corporation, THI Holdings,
LLC, a Delaware limited liability company and Wilmington Trust Compnay,
as deposit escrow agent.
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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.
Date: December 4, 2002
INTEGRATED HEALTH SERVICES, INC.
By: /s/ Guy Sansone
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Name: Guy Sansone
Title: Senior Vice President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENT
99.1 Stock Purchase Agreement, dated December 3, 2002, by and between
Integrated Health Services, Inc., a Delaware corporation and THI
Holdings, LLC, a Delaware limited liability company.
99.2 Deposit Escrow Agreement, dated December 3, 2002, by and among
Integrated Health Services, Inc., a Delaware corporation, THI Holdings,
LLC, a Delaware limited liability company and Wilmington Trust Compnay,
as deposit escrow agent.
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