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United States
Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 3 to
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): March 3, 2005
Integrated Healthcare Holdings, Inc.
(Exact Name of Registrant as Specified
in Charter)
Nevada 0-23511 87-0412182
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification
Incorporation) No.)
1301 N. Tustin Ave., Santa Ana, CA 92705
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (714) 953-3503
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTE
THE PURPOSE OF THIS AMENDMENT IS TO REVISE THE UNAUDITED PRO FORMA FINANCIAL
STATEMENTS AND CERTAIN OTHER INFORMATION CONTAINED IN EXHIBIT 99.12.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Attached hereto as Exhibit 99.11 are the audited balance sheet for the
acquired assets as of December 31, 2004 and the audited statement of operations
for the acquired assets for the years ended December 31, 2004 and December 31,
2003, and accompanying notes.
(b) Pro Forma Financial Information.
Attached hereto as Exhibit 99.12 are the unaudited pro forma balance sheet
of Integrated Healthcare Holdings, Inc. (the "Company") as of December 31, 2004
and the unaudited pro forma statement of operations of the Company for the years
ended December 31, 2004 and December 31, 2003, and accompanying notes.
(c) Exhibits.
Exhibit Description
Number
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99.1 Second Amendment to Asset Sale Agreement, effective as of
January 1, 2005, between the Company and certain subsidiaries
of Tenet Healthcare Corporation. *
99.2 Third Amendment to Asset Sale Agreement, effective as of March
8, 2005, between the Company and certain subsidiaries of Tenet
Healthcare Corporation. *
99.3 Guaranty Agreement, dated as of March 3, 2005, by Orange County
Physicians Investment Network, LLC in favor of Medical Provider
Financial Corporation II. *
99.4 Guaranty Agreement, dated as of March 3, 2005, by Pacific
Coast Holdings Investments, LLC in favor of Medical Provider
Financial Corporation II. *
99.5 Subordination Agreement, dated as of March 3, 2005, by and among
the Company and its subsidiaries, Pacific Coast Holdings
Investments, LLC, and Medical Provider Financial
Corporation II. *
99.6 Credit Agreement, dated as of March 3, 2005, by and among the
Company and its subsidiaries, Pacific Coast Holdings
Investments, LLC and its members, and Medical Provider
Financial Corporation II. *
99.7 Form of $50 million acquisition note by the Company and the
Subsidiaries. *
99.8 Form of $30 million line of credit note by the Company and the
Subsidiaries. *
99.9 Triple Net Hospital and Medical Office Building Lease dated
March 3, 2005, as amended by Amendment No. 1 To Triple Net
Hospital And Medical Office Building Lease. *
99.10 Press Release issued by the Company on March 8, 2005. *
99.11 Audited financial statements for the acquired assets. *
99.12 Unaudited pro forma financial statements of the Company.
* Previously filed.
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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.
Integrated Healthcare Holdings, Inc.
By: /s/ Bruce Mogel
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Name: Bruce Mogel
Title: Chief Executive Officer
Date: Janyuary __ , 2006
INDEX TO EXHIBITS
Exhibit Description
Number
- --------------------------------------------------------------------------------
99.1 Second Amendment to Asset Sale Agreement, effective as of
January 1, 2005, between the Company and certain subsidiaries
of Tenet Healthcare Corporation. *
99.2 Third Amendment to Asset Sale Agreement, effective as of March
8, 2005, between the Company and certain subsidiaries of Tenet
Healthcare Corporation. *
99.3 Guaranty Agreement, dated as of March 3, 2005, by Orange County
Physicians Investment Network, LLC in favor of Medical Provider
Financial Corporation II. *
99.4 Guaranty Agreement, dated as of March 3, 2005, by Pacific
Coast Holdings Investments, LLC in favor of Medical Provider
Financial Corporation II. *
99.5 Subordination Agreement, dated as of March 3, 2005, by and among
the Company and its subsidiaries, Pacific Coast Holdings
Investments, LLC, and Medical Provider Financial
Corporation II. *
99.6 Credit Agreement, dated as of March 3, 2005, by and among the
Company and its subsidiaries, Pacific Coast Holdings
Investments, LLC and its members, and Medical Provider
Financial Corporation II. *
99.7 Form of $50 million acquisition note by the Company and the
Subsidiaries. *
99.8 Form of $30 million line of credit note by the Company and the
Subsidiaries. *
99.9 Triple Net Hospital and Medical Office Building Lease dated
March 3, 2005, as amended by Amendment No. 1 To Triple Net
Hospital And Medical Office Building Lease. *
99.10 Press Release issued by the Company on March 8, 2005. *
99.11 Audited financial statements for the acquired assets. *
99.12 Unaudited pro forma financial statements of the Company.
* Previously filed.
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