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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JULY 3, 1996
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UNISON HEALTHCARE CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-27374 86-0684011
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(Commission File Number) (I.R.S. Employer Identification No.)
7272 East Indian School Road, Suite 214, Scottsdale, Arizona 85251
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(Address of Principal Executive Offices) (Zip Code)
(602) 423-1954
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
On July 3, 1996, Unison HealthCare Corporation ("Unison") and Labco
Acquisition Co., a newly formed, wholly owned subsidiary of Unison ("Labco"),
entered into an Agreement and Plan of Merger (the "Ampro Agreement") with
American Professional Holding, Inc. ("Ampro"). The following description of the
Ampro Agreement is qualified in its entirety by reference to the Ampro Agreement
filed as an exhibit to this report.
Pursuant to the Ampro Agreement, and subject to the approval of the
Ampro shareholders and the satisfaction of other conditions, Labco and Ampro
will merge, with Ampro being the surviving corporation, and Unison will own all
of the outstanding shares of the surviving corporation. In the merger, the
outstanding shares of Ampro Common Stock will be converted into the right to
receive that number of shares of Unison Common Stock obtained by dividing
521,000 by the number of issued and outstanding shares of Ampro prior to the
effective time of the merger. The number of shares of Unison Common Stock to be
received by Ampro shareholders in the merger is subject to reduction based on
the net income of Ampro for the quarter ended June 30, 1996. Fractional shares
of Unison Common Stock will not be issued; instead, the value thereof will be
paid in cash based on the per share closing price on the Nasdaq National Market
of Unison Common Stock during the 20 consecutive trading days ending on the
fifth trading day prior to the effective time of the merger.
Unison and Memphis Acquisition Co., a newly formed, wholly owned
subsidiary of Unison ("Memco"), entered into an Agreement and Plan of Merger
also dated as of July 3, 1996 (the "Memphis Agreement") with Memphis Clinical
Laboratory, Inc. ("Memphis"). The following description of the Memphis Agreement
is qualified in its entirety by reference to the Memphis Agreement filed as an
exhibit to this report.
Pursuant to the Memphis Agreement, and subject to the approval of the
Memphis shareholders and the satisfaction of other conditions, Memco and Memphis
will merge, with Memphis being the surviving corporation, and Unison will own
all of the outstanding shares of the surviving corporation. In the merger, three
shareholders who currently hold approximately 35% of the outstanding shares of
Memphis will receive pro rata portions of 19,000 shares of Unison Common Stock
and the holder of the remaining shares of Memphis will receive cash, subject to
adjustment based on the effective time of the merger, currently estimated at
$233,750, and a promissory note in the original principal amount of $250,000.
The Ampro Agreement and the Memphis Agreement are mutually contingent.
The three shareholders of Memphis who will receive shares of Unison pursuant to
the Memphis Agreement beneficially own approximately 92% of the issued and
outstanding common stock of Ampro.
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.
UNISON HEALTHCARE CORPORATION
September 3, 1996 By /s/ Jerry M. Walker
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Jerry M. Walker
President and Chief Executive Officer
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