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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 AND EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MARCH 24, 1997
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.)
8800 NORTH GAINEY CENTER DRIVE, SUITE 245, SCOTTSDALE, ARIZONA 85258
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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
A schedule showing the uses of the proceeds of Unison HealthCare Corporation's
$100,000,000 of 12-1/4% Senior Notes Due 2006 is filed as Exhibit 99.1 to this
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.
UNISON HEALTHCARE CORPORATION
March 24, 1997 By /s/ Jerry M. Walker
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Jerry M. Walker
President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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99.1 Use of proceeds schedule related to $100,000,000
of Unison HealthCare Corporation's 12-1/4% Senior
Notes Due 2006
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EXHIBIT 99.1
UNISON HEALTHCARE CORPORATION
$100,000,000 12.25% SENIOR NOTES DUE 2006
SOURCES AND USES OF FUNDS
Source of funds:
Private offering of Senior Notes $100,000,000
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Uses of funds: (1)
Signature Acquisition payment $ 43,067,000
Ampro Acquisition payment 487,000
Reduction of revolving credit facility 9,100,000 (2)
Repayment of Bank Financing 7,634,000 (3)
Repayment of BritWill note and reduction of
contingent obligation 9,750,000
Repayment of Omega Leasehold Mortgage Financing 4,034,000 (4)
Repayment of the Sunbelt Notes 2,048,000 (5)
Repayment of certain other indebtedness 2,883,000 (6)
General corporate purposes 15,547,000 (7)
Fees and expenses 5,450,000 (8)
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Total uses of funds $100,000,000
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(1) The funds were used over a period of time beginning on October 31,
1996 through approximately March 15, 1997.
(2) Includes $200,000 of fees. The revolving credit facility was paid
down to a zero balance with proceeds of the Offering, and has since
been drawn upon. As of March 24, 1997 the outstanding balance was
approximately $2,651,000. The balance is subject to change on a
daily basis.
(3) Includes interest and fees in the amount of $134,000.
(4) Includes interest in the amount of $34,000.
(5) Includes interest in the amount of $48,000. The holders of the
Sunbelt Notes elected to receive a portion of the total payment due
them in the form of Unison common stock valued at $800,000.
(6) Includes bank debt of Ampro and Sunbelt in the aggregate amount of
$896,000; debt owed to various parties in connection with prior
acquisitions by Ampro or Unison in the aggregate amount of
$1,095,000; and $892,000 of other indebtedness.
(7) Includes disbursements for reduction of accounts payable; working
capital related to the conversion of therapy services to Sunbelt
from other providers; costs related to certain capital expenditures;
costs related to the relocation of the corporate office; costs
related to the upgrade of the general ledger, accounts payable,
payroll, and labor time-keeping systems; costs related to
acquisitions in the approximate amount of $1,067,000; and other
costs.
(8) Includes costs related to the Offering as well as certain costs
related to the Ampro and Signature acquisitions, including a fee to
Trouver Capital Partners, L.P. in the amount of $83,940.
