SECURITIES AND EXCHANGE COMMISSION
Washington, DC 25049
FORM 12b-25
Notification of Late Filing
Commission File Number 0-27374
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(Check one)
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For period ended September 30, 1998
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the transition period ended
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the items(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full Name of Registrant Unison HealthCare Corporation
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Former Name if Applicable
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Address of principal executive office (STREET AND NUMBER)
15300 N. 90th St., Suite 100
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City, State and Zip Code Scottsdale, Arizona 85260
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PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof will be filed
on or before the fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed.)
Unison HealthCare Corporation (the "Company") previously reported that
it continues to experience financial difficulties and has been unsuccessful
in its efforts to reduce its cost of capital and operating expenses and
provide liquidity. The Company's cashflow shortfalls persist and management
is focusing its efforts on improving operations and completing a financial
restructuring of the Company. These events have delayed and are expected to
continue to delay the preparation of the Company's quarterly report on Form
10-Q for the three months ended September 30, 1998.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Nir E. Margalit (602) 423-1954
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(Name) (Area Code) (Telephone Number)
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(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[ ] Yes [X] No
Quarterly report on Form 10-Q for the period ended March 31, 1998
Quarterly report on Form 10-Q for the period ended June 30, 1998
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The Company recorded a net loss of $3.3 million for the three months
ended September 30, 1998 compared to a net loss of $2.0 million for the
same period in 1997. Revenues decreased 24.5% to $44.9 million due
primarily to the disposition of 12 nursing facilities during the first nine
months of fiscal 1998 (the "Dispositions"). Wages and related expenses
decreased 17.9% to $23.6 million due primarily to the Dispositions. Other
operating expenses decreased 23.3% to $16.9 million due primarily to the
Dispositions. Interest expense decreased from $5.1 million in the 1997
third quarter to $826,000 for the same period in 1998.
As previously reported, during 1998 the Company filed for
reorganization under Chapter 11 of the Bankruptcy Code. On June 15, 1998,
the Company concluded an agreement in principle with respect to a
consensual restructuring with some, but not all, of its creditor
constituencies. The agreement in principle formed the basis of the plan of
reorganization filed with the Bankruptcy Court on August 10, 1998. On
October 16, 1998, an amended plan of reorganization (the "Plan") was filed.
For further discussion of the Plan and to review the Plan and the
Disclosure Statement related thereto, please see the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997. During the
Chapter 11 process, the Company and its subsidiaries are operating their
business and managing their properties as debtors-in-possession under the
authority of the Bankruptcy Code. Therefore, the Company is not accruing
interest on its unsecured debt during its Chapter 11 proceedings.
Reorganization costs amounted to approximately $907,000 in the 1998 third
quarter.
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Unison HealthCare Corporation
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date November 17, 1998 By /s/ MICHAEL A. JEFFRIES
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Name Michael A. Jeffries
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Title President and Chief Executive
Officer
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INSTRUCTION. The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (SEE 18 U.S.C. 1001).
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