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) FEBRUARY 3, 1998
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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.)
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
On February 3, 1998, Unison HealthCare Corporation issued a news release
announcing that the financial difficulties previously disclosed in its Form 10-Q
for the quarter ended September 30, 1997 continue to persist despite the
placement of $20 million aggregate principal amount of its 13% Senior Notes in
December 1997. The news release 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 hereto duly authorized.
UNISON HEALTHCARE CORPORATION
February 3, 1998 By /s/ LISA M. BEUCHE
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Lisa M. Beuche
Vice President - Financial Reporting
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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99.1 Unison HealthCare Corporation news release announcing that
the financial difficulties previously disclosed in its 10-Q
for the quarter ended September 30, 1997 continue to persist
despite the placement of $20 million aggregate principal
amount of its 13% Senior Notes in December 1997.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Michael A. Jeffries
President and Chief Executive Officer
(602) 423-1954
UNISON HEALTHCARE UPDATES FINANCIAL CONDITION
Scottsdale, Arizona (February 3, 1998) - Unison HealthCare Corporation
(Nasdaq:UNHC) today announced that the financial difficulties previously
disclosed in its Form 10-Q for the quarter ended September 30, 1997, continue to
persist despite the placement of $20 million aggregate principal amount of its
13% Senior Notes in December 1997. While the Company continues to seek ways to
reduce its cost of capital and operating expenses and provide liquidity, efforts
to date have not been successful.
Mr. Michael A. Jeffries, president and chief executive officer of Unison
HealthCare Corporation, said, "I want to assure our customers, suppliers,
employees and lenders that we continue to work hard toward a retooling of our
capital structure and operations to enable Unison to survive and eventually
thrive as a health service provider. I ask for everyone's continued support, for
which we are most appreciative, during this challenging time for Unison."
Because the Company's cash flow from operations and available capital
continue to be insufficient to meet its current operating expenses, lease
obligations and debt service requirements, the Company remains in covenant and
payment default in the terms of material operating leases and indebtedness. In
the absence of obtaining additional capital or concessions, the Company will be
unable to remedy the existing defaults and will experience additional defaults
in the future. The Company's operating leases are subject to termination in the
event of a default, and the Company's indebtedness may be accelerated in the
event of continuing default. Certain lenders could foreclose on Company assets
securing their indebtedness, which would include substantially all of the
Company's operating assets. In January 1998, three of the Company's subsidiaries
filed for Chapter 11 protection with respect to 14 of the Company's facilities
with financing arrangements through Omega Healthcare Investors, Inc. (Omega).
Omega has filed a suit against the Company to enforce the Company's guarantee of
obligations relating to these facilities.
In light of the foregoing, the Company may be required to seek
protection under applicable reorganization laws in order to avoid or delay
actions by its creditors and lessors which could materially disrupt the
Company's operations.
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Unison HealthCare Corporation is a provider of quality long-term and
specialty health care services. The Company provides a broad range of health
care services including nursing care, rehabilitation therapy, pharmacy and other
specialized services, primarily to subacute patients. The Company currently
operates 49 skilled nursing facilities and eight independent living facilities,
representing 5,158 beds.
THE STATEMENTS APPEARING ABOVE, WHICH ARE NOT HISTORICAL FACTS, ARE
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED, AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE SET FORTH IN THE FORWARD-LOOKING
STATEMENTS, INCLUDING DELAYS IN OR INABILITY TO CONCLUDE TRANSACTIONS, THE
ESTABLISHMENT OF COMPETING FACILITIES AND SERVICES, CANCELLATION OF LEASES OR
CONTRACTS, CHANGES IN APPLICABLE LAWS AND REGULATIONS, GENERAL MARKET ACCEPTANCE
OF THE COMPANY'S FACILITIES AND SERVICES, FLUCTUATIONS IN MARGINS, DEMAND
FLUCTUATIONS, ACCESS TO DEBT OR EQUITY FINANCING IN LIGHT OF RECENT LOSSES AND
CASH FLOW SHORT FALLS, ADVERSE UNINSURED DETERMINATIONS IN EXISTING OR FUTURE
LITIGATION OR REGULATORY PROCEEDINGS AND OTHER RISKS.
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