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) January 7, 1998
------------------
UNISON HEALTHCARE CORPORATION
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
----------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-27374 86-0684011
- ------------------------ ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
8800 North Gainey Center Drive, Suite 245, Scottsdale, Arizona 85258
- -------------------------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(602) 423-1954
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
<PAGE>
ITEM 5. OTHER EVENTS
On January 8, 1998, Unison HealthCare Corporation issued a news release
announcing that three of its operating subsidiaries have filed for protection
from creditor under Chapter 11. 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
January 9, 1998 By /s/ Lisa M. Beuche
-------------------------------------
Lisa M. Beuche
Vice President - Financial Reporting
2
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Of Exhibit
- ----------- ----------------------
99.1 Unison HealthCare Corporation news release announcing that three
of its operating subsidiaries have filed for protection from
creditor under Chapter 11.
3
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: Clayton Kloehr
Senior Vice President and Treasurer
(602) 423-1954
UNISON HEALTHCARE ANNOUNCES THAT THREE OF ITS OPERATING
SUBSIDIARIES HAVE FILED FOR PROTECTION FROM CREDITOR
UNDER CHAPTER 11
ACTION DOES NOT AFFECT OPERATIONS OUTSIDE TEXAS AND INDIANA
Scottsdale, Arizona (January 8, 1998) - Unison HealthCare Corporation
(Nasdaq:UNHC) today announced that three of its subsidiaries, which operate a
total of 26 nursing home facilities in Texas and Indiana, have filed for
protection under Chapter 11 of the federal bankruptcy laws in Arizona. The
filings were necessitated by actions taken by Omega Healthcare Investors, Inc.
to terminate or otherwise enforce contractual arrangements under which the
subsidiaries occupy and operate certain of such facilities. The subsidiary
filings do not affect Unison's operations outside of Texas and Indiana.
Mr. Michael A. Jeffries, president and chief executive officer of Unison
HealthCare Corporation, said, "We have been attempting to negotiate a good faith
resolution of a number of economic and other issues relating to our relationship
with Omega, which could have avoided the bankruptcy filings by our Texas and
Indiana subsidiaries. It is our intention to continue our efforts to
consensually resolve these matters under the protection of the bankruptcy court.
While we are hopeful that mutually acceptable arrangements can be reached with
Omega, we will, to the extent necessary, employ all available remedies under the
bankruptcy laws to attempt to reorganize these entities on a profitable basis."
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 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.
