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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 25049
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 0-27374
(Check one)
|X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_|Form N-SAR
For period ended December 31, 1998
|_| 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
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:
PART I
REGISTRANT INFORMATION
Full Name of Registrant RainTree Healthcare Corporation
Former Name if Applicable Unison HealthCare Corporation
Address of principal executive office (Street and Number) 15300 N 90th Street
Suite 100
City, State and Zip Code Scottsdale, Arizona 85260
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.)
|X| (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
|X| (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.
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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)
RainTree Healthcare Corporation (the "Company") previously
reported that it emerged from Chapter 11 bankruptcy protection
effective January 31, 1999. Management is focusing its efforts on
implementing its plan of reorganization and completing the financial
restructuring of the Company. In addition, a new board of directors was
put in place in March 1999. These events have delayed the preparation
of the Company's annual report on Form 10-K for the fiscal year ended
December 31, 1998. The Company plans to file the Form 10-K on or before
April 15, 1999.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Nir E. Margalit (602) 423-1954
(Name) (Area Code) (Telephone Number)
(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).
|X| Yes |_| No
(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 loss before income taxes and
extraordinary charges of $53.8 million for the year ended December 31,
1998, compared to $49.7 for the prior year period. Revenues decreased
18.0% to $184.0 million due primarily to the disposition of certain
long term care facilities in fiscal 1998. Wages and related expenses
decreased 14.2% to $99.7 million. Other operating expenses decreased
13.1% to $73.5 million. Interest expense decreased from $20.1 million
in 1997 to $12.1 million in 1998. Impairment losses and reorganization
expenses for 1998 amounted to $23.4 million and $5.5 million,
respectively.
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RainTree Healthcare Corporation
(Name of Registrant as Specified in Charter)
Has caused its notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date April 1, 1999 By /s/ MICHAEL A. JEFFRIES
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Name Michael A. Jeffries
Title President and Chief Executive Officer
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 this form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
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