SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 25049
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 0-27374
(Check one)
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For period ended JUNE 30, 1999
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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: _______________________
PART I
REGISTRANT INFORMATION
Full Name of Registrant RainTree Healthcare Corporation
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Former Name if Applicable Unison Healthcare Corporation
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Address of principal executive office (STREET AND NUMBER) 15300 N 90th Street
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;
[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.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 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") entered into a
forbearance agreement on August 16, 1999 with the holders of its 11% Senior
Secured Notes due 2003, which defers the due date of the $1.3 million
interest payment due July 1, 1999. The Company is also negotiating a
forbearance agreement and amendment to its master lease with Omega
Healthcare Investors, Inc. These events have delayed the completion of the
Company's quarterly report on Form 10-Q for the three months ended June 30,
1999.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
NIR E. MARGALIT (480) 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).
[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 net loss of $4.9 million for the three months
ended June 30, 1999, compared to a net loss of $5.0 in the prior year
quarter. Revenues decreased 35.7% to $30.9 million due primarily to the
disposition of nine nursing facilities since the second quarter of 1998.
Wages and related expenses decreased 27.7% to $17.7 million. Other
operating expenses decreased 38.6% to $10.9 million. Interest expense
decreased from $4.1 million in the 1998 second quarter to $2.4 million in
the 1999 period due to the decrease in RainTree's debt as a result of
emergence from bankruptcy on January 31, 1999.
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RAINTREE HEALTHCARE CORPORATION
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(Name of Registrant as Specified in Charter)
Has caused its notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date August 17, 1999 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 this form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
criminal violations (SEE 18 U.S.C. 1001).
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