SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JANUARY 20, 1999
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RAINTREE 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.)
15300 N. 90TH ST., SUITE 100, SCOTTSDALE, ARIZONA 85260
(Address of Principal Executive Offices) (Zip Code)
(602) 423-1954
(Registrant's Telephone Number, Including Area Code)
UNISON HEALTHCARE CORPORATION
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On January 25, 1999, Unison HealthCare Corporation, now RainTree Healthcare
Corporation (the "Company") issued a news release announcing that the U.S.
Bankruptcy Court for the District of Arizona in Phoenix confirmed the Company's
plan of reorganization. The news release is filed as Exhibit 99.1 to this Form
8-K. The plan of reorganization became effective on January 31, 1999.
On February 1, 1999, the Company issued a press release announcing that it
changed its name to RainTree Healthcare Corporation. The news release is filed
as Exhibit 99.2 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 hereunto duly authorized.
RAINTREE HEALTHCARE CORPORATION
February 5, 1999 By /s/ JIMMY L. FIELDS
-----------------------------------
Jimmy L. Fields
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 January 25, 1999 Press Release.
99.2 February 1, 1999 Press Release.
Exhibit 99.1
Unison Reorganization Plan Confirmed (Trade Press)
Phoenix, AZ, January 25, 1999 - On Wednesday, January 20, the U.S.
Bankruptcy Court for the District of Arizona in Phoenix orally confirmed a
reorganization plan for Unison HealthCare Corporation, a national provider of
long term and specialty health care services. The confirmation was made possible
by a settlement reached between the Company and the sole objecting creditor,
Wayland Investment Fund, which provides Wayland with an additional $200,000 in
new notes issued under the plan. The plan calls for Unison's emergence from
bankruptcy protection on January 31, assuming no objections to the settlement
are filed within that time period. The Company does not expect any objections.
In announcing the court's decision, Jimmy L. Fields, Executive Vice
President and Chief Financial Officer, said "This sets the stage for Unison to
concentrate on our core competency, which is the management of long term care
and assisted living facilities."
Unison, which went into Chapter 11 in May of 1998, will reduce the number
of facilities it leases and manages to 35 (32 long-term care facilities and 3
assisted living) in Colorado, Texas, Arizona, Alabama, Indiana and Michigan.
Seven of these facilities were purchased for $38.2 million by Omega Healthcare
Investors, Inc. of Ann Arbor, Michigan and leased back to Unison.
Under the terms of the plan, Reorganized Unison will issue 8,000,000 new
shares, the majority of which will be held by three of the original noteholders:
Dean Witter & Company, Merrill Lynch, and Capital Resources, in lieu of their
debt.
"By divesting non-performing facilities, we've substantially strengthened
our operational integrity," Fields noted, "and the substantial reduction of debt
service places us in a much more stable fiscal position. We now have the
financial and operational means to deliver appropriate care on an ongoing
basis."
Secured creditors other than insiders will be paid in full. Unsecured
creditors, identified as Convenience Creditors, with claims under $1,000 are to
be paid in full. Unsecured general creditors qualifying as Essential Vendors,
chiefly suppliers of medical-related products and services essential to patient
care, will be paid in full. Other unsecured trade creditors will receive a
package of cash, notes and new stock valued at approximately 30% to 35% on the
dollar. Other unsecured general creditors will receive a package of notes valued
at approximately 15% plus a pro rata portion of the new common stock of
Reorganized Unison.
Two inside creditors and former directors, Bruce Whitehead and David
Kremser, will each receive approximately $541,000 in cash, notes for
approximately $1.5 million and approximately $1.3 million, respectively.
Additionally, Mr. Whitehead will receive common stock and has waived the voting
rights to that stock.
Mike Jeffries, President of the Company, was quoted as saying, "With the
restructuring we'll be large enough to take advantage of economies of scale, but
small enough to react quickly and appropriately to areas of concern. We'll also
be able to provide the kind of leadership that will support staff commitments to
effective caregiving."
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He went on to note that, "The strength of this company is found in the idea
that the people who work for it by and large do this because they want to be in
this caring profession. It's their source of greatest satisfaction. As managers,
our responsibility is to create and sustain the environment, the tools and the
security that will enable them to do the very best job."
"I believe that the reorganization plan, with its total focus on facility
management, together with the lessons we've learned over the last several
months, put us in a very strong position to be successful."
Jeffries also stated that there would be a second major announcement when
the reorganization plan goes into effect in ten days.
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, ADVERSE
ACTIONS WHICH MAY BE TAKEN BY THE COMPANY'S CREDITORS, THE ESTABLISHMENT OF
COMPETING FACILITIES AND SERVICES, FLUCTUATIONS IN MARGINS, DEMAND FLUCTUATIONS,
ACCESS TO DEBT OR EQUITY FINANCING, ADVERSE UNINSURED DETERMINATIONS IN EXISTING
OR FUTURE LITIGATION OR REGULATORY PROCEEDINGS AND OTHER RISKS.
* * *
Exhibit 99.2
FOR IMMEDIATE RELEASE
Company Contact: Media Relations Contact:
Michael Jeffries Don Drew
President August & Partners PR
RainTree Healthcare Corporation (248) 362-9313
(602) 607-4011
ARIZONA-BASED OPERATOR OF NURSING HOMES IN SIX STATES
CHANGES OPERATIONAL FOCUS
Scottsdale, AZ - February 1, 1999 RainTree Healthcare Corporation, an
operator of 35 facilities (32 long-term care and 3 assisted living) in Alabama,
Arizona, Colorado, Indiana, Michigan and Texas announced today that it is making
substantial changes in its operating strategy in order to devote its resources
exclusively to resident care.
Ten days ago the U.S. Bankruptcy Court in Phoenix, Arizona, confirmed the
reorganization of Unison HealthCare Corp. under Chapter 11. Today, the company
has a new name, RainTree Healthcare Corporation, and a new operational focus. By
divesting itself of less productive facilities and leasing the strong ones, the
company will now be able to concentrate entirely on its core business:
caregiving.
According to Michael Jeffries, president and CEO, "We are starting over as
a new kind of care enterprise. This new structure enables our executives and
administrators to focus all our energies and resources on caregiving."
"The strength of this company is the people who work for us, and who do
this because they want to be in this caring profession," Jeffries added. "Our
responsibility, as managers, is to create and provide the environment, the
tools, and the security to enable our employees to do their very best job. We
are also going to redirect our efforts in identifying, recruiting and training
those who best exemplify that singular commitment."
"Our facilities are and will continue to be staffed by administrators and
caregivers who know that we must offer our clients the compassion, understanding
and physical services that they require, deserve, and are paying for. As
RainTree, we are better able to fulfill their needs than ever before," Jeffries
concluded.
-more-
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RainTree (cont.)
Terry Troxell, Executive Vice President of Operations, noted that, "Where
many companies might have allowed the quality of services to deteriorate under
the burdens of bankruptcy, RainTree not only met but often exceeded standards
for our facilities while we resolved our financial problems. This is a
remarkable achievement for our caregivers."
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, ADVERSE
ACTIONS WHICH MAY BE TAKEN BY THE COMPANY'S CREDITORS, THE ESTABLISHMENT OF
COMPETING FACILITIES AND SERVICES, FLUCTUATIONS IN MARGINS, DEMAND FLUCTUATIONS,
ACCESS TO DEBT OR EQUITY FINANCING, ADVERSE UNINSURED DETERMINATIONS IN EXISTING
OR FUTURE LITIGATION OR REGULATORY PROCEEDINGS AND OTHER RISKS.
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