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UNITED STATES
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):
February 22, 1999
NEW AMERICAN HEALTHCARE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 001-14397 62-1750169
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(State or other jurisdiction of (Commission File (Employer Identification
incorporation) Number) Number)
109 Westpark Drive, Suite 440, Brentwood, Tennessee 37027
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(Address of principal executive offices)
(615) 221-5070
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(Registrant's telephone number, including area code)
Not applicable
------------------------------------
(Former name or former address,
if changed since last report)
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ITEM 5. OTHER EVENTS.
For the purpose of informing the market, New American Healthcare
Corporation (the "Registrant") hereby files the two press releases issued on
February 22 and 23, 1999, which are attached hereto.
2
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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 thereunto duly authorized.
NEW AMERICAN HEALTHCARE CORPORATION
By: /s/ Dana C. McLendon, Jr.
------------------------------------
Dana C. McLendon, Jr.
Senior Vice President of Finance and
Administration
Date: March 2, 1999
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit No.
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<S> <C>
99.1 Press Release of the Registrant issued February 22, 1999
99.2 Press Release of the Registrant issued February 23, 1999
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT: DANA C. MCLENDON, JR.
SENIOR VICE PRESIDENT & CHIEF
ADMINISTRATIVE OFFICER
(615) 309-2008
NEW AMERICAN HEALTHCARE CORPORATION
ANNOUNCES MANAGEMENT CHANGES
NASHVILLE, Tennessee (February 22, 1999) - New American Healthcare Corporation
(NYSE:NAH) today announced that Robert M. Martin (age 50), chairman and chief
executive officer, has resigned his position as chief executive officer and
director. Thomas W. Singleton (age 50), currently president and chief operating
officer, will become president and chief executive officer. In addition, Paul B.
Queally (age 38) of Welsh, Carson, Anderson & Stowe, who became a director of
the Company in 1998, will become chairman of the board of directors.
Mr. Martin, who founded New American Healthcare in 1995, has served as
its chairman and chief executive officer until his resignation today. Under his
leadership, the Company, which owns and operates rural and non-urban hospitals,
has grown to 11 hospitals in nine states, seven of which were acquired last
year, generating $215 million in annual revenues. Also, he led the Company
through the successful completion of its initial public offering in August 1998.
In January 1999, the Company announced that Mr. Singleton was joining
New American Healthcare as president and chief operating officer. His healthcare
experience spans 25 years with an extensive background in hospital financial
management and multi-hospital operation. He was most recently president of The
Intensive Resource Group, LLC, a subsidiary of Quorum Health Group, Inc.
(Nasdaq: QHGI), which owns acute care hospitals and health systems nationwide.
Prior to joining Quorum, he was chief financial officer and a board member of
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NAH Announces Management Changes
Page 2
February 22, 1999
Hospital Management Professionals, Inc., which managed 70 hospitals. Earlier in
his career, he was an officer at Hospital Affiliates International, one of the
first public companies engaged in the operation of hospitals. Mr. Singleton
received a BA degree in Economics from Vanderbilt University and an MBA in
Finance from the University of Chicago.
Commenting on the announcement, Mr. Singleton, said, "I look forward to
this opportunity as president and chief executive officer of New American
Healthcare. It would seem that my entire professional career in healthcare has
prepared me to assume this major responsibility. Based upon my experience in the
hospital industry, I can state with great certainty that non-urban hospitals are
almost always a challenge, but present enormous opportunities for improvement.
Working with the strong team at New American, I am confident that we ultimately
will realize the full potential of this Company."
Mr. Martin added, "New American is a wonderful company, with many
talented and dedicated people working for its success. I have had the most
gratifying experience of my professional life over the past four years; however,
it is time for me to leave the responsibilities of running New American to Tom
and the great management team that has been assembled. I intend to take a break
from the incredible pace I have been keeping for so long, both at New American
and previously at HealthTrust, and enjoy some of the personal aspects of my life
more, but I will remain very interested in New American's success. Tom will be a
good leader for New American going forward."
Mr. Queally commented, "We wish Rob Martin well. We are very excited to
have an individual of Tom Singleton's caliber as the new president and chief
executive officer. His experience and successful track record are exactly what
we need to strengthen the Company and meet the challenges ahead."
New American Healthcare Corporation was formed to capitalize on
opportunities to be the principal provider of quality, cost-effective healthcare
services in the non-urban communities which it targets. Since acquiring its
first hospital in August 1996, the Company has acquired ten additional
hospitals. These eleven acute care hospitals are located in nine states with
1,347 licensed beds. For additional information about the Company, visit New
American Healthcare's web site: http://www.nahc.net.
This press release contains forward-looking information that is subject
to certain risks, trends, and uncertainties that could cause actual results to
differ from those projected. Among these risks, trends, and uncertainties are
the following: general economic and business conditions, both nationally and in
regions where the Company operates; demographic changes; the effect of existing
or future government regulation and federal and state legislative and
enforcement initiatives on the Company's business; changes in Medicare and
Medicaid reimbursement levels; the Company's ability to implement successfully
its acquisition and development strategy and changes in such strategy; the
availability and terms of financing to fund the expansion of the Company's
business, including the acquisition of additional hospitals; the Company's
ability to attract and retain qualified
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NAH Announces Management Changes
Page 3
February 22, 1999
management personnel and to recruit and retain physicians and other health care
personnel to the rural markets it serves; the effect of managed care initiatives
on the rural markets served by the Company's hospitals and the Company's ability
to enter into managed care provider agreements on acceptable terms; the effect
of liability and other claims asserted against the Company; the effect of
competition in the markets served by the Company's hospitals; and other factors
referenced in the prospectus.
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
CONTACT: DANA C. MCLENDON, JR.
SENIOR VICE PRESIDENT & CHIEF
ADMINISTRATIVE OFFICER
(615) 309-2008
NEW AMERICAN HEALTHCARE CORPORATION
REVISES EARNINGS ESTIMATES
NASHVILLE, Tennessee (February 23, 1999) - New American Healthcare Corporation
(NYSE:NAH) today announced that it has reduced its earnings projections for the
fourth quarter and year ending March 31, 1999, and for fiscal 2000. The Company
is reducing expectations for earnings per share from $0.08 to a loss per share
of approximately $0.10 for the fourth quarter ending March 31, 1999. New
American Healthcare expects to be able to give a more definitive estimate
regarding fiscal year 2000 at the end of March.
Specifically, the earnings reductions in the fourth quarter stem from
managed care pricing pressures in three markets, lower-than-expected volume
growth, a slow-down in physician recruitment, and a non-recurring charge
relating to the former chief executive officer's severance agreement.
Commenting on the announcement, Thomas W. Singleton, president and
chief executive officer, said, "I regret that one of my first official acts is
to signal poor financial results. Unfortunately, the Company is experiencing
certain operational challenges which have made this announcement necessary. I
don't expect to convince anyone that this is not a serious event; however, I
assure you that I would not undertake this challenge unless I was confident that
we can fix the problems and restore credibility."
"The issues we face," Mr. Singleton added, "are not unique to New
American, but are common to the hospital industry. I have great confidence in
the strong management team assembled
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NAH Revises Earnings Estimates
Page 2
February 23, 1999
by Robert Martin, who founded the Company and recently resigned to pursue other
interests. With the help of our dedicated management team, I have a high degree
of confidence that we can return the Company to profitability in fiscal 2000."
New American Healthcare Corporation was formed to capitalize on
opportunities to be the principal provider of quality, cost-effective healthcare
services in the non-urban communities which it targets. Since acquiring its
first hospital in August 1996, the Company has acquired ten additional
hospitals. These eleven acute care hospitals are located in nine states with
1,347 licensed beds. For additional information about the Company, visit New
American Healthcare's web site: http://www.nahc.net.
This press release contains forward-looking information that is subject
to certain risks, trends, and uncertainties that could cause actual results to
differ from those projected. Among these risks, trends, and uncertainties are
the following: general economic and business conditions, both nationally and in
regions where the Company operates; demographic changes; the effect of existing
or future government regulation and federal and state legislative and
enforcement initiatives on the Company's business; changes in Medicare and
Medicaid reimbursement levels; the Company's ability to implement successfully
its acquisition and development strategy and changes in such strategy; the
availability and terms of financing to fund the expansion of the Company's
business, including the acquisition of additional hospitals; the Company's
ability to attract and retain qualified management personnel and to recruit and
retain physicians and other health care personnel to the rural markets it
serves; the effect of managed care initiatives on the rural markets served by
the Company's hospitals and the Company's ability to enter into managed care
provider agreements on acceptable terms; the effect of liability and other
claims asserted against the Company; the effect of competition in the markets
served by the Company's hospitals; and other factors referenced in the
prospectus.
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