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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):
APRIL 19, 2000
NEW AMERICAN HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 001-14397 62-1750169
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
109 WESTPARK DRIVE, SUITE 440 37027
BRENTWOOD, TENNESSEE (Zip code)
(address of Principal Executive Offices)
(615) 221-5070
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On April 19, 2000. New American Healthcare Corporation (the "Company")
announced that it and its hospital subsidiaries (collectively, the "Debtors")
filed voluntary petitions for protection under Chapter 11 of the United States
Bankruptcy Code (the "Bankruptcy Code") with the United States Bankruptcy Court
for the Middle District of Tennessee (the "Court") (Case Nos. 00-03373 through
00-03384 inclusive). The Debtors' cases have been consolidated for the purpose
of joint administration and have been assigned to Judge Marian F. Harrison. At
hearings held on April 19, the Court entered first day orders granting authority
to the Company and its subsidiaries to pay pre-petition employee wages,
salaries, benefits and other employee obligations. The Court also approved
orders granting authority, among other things, to honor certain patient
obligations. Until approval of its plan of reorganization, the Company intends
to pay post-petition claims of other vendors and providers in the ordinary
course of business.
The Court also approved, on an interim basis, the Company's $5 million
debtor-in-possession financing (the "DIP Financing") with Toronto Dominion
(Texas), Inc., as agent for one or more banks in its existing bank group. The
final hearing on the DIP Financing is expected to be scheduled for mid May,
2000. The DIP Financing and the existing cash flows will be used to fund the
Company's ongoing operations during the restructuring.
A copy of the press release issued by the Company is included as an
exhibit to this filing and is incorporated herein by reference.
Certain statements in this Report constitute forward-looking
statements. Such forward-looking statements (which may be identified by words
such as "anticipate," "believe," "estimate," "expect," "intend" and similar
expressions) involve known and unknown risks, uncertainties and other factors
that may cause the actual results, performance or achievements of New American
Healthcare Corporation (the Company) or industry results to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. These statements involve risks,
uncertainties and other factors detailed from time to time in the Company's
filings with the Securities and Exchange Commissions. Such factors include,
among others: the availability and terms of capital in light of recent losses,
cash flow shortfalls and the Company's Chapter 11 bankruptcy filing; adverse
actions which may be taken by creditors and the outcome of various bankruptcy
proceedings; the Company's ability to attract patients given its current
financial position; general economic and business conditions, both nationally
and in regions where the Company operates; the effect of existing or future
governmental regulation and federal and state legislative and enforcement
initiatives affecting the Company's business, including the Balanced Budget Act
of 1997; changes in Medicare and Medicaid reimbursement levels; the Company's
liquidity and capital resources; the Company's ability to attract and retain
qualified management personnel and to recruit and retain physicians and other
health care personnel to the non-urban markets it serves; and the effect of
liability and other claims asserted against the Company. There can be no
assurance that the forward-looking statements included in this Report will prove
to be accurate. In light of the significant
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uncertainties inherent in the forward-looking statements included herein, the
inclusion of such information should not be regarded as a representation by the
Company or any other person that the objectives and plans of the Company will be
achieved. The Company cautions investors that any forward-looking statements
made by the Company are not guarantees of future performance. The Company
disclaims any obligation to update any such factors or to announce publicly the
results of any revisions to any of the forward-looking statements included
herein to reflect future events or developments.
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/ Timothy S. Hill
-----------------------------------
Senior Vice President
Chief Financial Officer
Date: April 20, 2000
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No.
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<S> <C>
99.1 Press Release of the Registrant issued April 19, 2000.
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Exhibit 99.1
NEWS RELEASE - NATIONAL
NEW AMERICAN HEALTHCARE CORPORATION
SEEKS CHAPTER 11 PROTECTION
NASHVILLE, Tennessee - (April 19, 2000) - New American Healthcare Corporation
today announced that the company and its hospital subsidiaries have voluntarily
filed petitions for protection under Chapter 11 of the United States Bankruptcy
Code.
The filing, which was made in U. S. Bankruptcy Court, Middle District of
Tennessee, has the support of the company's senior bank group. The banks have
committed to provide debtor-in-possession financing to allow the company and its
hospitals to continue to operate, to pay employee salaries and adequately fund
operations and pay vendors and contractors during the Chapter 11 process.
The company will seek a buyer or buyers for the eight acute-care hospitals it
owns in six states. At the time of the filing, the company had letters of intent
for the sale of seven of the hospitals.
"There will be no interruption of service, no closings and no layoffs at our
hospitals as a result of today's action," said Tom Singleton, president and
chief executive officer of New American. "We intend to make good on our
commitment to operate these hospitals for the benefit of the communities they
serve for as long as we own them."
"Chapter 11 will allow us, in an orderly fashion, to put these hospitals into
the hands of new owners that can invest in making them high-quality assets for
the communities, patients and medical professionals that rely on them",
Singleton added.
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 that it targets. New American Healthcare owns eight
acute-care hospitals located in six states with 861 licensed beds. More
information about the Company is available at www.nahc.net.
Forward-looking statements made in this press release regarding New American
Healthcare involve a number of risks and uncertainties, including but not
limited to liquidity and trading in the Company's common stock and other risk
factors detailed in the Company's Securities and Exchange Commission filings.
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