SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 30, 1996
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HOUSECALL MEDICAL RESOURCES, INC.
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(Exact name of Registrant as Specified in its Charter)
Delaware 0-28134 58-2114917
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(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation or Identification No.)
Organization)
1000 Abernathy Road, Building 400, Suite 1825, Atlanta, Georgia 30328
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 379-9000
Not Applicable
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(Former name or former address, if changed since last report)<PAGE>
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 1996, Housecall Medical Resources, Inc. (the "Company"
or the "Registrant") consummated the acquisition of the primary
operating assets of R.N. Registry, Inc. ("R.N. Registry"), an Indiana
corporation, located in Indianapolis, Indiana. R.N. Registry is the
owner of a home health agency that is authorized to provide
Medicare/Medicaid certified and private duty home health services
in the following Indiana counties: Boone, Hamilton, Hancock, Hendricks,
Johnson, Madison, Marion, Morgan, Rush, Shelby and Tipton.
Consideration for the acquisition consisted of $225,000 in cash
(including approximately $55,000 of acquisition costs) and the assumption
of $105,000 in liabilities. The acquisition will be accounted for as a
purchase, with the acquired assets being recorded at their respective fair
market values. In connection with the acquisition, certain of the principal
shareholders of R.N. Registry executed non-compete agreements with the
Company.
The acquisition of the agency from R.N. Registry is a further step in
the Company's efforts to build critical mass and enhance its presence in
the State of Indiana, where the Company otherwise owns four agencies. R.N.
Registry has had operations in Indiana since 1992, and for its fiscal year
ended December 31, 1995, had net revenues of approximately $975,000 and an
operating loss of approximately $154,000, unaudited. The Company has been
providing management and support services to R.N. Registry's agency since
April 1994, and was paid approximately $134,000 in management fees by R.N.
Registry during its fiscal year ended December 31, 1995.
A copy of the Asset Purchase Agreement pursuant to which the transaction
was consummated is included as an exhibit to this report.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
7(a) and 7(b)
Pursuant to Items 7(a) and 7(b) on Form 8-K, the Registrant is
required to file financial statements and pro forma financial statements
with respect to the acquisition described in Item 2. It is impractical
to provide these financial statements and pro forma financial information
at the time this Form 8-K is required to be filed. Accordingly, in
accordance with Items 7(a)(4) and 7(b)(2) of Form 8-K, the Registrant
will file such financial statements and pro forma financial information
under cover of form 8-K/A as soon as practical, but no later than
September 13, 1996.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
2.1 Asset Purchase Agreement between the Company and R.N. Registry, Inc.
dated as of June 30, 1996.<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned there unto duly authorized.
Housecall Medical Resources, Inc.
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(Registrant)
July 15, 1996 /s/ Peter J. Bibb
Peter J. Bibb
Chief Financial Officer
ASSET SALE AGREEMENT
By and Among
R. N. REGISTRY, INC.,
As Seller,
HOUSECALL HOME HEALTH OF INDIANA, LLC,
As Buyer,
and
THE SELLING SHAREHOLDERS
June 30, 1996<PAGE>
ASSET SALE AGREEMENT
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THIS AGREEMENT is entered into as of June 30, 1996, by and
among R. N. REGISTRY, INC., an Indiana Corporation ("Seller"),
HOUSECALL HOME HEALTH OF INDIANA, LLC, an Indiana limited liability
company ("Buyer"), and, for purposes of Section 10.2 hereof, the
persons listed on Exhibit A attached hereto ("Selling
Shareholders").
R E C I T A L S:
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WHEREAS, Seller is the owner of a home health agency located at
6666 East 75th Street, Suite 510, Indianapolis, Indiana 46250 (the
"Agency") and is the holder of a license (License No. 44840) issued
by the Indiana State Department of Health ("ISDH"), a Medicare
provider agreement (Provider No. 15-7237) issued by the U.S.
Department of Health and Human Services, and a Medicaid provider
agreement (Provider No. 100265880) issued by ISDH, all of which
authorize Seller to provide Medicare/Medicaid-certified and private
duty home health services through the Agency in the following
Indiana counties ("Indiana Counties"): Boone, Hamilton, Hancock,
Hendricks, Johnson, Madison, Marion, Morgan, Rush, Shelby and Tipton
(collectively, the "Authorizations"); and
WHEREAS, Seller desires to sell, transfer, and assign to Buyer
the Authorizations and the Assets (as defined at Section 1.1) which
are used in connection with the Agency's provision of home health
services under the Authorizations, and Buyer desires to purchase and
acquire the Authorizations and the Assets as provided in this
Agreement;
<PAGE>
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties, intending to be legally bound, hereby agree as follows:
ARTICLE 1
Purchase and Sale of Assets
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1.1 THE ASSETS. At the closing of the purchase and sale
contemplated by this Agreement (the "Closing"), Seller shall sell,
assign, transfer, convey, and deliver to Buyer, and Buyer shall
purchase and accept from Seller, the Authorizations and all of the
tangible and intangible assets and all rights and interests which
are owned by Seller and used or useful or intended to be used in the
operation of the Agency as of the date of this Agreement (the
"Assets"), but excluding therefrom only the items set forth in
Section 1.3 hereto (the "Excluded Assets"). The Assets shall
include all property and assets described in the following
categories:
(1) All equipment, furniture, leasehold improvements,
medical and office supplies and all other tangible personal property
of every description and kind used or useful or intended to be used
in the operations of the Agency, including the tangible personal
property listed on Schedule 1.1(1) attached hereto which specifies
the quantity and location of each item ("Tangible Personal
Property").
(2) All of Seller's rights, titles, and interests under
all contracts, agreements, and leases relating to the operation of
the Agency to which Seller is a party and which Buyer is willing to
assume.
(3) The operating data, computer programs, system
documentation and related software, manuals, books, records,
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policies, forms, stationery, and procedures of Seller which relate
to the ownership and operations of the Agency as of the Closing Date
as defined in Section 9.1 (the "Closing Date"), including copies of
customer, supplier, vendor, patient, and physician lists and files,
and medical records of the patients serviced by the Agency.
(4) All assignable licenses, permits, certificates,
authorizations, provider agreements, warranties, and franchises
necessary to operate and conduct the business of the Agency
(including, but not limited to, the Authorizations), and all written
waivers of any requirements pertaining to such licenses, permits,
certificates, authorizations, franchises, and Authorizations.
(5) All copyrights, trademarks, trade names, and service
marks used or useful or intended to be used in the operations of the
Agency, all of which are identified at Schedule 1.1(5) hereto.
(6) All of the rights, titles, benefits, and interests of
Seller in and to all telephone numbers associated with and/or
pertaining to the Agency.
In the event the "transfer," "conveyance," "assignment,"
or "sale" of any of the Authorizations is not permissible under any
federal, state, or local law, rule, or regulation, the terms
"transfer," "convey," "assign," or "sell" for the purposes of this
Agreement with respect to any such Authorization shall be deemed to
mean and require (i) Seller's relinquishment of all of its right,
title, interest, and authority under such Authorization as of the
Closing, and (ii) the issuance and/or grant to Buyer by the
appropriate federal, state, or local governmental authority of an
Authorization conferring upon Buyer, as of the Closing, all right,
title, interest, and authority at least equal to that relinquished
by Seller, including, but not limited to, the right, authority, and
approval for Buyer to provide Medicare/Medicaid-certified and
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private duty home health services after the Closing in the Indiana
Counties.
1.2 PERMITTED OBLIGATIONS. The Assets shall be subject to no
encumbrances, easements, charges, adverse claims, liens, mortgages,
security interests, or liabilities whatsoever, except those set
forth in Schedule 1.2 hereto which Buyer agrees to assume
(collectively, the "Permitted Obligations"). Seller and Buyer agree
that any additional Permitted Obligations which Buyer may agree to
assume before the Closing will be added to Schedule 1.2 hereto.
1.3 EXCLUDED ASSETS. The Assets being sold, assigned, and
transferred to Buyer hereunder do not include cash, deposits,
marketable securities, prepaid expenses, or the accounts receivable,
loans receivable or third party receivables of Seller with respect
to the operations of the Agency accrued as of the Closing.
ARTICLE 2
Purchase Price; Accounts Receivable
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2.1 PRICE. The purchase price for the Assets and the
Authorizations is Two Hundred Seventy Five Thousand and No/100
Dollars ($275,000.00) (the "Purchase Price"). The Purchase Price
shall be subject to adjustment as follows: (i) the Purchase Price
shall be reduced by all amounts owed by Seller to Buyer, or Buyer's
subsidiary, ResCare SCS Contracting, Inc. ("ResCare"), including
notes payable and all management fees owed through the Closing Date
pursuant to that certain management agreement dated March 15, 1994;
by and between Seller and ResCare (the "Management Agreement"); and
(ii) the Purchase Price shall be adjusted to reflect the amount of
prepaid expenses, deferred charges, accrued expenses, and prepaid
income and deposits relating to the ownership and operation of the
Agency and existing on the Closing Date, including tangible and
intangible personal property taxes, and payments for water,
electric, telephone or other utilities, all of which shall be
prorated between Seller and Buyer to the periods before and after
the Closing Date to which such liabilities, prepaid items, deferred
charges, or accrued expenses apply. All income and expenses
attributable to the operations of the Agency by Seller (measured on
an accrual basis) prior to 11:59 P.M. on the Closing Date shall be
for the account of Seller. Commencing at 11:59 P.M. on the Closing
Date and continuing thereafter, such income and expenses shall be
for the account of Buyer.
2.2 MANNER OF PAYMENT.
At Closing, Buyer will pay to Seller, by certified check
or wire transfer of federal funds, the Purchase Price, adjusted in
accordance with Section 2.1 above.
2.3. COLLECTION OF ACCOUNTS RECEIVABLE. As soon as practicable
after the Closing Date, Seller will deliver to Buyer a list of
accounts receivable of Seller arising up to the Closing ("Seller's
Accounts Receivable"). During the period of six (6) months
following the Closing Date, Buyer will use its best efforts to
collect the accounts receivable in the usual and ordinary course of
business. Buyer agrees that any amount received by Buyer relating
to the Seller's Accounts Receivable, and identified or identifiable
as such, will be remitted to Seller within thirty (30) days after
Buyer's receipt of any such payment. Buyer will not be required to
institute any legal proceedings to enforce the collection of any
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accounts receivable or to refer any of the accounts receivable to a
collection agency. At any time during such six (6) month period,
Buyer is permitted to provide a list to Seller identifying any of
Seller's Accounts Receivable that, in Buyer's reasonable and
professional opinion, should be turned over to an attorney or
collection agency for collection or are not collectible. Buyer will
have no further responsibility for collecting any of Seller's
Accounts Receivable set forth on any such list. Moreover, at the
end of the six (6) month period, Buyer's collection responsibilities
will cease, and Buyer will provide Seller a then-current report on
the status of Seller's Accounts Receivable.
ARTICLE 3
Seller's Representations and Warranties
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As an inducement to Buyer to execute this Agreement, and to
enter into the transactions contemplated by this Agreement, Seller
hereby represents and warrants to Buyer as follows:
3.1 CORPORATE. Seller is a corporation, duly organized and
validly existing in Indiana and has filed all annual reports with
the Indiana Secretary of State required to be filed by it and has
not filed articles of dissolution. The execution, delivery, and
performance of this Agreement and the other documents to be executed
and delivered pursuant to this Agreement by Seller have been duly
authorized by all necessary board of director and stockholder action
of Seller, and this Agreement constitutes the valid and binding
obligation of Seller, enforceable in accordance with its terms,
except as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting
the enforcement of creditors' rights generally and equitable
principals affecting the enforcement of equitable remedies. Each of
the Selling Shareholders listed on Exhibit A owns the number of
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shares set forth thereon, and the Selling Shareholders constitute
all of the shareholders of the Seller.
3.2 NO VIOLATION OR CONFLICT. The execution, delivery, and
performance of this Agreement does not and will not breach any
statute or regulation of any governmental authority, and at the
Closing will not conflict with or result in a breach or default
under any of the terms, conditions, or provisions of Seller's
Articles of Incorporation or Bylaws, or any agreement, order,
judgment, writ, injunction, instrument, or decree to which Seller is
a party or by which it is or may be bound, or any applicable law,
ruling, or regulation.
3.3 LICENSES, PERMITS, AND PAYMENT PROGRAMS. Attached as
Schedule 3.3A hereto are true and correct copies of the
Authorizations and all other current licenses, certifications,
approvals, and permits held by Seller in connection with the
operation of the Agency. The Authorizations and the licenses,
certifications, approvals, and permits listed on Schedule 3.3A
constitute all of the licenses, certifications, approvals and
permits required for the lawful conduct of the operation of the
Agency in the Indiana Counties. The Agency is certified for
participation in, and party to valid provider agreements for payment
by, the federal Medicare and Indiana Medicaid programs (the
"Programs"). All of Seller's cost reports for the Programs for all
of the years in which the Agency was a participating home health
agency provider in the Medicare program have been filed when due and
were prepared in accordance with all applicable laws, regulations,
and principles governing reimbursement under the Programs. There
are no pending appeals, adjustments, challenges, audits, litigation,
or notices of intent to reopen cost reports with respect to the
Programs except as set forth in Schedule 3.3B hereto. Neither
Seller nor the Agency has received any notice of pending,
threatened, or possible investigations by, or loss of participation
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in, any of the Programs. The Authorizations and all other required
licenses, certifications, approvals, and permits held by Seller in
connection with operations of the Agency are now, and on the Closing
Date will be, in full force and effect and unimpaired by any act or
omission of Seller, its officers, directors, stockholders,
employees, or agents. There is not now pending nor, to the
knowledge of Seller, threatened any action by or before any
governmental or regulatory authority to revoke, cancel, rescind,
modify, or refuse to renew in the ordinary course any of the
Authorizations or any other required licenses, certifications,
approvals, or permits. The Authorizations are unconditional and
contain no restrictions.
3.4 CONTRACTS. Schedule 3.4 hereto contains descriptions, as
of the date hereof, of the following contracts, true and correct
copies of which have been provided to Buyer, relating to the
operations of the Agency; (i) all contracts for the purchase, sale,
or lease of real property; (ii) all contracts for the lease of
personal property from or to third parties; (iii) all contracts for
the purchase or sale of supplies, materials, or personal property,
or for the furnishing or receipt of services, including consulting
arrangements; or (iv) all other contracts, whether or not made in
the ordinary course of business, which are material to the business
and operations of the Agency and which are not included in another
Schedule to this Agreement. Except as set forth on Schedule 3.4
hereto, neither Seller nor the Agency is in default in any material
respect under the terms of any such contract, lease, or agreement,
or any similar contract, lease, or agreement, nor has any event
occurred which with the passage of time or giving of notice would
constitute such a default by Seller or the Agency. To the best
knowledge of Seller, no other party to any such contract, lease, or
agreement is in default thereunder nor has any event of default
occurred with respect to any such party.
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3.5 NO LITIGATION OR CLAIMS. Other than those disclosed on
Schedule 3.5 hereto, there is no action, suit, arbitration,
litigation, proceeding, or claim of any kind with respect to the
Agency, the Assets, or the Authorizations pending or being
prosecuted in any court or by or before any federal, state, county,
or municipal department, commission, board, bureau, agency, or other
governmental instrumentality which would have a material adverse
effect on Buyer's ownership, possession, or use of the Agency, the
Assets, or the Authorizations or on the consummation of the
transactions contemplated under this Agreement and, to the best of
Seller's knowledge, no such action, suit, arbitration, litigation,
proceeding, or claim is threatened or being asserted. Seller is not
a party to, or subject to, any judgment, decree, or order entered in
any suit or proceeding brought by any governmental agency or by any
other person against it which would have a material adverse effect
on Buyer's ownership, possession, or use of the Agency, the Assets,
or the Authorizations or on the consummation of the transactions
contemplated under this Agreement.
3.6 TAXES. Seller has, and by the Closing will have, timely
paid when due and discharged all taxes, assessments, fees,
penalties, excises, and other levies which, if not paid, would
constitute liens, encumbrances, or charges against the Assets or the
Authorizations, except as set forth in Schedule 1.2 hereto.
3.7 INSURANCE. Seller currently maintains casualty or
liability insurance on the Assets and with respect to the employees
and operations of the Agency. Attached as Schedule 3.7 hereto are
copies of all of such insurance policies and binders of insurance
currently held by or on behalf of Seller relating to the Agency and
the Assets.
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3.8 TITLE TO ASSETS. Except as disclosed in Schedule 3.8
hereto, Seller now has, and on the Closing Date will have, good,
marketable, and indefeasible ownership, right, title, and interest
in and to the Assets and the Authorizations, including the right to
transfer same, and except for the Permitted Obligations so
identified at Schedule 1.2 hereto, upon the Closing on the Closing
Date, none of the Assets or the Authorizations, or any revenue
therefrom, will be subject to any mortgage, conditional sale
agreement, lien, encumbrance, charge, restriction, security
interest, lease, hypothecation, liability, condition, adverse claim,
or imperfection of title whatsoever. The transfer of the Assets and
the Authorizations to Buyer at the Closing shall vest such Assets
and Authorizations in Buyer free and clear of any mortgage,
conditional sale agreement, security interest, lease, lien,
encumbrance, charge, restriction, hypothecation, liability
condition, or adverse claim whatsoever, except for the Permitted
Obligations.
3.9 OFFICES. Seller rightfully and legally occupies the
premises at which the Agency is located ("Office") under a valid and
binding lease ( Lease ) dated August 4, 1995, entered into by and
between Seller and Heritage Park II Limited Partnership
("Landlord").
3.10 COMPLIANCE WITH LAWS. Seller's operation, ownership, and
use of the Agency, the Assets, and the Authorizations do not violate
any law, ordinance, order, regulation, restrictive covenant, right
of way, easement, or other agreement affecting the Assets, the
Authorizations, or the Agency. Seller has not violated any federal,
state, county, or municipal law, ordinance, order, regulation, or
requirement in connection with the lease, operation, ownership, use,
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and/or occupancy of the Agency, the Assets, and the Authorizations,
and no written notice of any such violation has been issued by any
governmental authority and received by Seller. Seller has complied
with, and is not in violation of, any federal, state, or local
statute, law, rule, or regulation affecting the conduct of its
business, the ownership or operation of its properties, or the sale
or purchase of its properties. Seller has not been charged or
threatened with the charge of violation, and is not under any
investigation with respect to a possible violation, of any provision
of any federal, state, or local law or administrative ruling or
regulation relating to the Assets, the Agency, or the
Authorizations.
3.11 PROPERTY, PLANT, AND EQUIPMENT. Seller will transfer all
Tangible Personal Property, including but not limited to all
equipment, furniture, leasehold improvements and medical and office
supplies included in the Assets as set forth in Schedule 1.1(1)
hereto, in good operating condition, reasonable wear and tear in
ordinary usage excepted. Such Tangible Personal Property includes
all material properties necessary to conduct in all material
respects the operations of the Agency as now conducted, except for
the Excluded Assets.
3.12 FINANCIAL INFORMATION. The financial information
covering the operations of the Agency, previously provided by Seller
to Buyer and used by Buyer in the preparation of Seller's financial
statements pursuant to the Management Agreement, is true and correct
in all material respects and not misleading.
3.13 LABOR RELATIONS. In the operations of the Agency, Seller
has complied in all material respects with all applicable laws,
rules, and regulations pertaining to the employment of labor,
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including those relating to wages, hours, collective bargaining, and
the payment of or withholding of taxes, and Seller has withheld all
amounts required by law or agreement to be withheld from the wages
or salaries of the Agency's employees and independent contractors,
and is not liable for any arrearages of wages or any tax or
penalties for failure to comply with any of the foregoing, and there
are no collective bargaining agreements relating to the relationship
between any employee of the Agency and Seller.
3.14 EMPLOYMENT CONTRACTS. There are no written or oral
contracts for employment of any personnel of the Agency, and all
employees of the Agency are employed on an "at will" basis.
3.15 EMPLOYEE BENEFIT AND RETIREMENT PLANS. Seller does not
now maintain any employee benefit plan, any "employee pension
benefit plan" or any "employee welfare benefit plan" (as defined
respectively in Sections 3(3), 3(2) and 3(1) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")) on
behalf of the Agency's employees, and Seller does not maintain any
retirement plans, bonus arrangements, life insurance, or medical
insurance programs or any other fringe benefit arrangements
(collectively "fringe benefit arrangements") for any employees of
the Agency whether written or unwritten, except as may be listed on
Schedule 3.15 hereto. Seller does not maintain an employee pension
benefit plan which is subject to Title IV of ERISA and has never
sponsored or contributed to any "multi-employer pension plan" (as
defined in Section 3(37) of ERISA). The Buyer will have no
liability to provide benefits to employees or former employees of
Seller under, with respect to or in connection with any employee
benefit plan listed on Schedule 3.15.
3.16 EMPLOYEES AND INDEPENDENT CONTRACTORS. Schedule 3.16
hereto contains a listing of the name, job title, salary or
compensation (including without limitation all commission, override,
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or bonus arrangements), vacation and sick leave policies or other
benefits, job description, and original employment or contract date
of all current employees and independent contractors of the Agency
based upon the most recently processed information. Seller shall
indemnify, defend, and hold Buyer harmless from and against any and
all claims, demands, judgments, or expenses of any kind incurred by
Buyer arising out of any claims by such employees arising or
accruing prior to the Closing Date hereunder or relating to any pre-
Closing time period, event or omission. With respect to all
employees of Seller, Seller shall have paid all accrued or earned
compensation and benefits of any kind, including but not limited to
any accrued vacation, on or prior to the Closing Date.
3.17 WORKER'S COMPENSATION. Seller is in compliance with all
worker's compensation laws with respect to the Agency's employees
and has worker's compensation insurance coverage in full force and
effect with respect to the Agency's employees.
3.18 NO MISREPRESENTATIONS. None of the representations and
warranties of Seller set forth in this Agreement or on the attached
exhibits or schedules, or any information or statements contained in
any of the attached exhibits or schedules, notwithstanding any
investigation thereof by Buyer, contains any untrue statement of a
material fact or omits the statement of any material fact necessary
to render the same not misleading.
3.19 CONVEYANCE NOT FRAUDULENT. Seller is not undertaking the
transactions contemplated under this Agreement with intent to
hinder, delay, or defraud its creditors. The parties hereto
recognize that although the location of the Assets will not change
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upon consummation of the transactions contemplated by this
Agreement, possession of the Assets will be transferred and
delivered to Buyer.
3.20 COMMISSIONS. Seller has not authorized any person to act
in such a manner as to give rise to any valid claim against Buyer
for a brokerage commission, finder's fee, or similar payment as a
result of the transactions contemplated under this Agreement.
Seller shall defend, indemnify, and hold harmless Buyer from any
claim for commissions or fees alleged to have arisen from a
contractual relationship in connection with the transactions
contemplated under this Agreement.
ARTICLE 4
Buyer's Representations and Warranties
--------------------------------------
As an inducement to Seller to execute this Agreement, and to
enter into the transactions contemplated by this Agreement, Buyer
hereby represents and warrants to Seller as follows:
4.1 CORPORATE. Buyer is a limited liability company duly
organized and validly existing in Indiana. Buyer has full power and
authority to engage in the business in which it is presently engaged
and to make and perform this Agreement according to its terms. The
execution, delivery, and performance of this Agreement have been
duly authorized by all necessary limited liability company action of
Buyer, and this Agreement constitutes the valid and binding
obligation of Buyer enforceable in accordance with its terms, except
as such enforcement may be limited by applicable bankruptcy,
insolvency, moratorium, reorganization, or similar laws affecting
the enforcement of creditors' rights generally and equitable
principles affecting the enforcement of equitable remedies.
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4.2 NO VIOLATION OR CONFLICT. The execution, delivery, and
performance of this Agreement does not and will not breach any
statute or regulation of any governmental authority and, at the
Closing, will not conflict with or result in a breach of or default
under any of the terms, conditions, or provisions of Buyer's
Articles of Organization or Operating Agreement or any agreement,
order, judgment, writ, injunction, decree, or instrument to which
Buyer is a party, or by which it is or may be bound, or any
applicable law, ruling or regulation.
4.3 COMMISSIONS. Buyer has not authorized any person to act
in such a manner as to give rise to any valid claim against Seller
for a brokerage commission, finder's fee, or similar payment as a
result of the transactions contemplated under this Agreement. Buyer
shall defend, indemnify, and hold harmless Seller from any claim for
commissions or fees alleged to have arisen from a contractual
relationship in connection with the transactions contemplated under
this Agreement.
ARTICLE 5
Seller's Covenants
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5.1 CONDUCT OF BUSINESS. From the date of this Agreement
until the Closing Date, Seller will operate the Agency and otherwise
conduct its business relating to the Agency only in the ordinary
course of business, and in compliance with all statutory and
regulatory requirements of any applicable federal, state, or local
authority, and will enter into no material contract, lease,
agreement, or other transaction relating to the Agency other than in
the ordinary course of business without the prior written consent of
Buyer. Between the date hereof and the Closing Date, Seller will
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use its best efforts to retain its present employees and preserve
the goodwill and business of its customers, suppliers, and others
having business relations with it, and shall conduct the financial
operations of the Agency in accordance with its existing business
practices.
5.2 MERGERS, SALES, ETC. Seller will not sell, lease, remove,
or otherwise dispose of any of the Assets, or liquidate or dissolve.
From the date of this Agreement until the Closing, Seller will not
enter into or continue discussions with any other person or entity
concerning the sale of the Agency, the Assets (except as provided
above), or the Authorizations, and Seller will not enter into or
continue any discussions relating to the merger, consolidation, or
acquisition of Seller by or with any other person or entity.
5.3 INSURANCE. Seller will maintain the insurance set forth
in Schedule 3.7 hereto to insure against liability, loss, or other
casualty with respect to the Assets and the operations and business
of the Agency.
5.4 NOTICE. From the date hereof to the Closing Date, Seller
shall promptly advise Buyer of the occurrence of any governmental
inspections, investigations, citations, contracts to be bid upon,
rate changes, and of any unusual problems or developments of which
Seller becomes aware with respect to the Agency, the Assets, or the
Authorizations.
5.5 ACCESS TO PERSONNEL AND RECORDS. From the date of this
Agreement until the Closing Date, Seller and the Agency will give
Buyer, and Buyer's counsel, accountants, consultants, and other
agents and representatives, full and complete access, during normal
business hours and upon reasonable request, to its personnel,
properties, books, contracts, commitments, and records relating to
the Assets, the Authorizations, and the operations and business of
the Agency.
- 16 -<PAGE>
5.7 USE OF NAME. Seller hereby acknowledges and agrees that
it will transfer, convey, and assign to Buyer at the Closing all of
Seller's right, title, and interest in the name "R. N. Registry,
Inc." and all other trade names used in the operation of the Agency.
From and after the Closing, Seller shall not use in any manner
Seller's names except with respect to state, federal, and local tax
and/or corporate filings, collection of accounts receivable and
other actions related solely to the winding up of the Seller.
Within thirty (30) days following the full payment of the Purchase
Price, Seller shall fully abandon its use of, and shall not
otherwise use in any manner whatsoever, Seller's names, or any
derivative thereof, and shall file an amendment to its articles of
incorporation changing its corporate name. The foregoing
restrictions on Seller's right to use Seller's names, and Seller's
obligation to abandon Seller's names, shall survive any termination
of this Agreement and the duration of the representations and
warranties as provided at Section 10.1. Seller shall execute and
deliver to Buyer all such documents, instruments, and filings, and
shall take all such actions, as reasonably requested by Buyer, to
enable it to use all of Seller's names conveyed by Seller to Buyer
hereunder.
5.8 APPROVAL OF TRANSFER. From the date hereof to the Closing
Date, Seller will use its best reasonable efforts, including the
filing and submission of all necessary and appropriate applications
and documents, to obtain the approvals and consents of all
applicable governmental and regulatory authorities and other third
parties required or necessary in order to transfer the Assets and
the Authorizations to Buyer, and for Buyer to obtain all of the
Authorizations and any other licenses, approvals, certifications,
and permits necessary for Buyer to provide Medicare/Medicaid-
certified and private duty home health services after the Closing in
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<PAGE>
the Indiana Counties. From the date hereof to the Closing Date,
Seller will cooperate in good faith with Buyer in order to obtain
all governmental, regulatory, and other third party consents and
approvals which are necessary or desirable to consummate the
transactions contemplated under this Agreement, including, but not
limited to, all of the Authorizations and any other licenses,
approvals, certifications, and permits necessary for Buyer to
provide Medicare/Medicaid-certified and private duty home health
services after the Closing in the Indiana Counties.
5.9 CONSENTS. Seller shall use its best reasonable efforts to
procure the consents of any third parties necessary for the
assignment to Buyer of any contract, agreement, or lease which Buyer
is willing to assume hereunder, and Seller shall use its best
efforts to negotiate with Buyer and Landlord for a new lease for the
Office, on terms and conditions acceptable to Buyer.
ARTICLE 6
Buyer's Covenants
-----------------
6.1 ACCESS TO RECORDS. For a period of one (1) year from and
after the Closing Date, Buyer shall give Seller, and Seller's
counsel, accountants, consultants, and other agents and
representatives, full and complete access, during reasonable
business hours and upon reasonable request, to the patient and
medical records of the patients serviced by the Agency prior to the
Closing Date, provided any records not needed by Buyer may be
returned to Seller by Buyer at any time.
6.2 APPROVAL OF TRANSFER. From the date hereof to the Closing
Date, Buyer will use its best reasonable efforts, including the
filing and submission of all necessary and appropriate applications
and documents, to obtain the approvals and consents of all
applicable governmental and regulatory authorities and other third
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<PAGE>
parties required or necessary in order to transfer the Assets and
the Authorizations to Buyer, and for Buyer to obtain all of the
Authorizations and any other licenses, approvals, certifications,
and permits necessary for Buyer to provide Medicare/Medicaid-
certified and private duty home health services after the Closing in
the Indiana Counties. From the date hereof to the Closing Date,
Buyer will cooperate in good faith with Seller in order to obtain
all governmental, regulatory, and other third party consents and
approvals which are necessary or desirable to consummate the
transactions contemplated under this Agreement, including, but not
limited to, all of the Authorizations and any other licenses,
approvals, certifications, and permits necessary for Buyer to
provide Medicare/Medicaid-certified and private duty home health
services after the Closing in the Indiana Counties.
6.3 MANAGEMENT AGREEMENT. Following the Closing, Buyer will
cause ResCare to use its reasonable efforts, at no charge to Seller,
to assist in representing Seller in negotiations with the Medicare
fiscal intermediary in order to settle all cost reports relating to
the Agency for the reporting periods prior to the Closing Date.
ResCare would have no obligation to handle any appeals relating to
any decisions of the fiscal intermediary or any other legal
proceedings. ResCare's obligation to assist Seller on such cost
reporting matters will cease no later than three (3) years after the
Closing Date.
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<PAGE>
ARTICLE 7
Conditions to Buyer's Obligation to Close
-----------------------------------------
Buyer's obligation to close shall be subject to the
satisfaction of the following conditions before or at the Closing,
unless waived by Buyer:
7.1 REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. The
representations and warranties made by Seller in this Agreement
shall be true and correct in all material respects at and as of the
Closing Date with the same effect as though such representations and
warranties had been made or given on and as of the Closing.
7.2 COMPLIANCE WITH AGREEMENT. Seller shall have performed
and complied with all of its obligations under this Agreement in all
material respects which are to be performed or complied with by it
before or at the Closing.
7.3 NO ADVERSE CHANGE. Seller shall have delivered to Buyer a
certificate to the effect that no act or omission of Seller contrary
to the agreements, covenants, representations, and warranties
contained herein has been taken or has occurred and that said
representations and warranties are true and correct as of the
Closing Date with the same effect as if made on and as of the time
of the Closing, and there has been no event or occurrence at or
relating to the Agency which has not been cured which could
reasonably be considered to have a material adverse effect on the
Assets or the business and operations of the Agency.
7.4 NO ADVERSE PROCEEDINGS. No suit, action, claim, or
governmental proceeding shall be pending against, and no order,
decree or judgment of any court, agency, or other governmental
authority shall have been rendered against the parties or any party
hereto which would render it unlawful, as of the Closing Date, to
effect the transactions contemplated by this Agreement in accordance
with its terms, and no litigation or other proceeding shall have
- 20 -
<PAGE>
been commenced or threatened against Seller or the Agency that would
have a material adverse effect on Buyer's ownership, use, or
enjoyment of the Assets and the Authorizations.
7.5 APPROVALS. All necessary federal, state, and local
governmental and regulatory and other third party certificates,
approvals, determinations, and consents shall have been obtained (i)
in order to sell, transfer, assign, and convey to Buyer (a) the
contracts, leases, and agreements which Buyer is willing to assume
and (b) the Assets and the Authorizations, and (ii) in order for
Buyer to provide Medicare/Medicaid-certified and private duty home
health services after the Closing in the Indiana Counties.
7.6 NONCOMPETITION AND NONSOLICITATION AGREEMENTS. James
Brainard shall have entered into a noncompetition and
nonsolicitation agreement in the form of Exhibit B hereto ("Brainard
Noncompetition Agreement") and Rhonda Jacobs and Kathy Niedenthal
shall have entered into noncompetition and nonsolicitation
agreements in the form of Exhibit C hereto (the "Jacobs and
Niedenthal Noncompetition Agreements") (the Brainard Noncompetition
Agreement and the Jacobs and Niedenthal Noncompetition Agreements
are herein collectively referred to as the "Noncompetition
Agreements").
7.7 FINANCIAL CONDITION OF THE AGENCY. The financial
condition of the Agency shall not be materially different from that
represented in the financial statements and other materials set
forth in Schedule 3.12 hereto.
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<PAGE>
7.8 LEASE. The Landlord shall have entered into a lease for
the Office with Buyer on terms and conditions satisfactory to Buyer,
or Landlord shall have consented to the assignment of the existing
Lease from Seller to Buyer.
ARTICLE 8
Conditions to Seller's Obligation to Close
------------------------------------------
Seller's obligation to close shall be subject to the
satisfaction of the following conditions prior to or at the Closing,
unless waived by Seller:
8.1 REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. The
representations and warranties made by Buyer in this Agreement shall
be true and correct in all material respects at and as of the
Closing Date with the same effect as though such representations and
warranties had been made or given on and as of the Closing.
8.2 COMPLIANCE WITH AGREEMENT. Buyer shall have performed and
complied with all its obligations under this Agreement in all
material respects which are to be performed or complied with by it
before or at the Closing.
8.3 LEASE. Buyer shall have either entered into a new lease
for the Office with Landlord or assumed the existing Lease, or the
Lease shall have been terminated.
ARTICLE 9
Closing; Termination; Post Closing
----------------------------------
9.1 CLOSING.
(1) SCHEDULE. The Closing shall take place at 11:59 P.M.
on June 30, 1996, and shall be consummated via the delivery of
closing documentation through written correspondence, unless another
place, date, or time may be fixed by mutual agreement of the parties
(the "Closing Date").
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<PAGE>
(2) TERMINATION. At any time before the Closing, this
Agreement may be terminated (i) by mutual consent of the parties,
(ii) by either Buyer or Seller if there has been a material
misrepresentation, a material breach of warranty, or a material
breach of covenant by the other, and if such misrepresentation or
breach has not been cured within fifteen (15) days after notice
thereof has been given to such other party; (iii) by Buyer if any
condition set forth in Article 7 has not been satisfied by the
Closing; or (iv) by Seller if any condition set forth in Article 8
has not been satisfied by the Closing. This Agreement shall be
terminated if the Closing does not occur on or before July 31, 1996,
unless extended by mutual agreement of the parties.
(3) RIGHT TO PROCEED. If any of the conditions set forth
in Article 7 have not been satisfied, Buyer shall have the right,
but not the obligation, to proceed with the Closing, and if any of
the conditions set forth in Article 8 have not been satisfied,
Seller shall have the right, but not the obligation, to proceed with
the Closing.
9.2 SELLER'S DELIVERIES. At the Closing Seller shall deliver
to Buyer:
(1) The Assets.
(2) The Authorizations.
(3) Resolutions of Seller's Board of Directors and
Shareholders duly authorizing the execution, delivery, and
performance of this Agreement, and the consummation of the
transactions contemplated hereby, certified as of the Closing Date
by Seller's Secretary as having been duly adopted and being in full
force and effect and unmodified on the Closing Date.
(4) Bills of sale, assignments, and other instruments of
transfer and conveyance, in form and content acceptable to Buyer,
transferring to Buyer the Assets and the Authorizations to be sold,
- 23 -<PAGE>
transferred, or assigned hereunder and the rights and interests
under the leases, contracts, and agreements to which Buyer is
willing to assume.
(5) The certificate required by Section 7.3.
(6) The Noncompetition Agreements.
(7) The (i) final written consents and approvals of any
governmental or regulatory authorities that are required in
connection with Seller's performance of this Agreement, and
(ii) necessary written consents of third parties to the assignment
to Buyer of the contracts, leases, and agreements to which Buyer is
willing to become a party.
(8) All books, records, public files, contracts, leases,
state and federal filings, correspondence, files, stationery, forms,
and other documents relating to and necessary or appropriate to the
operation of the Agency (excluding, however, minute books and other
corporate records of Seller).
9.3 BUYER'S DELIVERIES. At the Closing Buyer shall deliver to
Seller:
(1) The Purchase Price, adjusted in accordance with
Section 2.1.
(2) A certificate of Buyer to the effect that all
representations and warranties set forth in Article 4 are true and
correct in all material respects as of the Closing.
(3) The Noncompetition Agreements.
(4) An instrument pursuant to which Buyer accepts and
assumes all obligations and liabilities under the leases, contracts,
and agreements which Buyer is willing to assume relating to the
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<PAGE>
ownership of the Assets and the operations of the Agency from and
after the Closing Date.
9.4 POST-CLOSING DELIVERIES. After the Closing, each party to
this Agreement shall, at the request of the other, furnish, execute,
and deliver such documents, instruments, certificates, notices, or
other further assurances as the requesting party shall reasonably
request as necessary or desirable to effect complete consummation of
this Agreement and the transactions contemplated hereby.
ARTICLE 10
Indemnification; Remedies
-------------------------
10.1 NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
All of the representations and warranties made by Seller and Buyer
under this Agreement shall survive for a period of two (2) years
from and after the Closing; provided, however, that the
indemnification provisions of Sections 10.2(2) and 10.3(2) shall not
be subject to the two (2) year limitation.
10.2 INDEMNIFICATION OF BUYER.
(1) GENERAL. Seller shall indemnify and hold Buyer, and
its members, managers, directors, officers, employees, and agents
harmless from and against, and reimburse Buyer on demand for, any
liability, actual damage, loss, cost, or expense (including
reasonable attorneys' fees) incurred by Buyer, and its members,
managers, directors, officers, employees, and agents resulting from
any breach of Seller's representations, warranties, or covenants in
this Agreement, or from any misrepresentation in, or omission from,
any information, certificate, license, report, or other instrument
provided by Seller to Buyer under this Agreement.
- 25 -
<PAGE>
(2) AUDITS, INVESTIGATIONS, REFUND OBLIGATIONS, AND OTHER
PRE-CLOSING LIABILITIES. Seller and the Selling Shareholders shall
indemnify and hold Buyer, and its members, managers, directors,
officers, employees, and agents harmless from and against, and
reimburse Buyer, and its shareholders, directors, officers,
employees, and agents on demand for, any liability, actual damage,
loss, cost, or expense (including reasonable attorneys' fees
incurred in defending any claim for such liability, damage, loss,
cost or expense) resulting from, or in any way related to, any of
the following: (i) any audit or investigation by any federal or
state governmental authorities (including their agents or
intermediaries) concerning the operation of the Agency by Seller
before the Closing or any amounts paid to Seller before the Closing;
(ii) any assessment, adjustments, or offsets made against Buyer or
the Assets as a result of such an audit or investigation; (iii) any
costs of defense of, and any judgment against Buyer with respect to,
any litigation relating to the operations of the Agency before the
Closing; (iv) any mortgage, security interest, lease, obligation,
claim, liability, debt, lien, charge, or encumbrance relating to
matters prior to the Closing asserted against the Assets or the
Authorizations, other than the Permitted Obligations; and (v) any
other personal liability, property damage, personal injury, cost,
claim, expense, or assessment asserted against Buyer, the Assets,
or the Authorizations as a result of, or with respect to, the
operation of the Agency by Seller before the Closing.
10.3 INDEMNIFICATION OF SELLER.
(1) GENERAL. Buyer shall indemnify and hold Seller, and
its shareholders, directors, officers, employees, and agents
harmless against, and reimburse Seller on demand for, any liability,
actual damage, loss, cost or expense (including reasonable
- 26 -
<PAGE>
attorneys' fees) incurred by Seller and its shareholders, directors,
officers, employees, and agents resulting from any breach of Buyer's
representations, warranties, or covenants contained in this
Agreement, or from any misrepresentation in, or omission from, any
information, certificate, license, report, or other instrument
provided by Buyer to Seller under this Agreement.
(2) AUDITS, INVESTIGATIONS, REFUND OBLIGATIONS, AND OTHER
PRE-CLOSING LIABILITIES. Buyer shall indemnify and hold Seller, and
its shareholders, directors, officers, employees, and agents
harmless from and against, and reimburse Seller on demand for, any
liability, actual damage, loss, cost, or expense (including
reasonable attorneys' fees incurred in defending any claim for such
liability, damage, loss, cost or expense) resulting from, or in any
way related to, any of the following: (i) any audit or
investigation by any federal or state governmental authorities
(including their agents or intermediaries) concerning the operation
of the Agency by Buyer after the Closing or any amounts paid to
Buyer after the Closing; (ii) any assessment, adjustments, or
offsets made against Seller as a result of such an audit or
investigation; (iii) any costs of defense of, and any judgment
against Seller with respect to, any litigation relating to the
operations of the Agency after the Closing; (iv) any mortgage,
security interest, lease, obligation, claim, liability, debt, lien,
charge, or encumbrance relating to matters after the Closing
asserted against the Assets or the Authorizations; and (v) any other
personal liability, property damage, personal injury, cost, claim,
expense, or assessment asserted against Seller as a result of, or
with respect to, the operation of the Agency by Buyer after the
Closing.
- 28 -
<PAGE>
10.4 SPECIFIC PERFORMANCE. The Assets to be sold pursuant to
the terms of this Agreement are unique and not readily available on
the open market. For that reason and others, if Seller fails to
perform its obligations hereunder as a result of a default in the
performance of its obligations hereunder or a material breach in its
representations and warranties hereof, Buyer, in addition to all
other legal remedies, shall have the right to enforce the terms of
this Agreement by a decree of specific performance.
ARTICLE 11
Miscellaneous
-------------
11.1 CONFIDENTIAL INFORMATION. Prior to the Closing Date, the
parties to the Agreement will provide one another with information,
some of which may be deemed by the party providing the information
to be confidential. Each party agrees to hold confidential and to
protect all information, which is marked as confidential, provided
to it by the other party to the Agreement, except that the
obligations contained in this Section shall not in any way restrict
the rights of any person to use information (a) to the extent
disclosure of such information is required in connection with any
application or proceedings before any regulatory authority made
pursuant to this Agreement, or (b) that (i) becomes generally
available to the public other than by reason of its disclosure by
such party, (ii) was known to such party prior to the disclosure by
the other party, or (iii) otherwise becomes lawfully available to
such party on a nonconfidential basis from a third party who is not
under an obligation of confidence to the other party to the
Agreement. If the Agreement is terminated prior to the Closing
Date, each party agrees to return all documents and other material,
whether or not confidential, provided to it pursuant to the
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<PAGE>
Agreement by or on behalf of the other party to the Agreement.
11.2 NOTICES. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be
deemed to have been properly given when deposited in the mail if
mailed by certified mail, postage prepaid, addressed as follows (or
to such other addresses as the parties may specify by due notice to
the others):
If to Seller Mr. James Brainard
or Selling 3413 Briar Circle
Shareholders Carmel, Indiana 46033
If to Buyer: Housecall Home Health of Indiana, LLC
c/o Housecall Medical Resources, Inc.
305 N. Hurstbourne Pkwy., Suite 120
Louisville, Kentucky 40222
Attn: J. Paul Gordon
Vice President - Strategic Planning
With a copy to: Reed Smith Shaw & McClay
1301 K Street, N.W.
Suite 1100 - East Tower
Washington, D.C. 20005
Attn: Eugene Tillman, Esq.
11.3 TRANSFER TAXES. All applicable transfer, sales,
recordation, or similar taxes and related fees shall be paid by
Seller.
11.4 EXPENSES. Each party shall bear its own expenses in the
performance of this Agreement.
11.5 FEES. The parties agree and acknowledge that no finder
fee or broker fee is payable to any third party in connection with
the transactions contemplated under this Agreement.
- 29 -
<PAGE>
11.6 HEADINGS. The headings in this Agreement are intended
solely for convenience or reference and shall be given no effect in
the construction or interpretation of this Agreement.
11.7 GOVERNING LAW. This Agreement shall be governed by the
laws of the State of Indiana.
11.8 ASSIGNMENT. This Agreement shall inure to the benefit of
and be binding of the successors and assigns of each of the parties.
This Agreement may not be assigned by either party without the
prior written consent of the other party; provided, however, that
Buyer may assign this Agreement in whole or in part to one or more
subsidiaries or any other entity controlled by, controlling or under
common control with Buyer without the consent of Seller.
11.9 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which will be considered one and the same
agreement.
11.10 EXCLUSIVENESS. This Agreement embodies all of the
representations, warranties, and agreements of the parties hereto
with respect to the subject matter hereof, and all prior
understandings, representations, and warranties (whether oral or
written) with respect to such matters are superseded and may not be
amended, modified, waived, discharged, or orally terminated except
by an instrument in writing signed by the party or an executive
officer of a corporate party against whom enforcement of the change,
waiver, discharge, or termination is sought.
11.11 SEVERABILITY. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other
provisions hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provisions were
omitted. Furthermore, in lieu of such illegal, invalid, or
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<PAGE>
unenforceable provision, there shall be added automatically as a
part of this Agreement a provision as similar in terms to such
illegal, invalid, or unenforceable provision as may be possible and
be legal, valid, and enforceable.
11.12 TIME OF THE ESSENCE. All representations made by Seller
or Buyer and the time for performance of the parties hereunder are
of the essence of this Agreement.
11.13 EXHIBITS AND SCHEDULES. The Exhibits and Schedules
attached hereto, and all post-Exhibits and Schedules attached
hereafter, together with all documents incorporated by reference
therein, form an integral part of this Agreement and are hereby
incorporated into this Agreement wherever reference is made to them
to the same extent as if they were set out in full at the point at
which such reference is made.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.
WITNESS: HOUSECALL HOME HEALTH OF INDIANA, LLC
By: /s/ J. Paul Gordon
Linda L. Rhodes Its: Vice President
WITNESS: R. N. REGISTRY, INC.
By: /s/ James Brainard
Rhonda Jacobs Its: Chairman
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<PAGE>
SELLING SHAREHOLDERS
/s/ James Brainard
James Brainard
/s/ Greta Abella
Greta Abella
/s/ Janet Beanblossom
Janet Beanblossom
/s/ Dolly Green
Dolly Green
/s/ Mary Harcourt
Mary Harcourt
/s/ Robert Hilton
Roberta Hilton
/s/ Margaret Payne
Margaret Payne
/s/ Kathy Lewis Niedenthal
Kathy (Lewis) Niedenthal
/s/ Bonnie Shafer
Bonnie Shafer
/s/ Loretta Small
Loretta Small
/s/ Thomas VanCleve
Thomas VanCleve
/s/ Lori Watson
Lori Watson
/s/ Kenneth Massaroni
Kenneth Massaroni
<PAGE>
EXHIBIT A
=====================================================================
SELLING SHAREHOLDERS
SEE ATTACHED
<PAGE>
EXHIBIT B
=====================================================================
BRAINARD NONCOMPETITION AGREEMENT
<PAGE>
EXHIBIT C
=====================================================================
JACOBS AND NIEDENTHAL NONCOMPETITION AGREEMENTS
<PAGE>
SCHEDULE 1.1(1)
=====================================================================
TANGIBLE PERSONAL PROPERTY
<PAGE>
SCHEDULE 1.1(5)
=====================================================================
COPYRIGHTS, TRADEMARKS, ETC.
<PAGE>
SCHEDULE 1.2
=====================================================================
PERMITTED OBLIGATIONS
<PAGE>
SCHEDULE 3.3A
=====================================================================
AUTHORIZATIONS AND OTHER PERMITS
<PAGE>
SCHEDULE 3.3B
=====================================================================
PENDING APPEALS, ADJUSTMENTS, ETC.
WITH RESPECT TO THE PROGRAMS
<PAGE>
SCHEDULE 3.4
=====================================================================
CONTRACTS, LEASES, AND AGREEMENTS
<PAGE>
SCHEDULE 3.5
=====================================================================
LITIGATION
<PAGE>
SCHEDULE 3.7
=====================================================================
INSURANCE
<PAGE>
SCHEDULE 3.8
=====================================================================
EXCEPTIONS TO TITLE
<PAGE>
SCHEDULE 3.15
=====================================================================
EMPLOYEE BENEFIT PLANS
<PAGE>
SCHEDULE 3.16
=====================================================================
EMPLOYEES AND INDEPENDENT CONTRACTORS
