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): June 24, 1996
STAT HEALTHCARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 1-14386 76-0496236
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
12450 Greenspoint Drive, Suite 1200, Houston, Texas 77060
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (713) 872-6900
New STAT Healthcare, Inc.
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Page 1 of 8
<PAGE>
ITEM 1. CHANGES OF CONTROL.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 24, 1996, pursuant to the closing of the transactions (the
"Exchange") contemplated by that certain Amended and Restated Agreement and Plan
of Reorganization, dated as of March 15, 1996 (the "Reorganization Agreement"),
by and among STAT Healthcare, Inc., a Delaware corporation named "New STAT
Healthcare, Inc." prior the Exchange described below ("New STAT"), Old STAT,
Inc., a Delaware corporation named "STAT Healthcare, Inc." prior to the Exchange
("Old STAT"), STAT Acquisition Corp., a Delaware corporation wholly owned by New
STAT ("STAT Acquisition"), and the AmHealth Corporations and AmHealth
Partnerships described below, (a) AmHealth Corporation, AmHealth Enterprises of
the Valley, Inc. and AmHealth Ambulatory Services, Inc., each a Texas
corporation (collectively, the "AmHealth Corporations"), were merged (the
"AmHealth Merger") with and into New STAT, with New STAT as the surviving
corporation, (b) all the general partners and limited partners (excluding
limited partners representing a 25% interest in Brownsville Kidney Center, Ltd.)
(the "AmHealth Partners") of AmHealth Kidney Centers of the Valley, Ltd.,
Weslaco Kidney Center, Ltd., Starr Dialysis Center, Ltd., Mission Kidney Center,
Ltd., Brownsville Kidney Center, Ltd., AmHealth Medical Management, Ltd.,
Brownsville Hyperbaric Healthcare, Ltd., Southwestern Infusion Healthcare, Ltd.
and AmHealth Ambulatory Healthcare, Ltd., each a Texas limited partnership
(collectively, the "AmHealth Partnerships" and, together with the AmHealth
Corporations, "AmHealth")), received shares of common stock of New STAT (the
"New STAT Common Stock") in exchange for the outstanding general and limited
partner interests in the AmHealth Partnerships held by such partners, and (c)
Old STAT merged (the "Old STAT Merger") with STAT Acquisition, with Old STAT as
the surviving corporation. The shareholders of the AmHealth Corporations (the
"AmHealth Shareholders") and the AmHealth Partners collectively received a total
of 11,200,000 shares of New STAT Common Stock, each of the 3,702,472 shares of
common stock of Old STAT (the "Old STAT Common Stock") issued and outstanding
immediately prior to the consummation of the Exchange was converted into one
share of New STAT Common Stock, and each option and warrant to purchase shares
of Old STAT Common Stock outstanding immediately prior to the consummation of
the Exchange was converted into an option or warrant, respectively, to purchase
shares of New STAT Common Stock on substantially the same terms and conditions.
Upon consummation of the Exchange, (i) the participating AmHealth Shareholders
and AmHealth Partners collectively received approximately 75% of the New STAT
Common Stock outstanding immediately after the Exchange, (ii) the corporate name
of New STAT was changed to "STAT Healthcare, Inc." and (iii) the corporate name
of Old STAT was changed to "Old STAT, Inc."
The total consideration paid in the Exchange was determined by arms'
length negotiations among management of Old STAT, New STAT, the AmHealth
Corporations and the AmHealth Partnerships.
Russell D. Schneider, a member of the Board of Directors of Old STAT and
New STAT and the holder of approximately 25.1% of the ownership interests in the
AmHealth entities prior to the Exchange, received 2,826,922 shares of New STAT
Common Stock (or 19.0% of the New STAT Common Stock outstanding immediately
following the Exchange) upon consummation of the Exchange.
As conditions to the Exchange, Mr. Schneider was elected Chairman of the
Board of Directors and Chief Executive Officer of New STAT, Ruben A. Perez, a
principal of AmHealth, was elected President -Healthcare Management and a
director of New STAT, and David A. Perez was elected Senior Vice President of
New STAT. Messrs. Schneider and R. Perez also entered into employment agreements
with New STAT.
Page 2 of 8
Following the Exchange, Ned E. Chapman, New STAT's Chief Financial
Officer, resigned from New STAT's Board of Directors and Mr. R. Perez was
elected to fill the vacancy created by Mr. Chapman's resignation. The number of
directors constituting the Board was increased to six persons, and Ann N. James,
Ph.D. and David C. Colby, both of whom were designated by former affiliates of
AmHealth pursuant to the Reorganization Agreement, were elected to fill the two
newly created positions. The Reorganization Agreement further provides that
representatives of Old STAT and former affiliates of AmHealth are entitled to
jointly designate one additional director which, when named, will increase the
membership of New STAT's Board of Directors to seven.
The following table sets forth as of June 24, 1996 certain information
with respect to stock ownership of (i) all persons known by New STAT to be
beneficial owners of more than 5% of the outstanding shares of New STAT Common
Stock; (ii) each director of New STAT; (iii) each executive officer of New STAT;
and (iv) all directors and officers of New STAT as a group. All of such persons
other than Messrs. Rice, Miranda and Chapman were AmHealth Partners or AmHealth
Shareholders prior to the Exchange. Messrs. R. Perez and Schneider together
owned approximately 59.6% of the combined equity interests in the AmHealth
entities prior to the Exchange. Unless otherwise indicated, the beneficial
owners have sole voting and investment power over the shares listed below:
NUMBER
OF SHARES PERCENTAGE
NAME OWNED OWNED
---- --------- ----------
William H. Rice, M.D.(1) .......................... 778,342(2) 5.2%
Victor M. Miranda, M.D.(1) ........................ 778,342(2) 5.2
Ned E. Chapman(1) ................................. 78,886 *
Russell D. Schneider(1) ........................... 2,826,922(3) 19.0
Ruben A. Perez(4) ................................. 3,868,917 26.0
Daniel A. Perez(5) ................................ 1,509,231 10.1
William Restrepo, M.D.(6) ......................... 1,043,018 7.0
M. K. Razdan, M.D.(7) ............................. 1,026,038 6.9
All officers and directors as a group (8) ......... 9,840,640 66.0%
- --------------------
* Indicates less than 1%.
(1) The address for Dr. Rice, Dr. Miranda, Mr. Chapman and Mr. Schneider is c/o
STAT Healthcare, Inc., 12450 Greenspoint Drive, Suite 1200, Houston, Texas
77060.
(2) Represents a 50% ownership interest in STAT Physicians which owns 1,556,684
shares of New STAT Common Stock.
(3) Includes 10,000 shares subject to presently exercisable options.
(4) The address for Mr. Perez is 8200 I.H. 10 West, Suite 209, San Antonio,
Texas 78230.
(5) The address for Mr. Perez is 1300 North 10th, Suite 220, McAllen, Texas
78501.
(6) The address for Dr. Restrepo is 1801 South 5th Street, Suite 207, McAllen,
Texas 78503.
(7) The address for Dr. Razdan is 222 East Ridge Road, Suite 116, McAllen,
Texas 78503.
Page 3 of 8
(8) Six persons.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of business acquired.
(i) The following financial statements of Old STAT, together with
the independent auditors' report, are filed as Exhibit 99.1
hereto:
(1) Balance Sheet at March 31, 1996 (unaudited);
(2) Consolidated Statements of Income for the three months
ended March 31, 1996 and 1995 (unaudited);
(3) Statements of Changes in Shareholders' Equity for the
three months ended March 31, 1996 and 1995 (unaudited);
(4) Statements of Cash Flows for the three months ended
March 31, 1996 and 1995 (unaudited);
(5) Notes to Unaudited Financial Statements;
(6) Independent Auditors' Report;
(7) Balance Sheets at December 31, 1995 and 1994;
(8) Consolidated Statements of Income for the year ended
December 31, 1995 and the period from July 29, 1994
(date of incorporation) through December 31, 1994;
(9) Statements of Changes in Shareholders' Equity for the
year ended December 31, 1995 and the period from July
29, 1994 (date of incorporation) through December 31,
1994;
(10) Statements of Cash Flows for the year ended December 31,
1995 and the period from July 29, 1994 (date of
incorporation) through December 31, 1994; and
(11) Notes to Financial Statements.
(ii) The following financial statements of South Texas Acute Trauma
Physicians, P.A., together with the independent auditors'
report, are filed as Exhibit 99.2 hereto:
(1) Independent Auditors' Report;
(2) Balance Sheet at August 31, 1994 and December 31, 1993;
Page 4 of 8
(3) Statements of Income for the eight months ended August
31, 1994 and the year ended December 31, 1994;
(4) Statements of Changes in Shareholders' Equity for the
eight months ended August 31, 1994 and the year ended
December 31, 1994;
(5) Statements of Cash Flows for the eight months ended
August 31, 1994 and the year ended December 31, 1994;
and
(6) Notes to Financial Statements.
(iii) The following financial statements of AmHealth Corporation and
its related healthcare entities, together with the independent
auditors' reports, are filed as Exhibit 99.3 hereto:
(1) Combined Balance Sheet at March 31, 1996 (unaudited);
(2) Combined Statements of Income for the three months ended
March 31, 1996 and 1995 (unaudited);
(3) Combined Statements of Changes in Shareholders' Equity
and Partners' Capital for the three months ended March
31, 1996 and 1995 (unaudited);
(4) Combined Statements of Cash Flows for the three months
ended March 31, 1996 and 1995 (unaudited);
(5) Notes to Unaudited Combined Financial Statements;
(6) Independent Auditors' Report;
(7) Independent Auditors' Report;
(8) Combined Balance Sheet at December 31, 1995, 1994 and
1993;
(9) Combined Statements of Income for the years ended
December 31, 1995, 1994 and 1993;
(10) Combined Statements of Changes in Shareholders' Equity
and Partners' Capital for the years ended December 31,
1995, 1994 and 1993;
(11) Combined Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993; and
(12) Notes to Combined Financial Statements.
(b) Pro forma financial information.
Page 5 of 8
The unaudited pro forma combined financial statements of New STAT as
of and for the three months ended March 31, 1996 and the years ended
December 31, 1995, 1994 and 1993, and the notes thereto, are filed
as Exhibit 99.4 hereto.
(c) Exhibits.
2.1 Amended and Restated Agreement and Plan of Reorganization,
dated as of March 15, 1996, by and among New STAT Healthcare,
Inc., STAT Healthcare, Inc., STAT Acquisition Corp. and the
AmHealth Corporations and AmHealth Partnerships named therein
(included as Appendix 1 to the Joint Proxy
Statement/Prospectus dated May 22, 1996 (the "Joint Proxy
Statement/Prospectus") of New STAT Healthcare, Inc., STAT
Healthcare, Inc. and the AmHealth Corporations filed pursuant
to Rule 424(b) under the Securities Act of 1933 on May 23,
1996 and incorporated herein by reference). (The schedules and
exhibits which are referenced in the table of contents and
elsewhere in the Reorganization Agreement are hereby
incorporated by reference. Such schedules and exhibits which
are not included in the Joint Proxy Statement/Prospectus have
been omitted for purposes of this filing, but will be
furnished supplementally to the Commission upon request.)
2.2 Certificate of Merger relating to the AmHealth Merger, as
filed on June 24, 1996 with the Secretary of State of the
State of Delaware.
2.3 Certificate of Merger relating to the Old STAT Merger, as
filed on June 24, 1996 with the Secretary of State of the
State of Delaware.
2.4 Articles of Merger relating to the AmHealth Merger, as filed
on June 24, 1996 with the Secretary of State of the State of
Texas. (The exhibit which is referenced in the Articles of
Merger is hereby incorporated by reference. Such exhibit has
been omitted for purposes of this filing, but will be
furnished supplementally to the Commission upon request.)
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Long, Chilton, Payte & Hardin LLP.
99.1 Consolidated financial statements of Old STAT, as described in
Item 7(a)(i) of this Form 8-K (incorporated by reference to
pages FS-2 to FS-19 of the Joint Proxy Statement/Prospectus).
99.2 Financial statements of South Texas Acute Trauma Physicians,
P.A., as described in Item 7(a)(ii) of this Form 8-K
(incorporated by reference to pages FS-20 to FS- 28 of the
Joint Proxy Statement/Prospectus).
99.3 Combined financial statements of AmHealth Corporation and its
related healthcare entities, as described in Item 7(a)(iii) of
this Form 8-K (incorporated by reference to pages FS-29 to
FS-47 of the Joint Proxy Statement/Prospectus).
Page 6 of 8
99.4 Unaudited pro forma combined financial statements of New STAT,
as described in Item 7(b) of this Form 8-K (incorporated by
reference to pages 53 to 61 of the Joint Proxy
Statement/Prospectus).
99.5 Text of press release of Old STAT, dated November 7, 1995.
99.6 Text of press release of Old STAT, dated December 22, 1995.
99.7 Text of press release of Old STAT, dated May 29, 1996.
99.8 Text of press release of New STAT, dated June 25, 1996.
Page 7 of 8
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.
Dated: July 9, 1996 STAT HEALTHCARE, INC. (formerly New STAT
Healthcare, Inc.)
By: /s/ NED E. CHAPMAN
Ned E. Chapman
Chief Financial Officer
Page 8 of 8
EXHIBIT 2.2
CERTIFICATE OF MERGER
OF
AMHEALTH CORPORATION,
AMHEALTH ENTERPRISES OF THE VALLEY, INC., AND
AMHEALTH AMBULATORY SERVICES, INC.
INTO
NEW STAT HEALTHCARE, INC.
The undersigned corporation DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:
STATE OF
NAME INCORPORATION
---- -------------
AmHealth Corporation, Inc. ("AmHealth)" Texas
AmHealth Enterprises of the Valley, Inc. ("AEV") Texas
AmHealth Ambulatory Services, Inc. ("AAS") Texas
New STAT Healthcare, Inc. ("New STAT") Delaware
SECOND: That an Amended and Restated Agreement and Plan of Reorganization
("Reorganization Agreement") between AmHealth, AEV, AAS, the AmHealth
Partnerships named therein, New STAT, STAT Healthcare, Inc., a Delaware
corporation, and STAT Acquisition Corp., a Delaware corporation, has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 252 of
the General Corporation Law of Delaware.
THIRD: That the name of the surviving corporation of the merger is New
STAT Healthcare, Inc. ("STAT"), a Delaware corporation, which shall change its
name to be STAT Healthcare, Inc.
FOURTH: That the Certificate of Incorporation of New STAT, a Delaware
corporation which is surviving the merger, shall be the Certificate of
Incorporation of the surviving corporation, except that Article First shall be
amended to read as follows:
"The name of the corporation shall be STAT Healthcare, Inc."
FIFTH: That the executed Reorganization Agreement is on file at the
principal place of business of the surviving corporation, the address of which
is 12450 Greenspoint Drive, Suite 1200, Houston, Texas 77060.
SIXTH: That a copy of the Reorganization Agreement will be furnished by
the surviving corporation, on request and without cost, to any stockholder of
any constituent corporation.
SEVENTH: The authorized capital stock of each foreign corporation which is
a party to the merger is as follows:
PAR VALUE
CORPORATION CLASS NUMBER OF SHARES PER SHARE
----------- ----- ---------------- ---------
AmHealth Common Stock 1,000 $1.00
AEV Common Stock 1,000 1.00
AAS Common Stock 1,000 1.00
IN WITNESS WHEREOF, the undersigned corporation has caused this
Certificate of Merger to be executed in its corporate name this 24th day of
June, 1996.
NEW STAT HEALTHCARE, INC.
By: /s/ N.E. CHAPMAN
N.E. Chapman
Chief Financial Officer
EXHIBIT 2.3
CERTIFICATE OF MERGER
MERGING
STAT ACQUISITION CORP.
WITH AND INTO
STAT HEALTHCARE, INC.
-------------------------------
Pursuant to Section 251 of the General Corporation Law of
the State of Delaware
----------------------------
STAT Acquisition Corp., a Delaware corporation ("Merger Sub"), and STAT
Healthcare, Inc, a Delaware corporation ("Target"), DO HEREBY CERTIFY AS
FOLLOWS:
FIRST: That Merger Sub was incorporated on March 15, 1996, pursuant to the
Delaware General Corporation Law (the "Delaware Law"), and that Target was
incorporated on July 29, 1994 pursuant to the Delaware Law.
SECOND: That an Amended and Restated Agreement and Plan of Reorganization
(the "Reorganization Agreement"), dated as of March 15, 1996, among New STAT
Healthcare, Inc. a Delaware corporation, Merger Sub, Target, and the AmHealth
Entities named therein, setting forth the terms and conditions of the merger of
Merger Sub with and into Target (the "Merger"), has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with Section 251 of the Delaware Law.
THIRD: That the name of the surviving corporation (the "Surviving
Corporation") is STAT Healthcare, Inc. which shall change its name to be Old
STAT, Inc.
FOURTH: That the Certificate of Incorporation of Target, which shall
survive the Merger, shall be the Certificate of Incorporation of the Surviving
Corporation, except that Article First shall be amended to read as follows:
"The name of the corporation shall be Old STAT, Inc."
FIFTH: That an executed copy of the Reorganization Agreement is on file at
the principal place of business of the Surviving Corporation at the following
address:
12450 Greenspoint Dr., Suite 1200
Houston, TX 77060
SIXTH: That a copy of the Reorganization Agreement will be furnished by
the Surviving Corporation, on request and without cost, to any stockholder of
any constituent corporation.
SEVENTH: That the Merger shall become effective upon the filing of this
Certificate of Merger with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, each of Merger Sub and Target has caused this
Certificate of Merger to be executed in its corporate name this 24th day of
June, 1996.
STAT ACQUISITION CORP.
By: /s/ WILLIAM H. RICE, M.D.
Name: William H. Rice, M.D.
Title: President
ATTEST:
/s/ NED E. CHAPMAN
Secretary
STAT HEALTHCARE, INC.
By: /s/ VICTOR M. MIRANDA, M.D.
Name: Victor M. Miranda, M.D.
Title: President
ATTEST:
/s/ NED E. CHAPMAN
Secretary
EXHIBIT 2.4
ARTICLES OF MERGER
OF
AMHEALTH CORPORATION,
AMHEALTH ENTERPRISES OF THE VALLEY, INC.,
AMHEALTH AMBULATORY SERVICES, INC.,
AND
NEW STAT HEALTHCARE, INC.
Pursuant to the provisions of article 5.04 of the Texas Business
Corporation Act, the undersigned corporations adopt the following Articles of
Merger for the purpose of effecting a merger in accordance with the provisions
of article 5.01 of the Texas Business Corporation Act.
ARTICLE I
The name of each of the undersigned corporations, the type of such
entities and the laws under which such corporations and limited partnerships
were organized are:
Name Type of Entity State
- ---- -------------- -----
New STAT Healthcare, Inc. corporation Delaware
AmHealth Corporation corporation Texas
AmHealth Enterprises of the
Valley, Inc. corporation Texas
AmHealth Ambulatory Services, Inc. corporation Texas
ARTICLE II
An Amended and Restated Agreement and Plan of Reorganization (the "Plan of
Reorganization") adopted in accordance with the provisions of article 5.04 of
the Texas Business Corporation Act providing for the merger of the undersigned
corporations, and resulting in New STAT Healthcare, Inc., being the surviving
corporation, is attached hereto as Exhibit A and is hereby incorporated herein
by reference.
ARTICLE III
As to each of the undersigned domestic corporations, the number of shares
outstanding that are entitled to vote on the Plan of Reorganization are as
follows:
Number of Shares Number of Shares
Named Corporation Class of Shares Outstanding Entitled to Vote
- ----------------- --------------- ---------------- ----------------
AmHealth Corporation Common Stock 1000 1000
AmHealth Enterprises
of the Valley, Inc. Common Stock 1000 1000
AmHealth Ambulatory
Services, Inc. Common Stock 1000 1000
ARTICLE IV
As to each of the undersigned domestic corporations, the number of shares
that voted for and against the Plan of Reorganization are as follows:
Number of Shares Outstanding
and Entitled to Vote
Named Corporation Class Voted For Voted Against
- ----------------- ----- --------- -------------
AmHealth Corporation Common Stock 1000 0
AmHealth Enterprises
of the Valley, Inc. Common Stock 1000 0
AmHealth Ambulatory
Services, Inc. Common Stock 1000 0
ARTICLE V
The Plan of Reorganization and the performance of its terms were duly
authorized by all action required by the laws of the State of Delaware, under
which the surviving corporation was incorporated and by its constituent
documents.
ARTICLE VI
The address of the surviving corporation's registered office in the State
of Delaware is Corporation Trust Company, 1209 Orange Street, City of
Wilmington, County of New Castle, Delaware.
IN WITNESS WHEREOF, the undersigned have heretofore set their hands this
24th day of June, 1996.
NEW STAT HEALTHCARE, INC.
By: /s/ NED E. CHAPMAN
Chief Financial Officer
AMHEALTH CORPORATION
By: /s/ RUBEN A. PEREZ
President
AMHEALTH ENTERPRISES OF THE
VALLEY, INC.
By: /s/ RUBEN A. PEREZ
President
AMHEALTH AMBULATORY SERVICES, INC.
By: /s/ RUBEN A. PEREZ
President
EXHIBIT 23.1
CONSENT OF KPMG PEAT MARWICK LLP
We hereby consent to the incorporation by reference in this Current Report
on Form 8-K of STAT Healthcare, Inc. dated June 24, 1996 of (i) our report dated
February 23, 1996 relating to the consolidated financial statements of STAT
Healthcare, Inc. which appears on page FS-8 of the Joint Proxy
Statement/Prospectus of New STAT Healthcare, Inc., STAT Healthcare, Inc. and the
AmHealth Corporations dated May 22, 1996 filed pursuant to Rule 424(b) under the
Securities Act of 1933 on May 23, 1996 (the "Joint Proxy Statement/Prospectus"),
(ii) our report dated March 10, 1995 relating to the financial statements of
South Texas Acute Trauma Physicians, P.A. which appears on page FS-20 of the
Joint Proxy Statement/Prospectus, and (iii) our report dated February 23, 1996
relating to the combined financial statements of AmHealth Corporation and its
related healthcare entities which appears on page FS-34 of the Joint Proxy
Statement/Prospectus.
KPMG PEAT MARWICK LLP
Houston, Texas
July 9, 1996
EXHIBIT 23.2
CONSENT OF LONG, CHILTON, PAYTE & HARDIN LLP
We hereby consent to the incorporation by reference in this Current Report
on Form 8-K of STAT Healthcare, Inc. dated June 24, 1996 of our report dated
February 22, 1995 relating to the combined financial statements of AmHealth
Corporation and its related healthcare entities which appears on page FS- 35 of
the Joint Proxy Statement/Prospectus of New STAT Healthcare, Inc., STAT
Healthcare, Inc. and the AmHealth Corporations dated May 22, 1996 filed pursuant
to Rule 424(b) under the Securities Act of 1933 on May 23, 1996.
LONG, CHILTON, PAYTE & HARDIN LLP
McAllen, Texas
July 9, 1996
EXHIBIT 99.5
- ------------------------------------------------------------------------------
STAT HEALTHCARE SIGNS MERGER
INTENT LETTER TO ENTER
OUTPATIENT HEALTHCARE MARKET
------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
CONTACT: NED E. CHAPMAN, CHIEF FINANCIAL OFFICER, STAT HEALTHCARE (713) 872-6900
OR MAX RAMRAS OR JOE DIAZ, REGISTERED COMMUNICATIONS GROUP
(602) 998-7555.
(NOVEMBER 7, 1995) - HOUSTON, TEXAS: STAT Healthcare, Inc. (NASDAQ: ERDR), a
leading physician practice management (PPM) firm providing emergency room
physicians and services to major medical centers throughout Texas, today
announced that it signed a letter of intent to merge its operations with
AmHealth Corporation. AmHealth is a Texas-based, privately-held entity which
owns and operates four outpatient kidney dialysis centers, an outpatient
hyperbaric medicine unit and provides management and personnel services to
outpatient home health providers. AmHealth operates in the Rio Grande Valley of
Southern Texas.
The proposed merger will be accounted for as a pooling of interests. Specific
terms of the transaction will be reported at a later date. The newly merged
company will maintain the STAT Healthcare name. When completed, the combined
entities will have an annualized run rate of approximately $26 million in
revenues. In addition, the transaction is expected to more than quadruple the
Company's net income.
Joining the STAT Healthcare management team from AmHealth will be Mr. Russell
Schneider, who will become Chairman of the Board of STAT Healthcare and Mr.
Ruben Perez who will assume the position of Treasurer and will join the
Company's Board of Directors. Both Mr. Schneider and Mr. Perez were involved
with Columbia/HCA at its inception and previously held senior management
positions at Columbia.
"Through the addition of the outpatient healthcare services provided by
AmHealth, and in conjunction with our fast-growing emergency room physician
practice management business, this merger represents a significant step forward
in our overall growth strategy of creating broadly based, clinical systems which
improve healthcare services quality and decrease related costs," said William H.
Rice, M.D., STAT Healthcare's chief executive officer.
"Once the merger has been completed we will have the capability to provide an
expanded scope of services and rapidly enter new markets," Mr. Schneider added.
Ned E. Chapman, chief financial officer of STAT Healthcare commented, "From a
financial perspective, we believe that we have set the stage for enhanced
shareholder value with this strategic transaction. Also, adding the significant
experience and tenured expertise of healthcare industry visionaries like Russell
Schneider and Ruben Perez to our management team further positions STAT
Healthcare to seize market leadership in this large niche of the rapidly
evolving healthcare services industry."
STAT Healthcare provides physician contract management services to professional
associations that staff emergency departments at 12 hospitals throughout the
state of Texas. Under contracts with these hospitals, STAT provides emergency
department care 24 hours a day, 365 days per year. The Company currently
contracts with approximately 110 physicians to provide these services.
AmHealth Corporation is a San Antonio, Texas-based, privately-held entity which
owns and operates outpatient kidney dialysis centers, an outpatient hyperbaric
medicine unit and provides management and personnel services to outpatient home
health providers. AmHealth operates in the rapidly growing Rio Grande Valley of
southern Texas.
EXHIBIT 99.6
- -------------------------------------------------------------------------------
STAT HEALTHCARE SIGNS DEFINITIVE
AGREEMENT TO MERGE WITH
AMHEALTH CORP.
- -------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
CONTACT: NED E. CHAPMAN, CHIEF FINANCIAL OFFICER, STAT HEALTHCARE (713) 872-6900
OR MAX RAMRAS OR JOE DIAZ, REGISTERED COMMUNICATIONS GROUP
(602) 998-7555
(DECEMBER 22, 1995) - HOUSTON, TEXAS: STAT Healthcare, Inc. (NASDAQ: ERDR), a
physician practice management (PPM) firm providing management of emergency room
physicians and services to major medical centers throughout Texas, today
announced that it signed a definitive agreement to merge its operations with
AmHealth Corporation and its related entities as previously announced on
November 7, 1995.
AmHealth is a San Antonio, Texas-based, privately-held entity which owns and
operates a comprehensive diabetes disease management system in the Rio Grande
Valley of southern Texas. The diabetes management system includes the operation
of four outpatient kidney dialysis centers, provision of management and
personnel services to outpatient home health providers and a hospital-based
hyperbaric medicine unit.
The merger will be accounted for as a pooling of interests. Terms of the
agreement call for STAT to issue 11.2 million new shares of its common stock in
exchange for the AmHealth entities. The transaction closing is anticipated in
early 1996.
STAT Healthcare reported unaudited revenues, net income and earnings per share
of $3.7 million, $215,000 and $0.06, respectively, for the quarter ended
September 30, 1995. For the same quarter, on a pooling of interests accounting
basis, the unaudited combined revenues and proforma net income and earnings per
share of the merged entities were $6.4 million, $778,000 and $0.05,
respectively. Some of AmHealth's entities were in a start-up mode of operations
during the quarter, and management believes that future operating results will
be accretive to STAT's per share earnings.
Joining the STAT Healthcare management team from AmHealth will be Mr. Russell
Schneider, who will become Chairman of the Board of STAT Healthcare and Mr.
Ruben Perez who will assume the position of Treasurer and will join the
Company's Board of Directors. Both Mr. Schneider and Mr. Perez were involved
with Columbia/HCA at its inception and previously held senior management
positions at Columbia.
William H. Rice, M.D., STAT Healthcare's chief executive officer commented, "The
merger of these companies provides STAT Healthcare with a wider platform of
services and the ability to create integrated care systems which decrease
clinical variation, improve outcomes and lower overall costs. Also, by adding
Russell Schneider and Ruben Perez to our management team, STAT Healthcare is
poised to assume a leadership position in the
ever-evolving healthcare industry."
Russell Schneider, incoming Chairman of STAT Healthcare, who served as an
executive officer and board member of Columbia/HCA Healthcare during its early
years, stated, "The combination of STAT and AmHealth enhances our ability to
provide a greater venue of services to hospitals and the patients we serve."
STAT Healthcare provides physician contract management services to professional
associations that staff emergency departments at 11 hospitals throughout the
state of Texas. Under contracts with these hospitals, STAT provides emergency
department care 24 hours a day, 365 days per year. The Company currently
contracts with approximately 110 physicians to provide these services to nearly
200,000 patients per year.
AmHealth Corporation is a San Antonio, Texas-based, privately-held entity which
owns and operates outpatient kidney dialysis centers, an outpatient hyperbaric
medicine unit and provides management and personnel services to outpatient home
health providers. AmHealth operates in the rapidly growing Rio Grande Valley of
southern Texas.
EXHIBIT 99.7
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STAT HEALTHCARE/AMHEALTH
MERGER REGISTRATION STATEMENT
EFFECTIVE
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FOR IMMEDIATE RELEASE
CONTACT: NED E. CHAPMAN, CHIEF FINANCIAL OFFICER, STAT HEALTHCARE (713) 872-6900
OR MAX RAMRAS OR JOE DIAZ, RCG CAPITAL MARKETS GROUP, INC.
(602) 998-7555
(MAY 29, 1996) - HOUSTON, TEXAS: STAT Healthcare, Inc. (NASDAQ: ERDR) today
announced that the registration statement relating to its business combination
with AmHealth Corporation and its related entities has been declared effective
by the Securities and Exchange Commission. AmHealth Corporation and its related
entities, based in San Antonio, Texas, are privately-held entities that provide
diabetic disease management services. AmHealth owns and operates outpatient
kidney dialysis centers and provides management and personnel services to
outpatient hyperbaric medicine units and outpatient home health providers.
STAT Healthcare shareholders will be asked to approve the transaction at STAT
Healthcare's 1996 annual meeting to be held on June 13, 1996. When required
securityholder approvals are obtained and the transaction is consummated, STAT
Healthcare will merge with a subsidiary of New STAT Healthcare, Inc. (which was
recently formed by STAT Healthcare to act as a constituent entity in the
transaction) and participating AmHealth securityholders will receive shares of
common stock of New STAT Healthcare common stock in exchange for STAT Healthcare
common stock on a share-for-share basis.
Copies of the Joint Proxy Statement/Prospectus relating to the transaction may
be obtained from Ned E. Chapman, Chief Financial Officer, at STAT Healthcare,
Inc., 12450 Greenspoint Drive, Suite 1200, Houston, Texas 77060.
STAT Healthcare provides physician contract management services to related
professional associations that currently staff emergency departments at 17
hospitals primarily in southeast Texas. Under contracts with these hospitals,
the professional associations provide emergency department care 24 hours a day,
365 days per year. The Company currently contracts with approximately 250
physicians to provide these services to nearly 300,000 patients per year.
EXHIBIT 99.8
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STAT HEALTHCARE/AMHEALTH
MERGER COMPLETED
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FOR IMMEDIATE RELEASE
CONTACT: NED E. CHAPMAN, CHIEF FINANCIAL OFFICER, STAT HEALTHCARE (713) 872-6900
OR MAX RAMRAS OR JOE DIAZ, RCG CAPITAL MARKETS GROUP, INC.
(602) 998-7555
(JUNE 25, 1996) - HOUSTON, TEXAS: STAT Healthcare, Inc. (NASDAQ: STHC) (FORMERLY
NASDAQ:ERDR) today announced the completion of its merger with AmHealth
Corporation, a San Antonio, Texas-based comprehensive diabetes disease
management healthcare company. AmHealth owns and operates outpatient kidney
dialysis centers, hyperbaric medicine units and provides management and
personnel services to outpatient home health providers primarily in the Rio
Grande Valley of southern Texas.
STAT issued 11.2 million new shares of its common stock in exchange for AmHealth
and its related healthcare entities. The merger will be accounted for as a
pooling of interests.
STAT Healthcare's management team will consist of Russell D. Schneider, Chairman
and Chief Executive Officer, William H. Rice, M.D., Vice Chairman, Ned E.
Chapman, Chief Financial Officer, Victor M. Miranda, M.D., President-Physician
Services and Ruben A. Perez, Treasurer and President-Healthcare Management
Services. All members of the management team have extensive experience in the
healthcare industry. Both Mr. Schneider and Mr. Perez were involved with
Columbia/HCA Healthcare corporation at its inception and previously held senior
management positions at the Company.
Mr. Schneider, STAT's incoming Chairman and Chief Executive Officer, commented,
"We are pleased with the completion of this transaction. The "new' STAT
Healthcare is uniquely positioned to grow and prosper as we move ahead with our
hospital industry partners in both the physician services and healthcare
management segments, as well as with our growing kidney dialysis segment. As the
healthcare industry continues its evolution, so too will STAT Healthcare evolve
to meet the needs of the market. We look to the future with great confidence."
Effective today, STAT Healthcare common stock will trade under the symbol
"STHC". The Company has applied and expects its common stock to trade on the
NASDAQ National Market System in the near future.
STAT Healthcare provides physician contract management services to related
professional associations that currently staff emergency departments at 18
hospitals primarily in southeast Texas. Under contracts with these hospitals,
the professional associations provide emergency department care 24 hours a day,
365 days per year. The Company currently contracts with approximately 250
physicians to provide these services to nearly 300,000 patients per year.
