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): OCTOBER 8, 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
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On October 8, 1996, American Medical Response, Inc. ("AMR") issued a press
release announcing that on October 7, 1996, AMR entered into an agreement and
plan of merger pursuant to which SHI Acquisition Corp., a Delaware corporation
and a wholly owned subsidiary of AMR, will be merged with and into STAT
Healthcare, Inc. Reference is made to the press release which is included as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Title
- ------- -----
99.1 Press Release of American Medical Response, Inc.
dated October 8, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: October 11, 1996 STAT HEALTHCARE, INC.
By: /s/ RUSSELL D. SCHNEIDER
Russell D. Schneider
Chairman of the Board
and Chief Executive Officer
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EXHIBIT 99.1
AMERICAN MEDICAL RESPONSE, INC.
2821 South Parker Road
10th Floor
Aurora, CO 80014
AMERICAN MEDICAL RESPONSE SIGNS MERGER AGREEMENT WITH STAT HEALTHCARE, INC.
PROPOSED MERGER EXPANDS SCOPE OF SERVICES TO INCLUDE EMERGENCY PHYSICIAN
SERVICES AND DISEASE MANAGEMENT
AURORA, Colo., Oct 8 /PRNewswire/ -- American Medical Response, Inc.
(NYSE: EMT) and STAT Healthcare, Inc. (Nasdaq: STHC) announced today that they
have entered into a definitive merger agreement. Consummation of the merger is
subject to the approval of the stockholders of STAT and other customary
conditions. STAT stockholders representing approximately 60% of outstanding
shares have agreed to vote in favor of the merger, which is expected to close by
year end.
STAT, which is based in Houston, Texas, provides emergency physician and
disease management services. STAT provides contract management services to
affiliated physician groups that currently staff the emergency departments of 24
hospitals, primarily in southeast Texas. STAT contracts with over 200 physicians
and provides emergency services to more than 300,000 patients annually. STAT's
disease management program includes kidney dialysis, hyperbaric oxygen therapy
and home health services, primarily for diabetic patients. Combined, STAT's
services are expected to generate approximately $35 million in revenue in 1996,
an increase of 51% over 1995.
In the merger, each share of STAT common stock will be converted into 0.25
shares of common stock of American Medical Response. Based upon the agreed-upon
exchange ratio, American Medical Response will issue approximately 4 million
shares, for a transaction value of about $145 million. Outstanding warrants and
options to acquire STAT common stock will become exercisable for shares of
American Medical Response common stock in accordance with the exchange ratio for
the merger. The proposed merger is intended to be a tax-free reorganization
accounted for as a pooling-of-interests.
"The acquisition of STAT adds a range of complimentary health care
services to our core business as the nation's leading ambulance service
provider," said Paul T. Shirley, Chief Executive Officer of American Medical
Response. "This is consistent with our strategy, which began with our
development of American Medical Pathways, of transforming from an emergency and
non-emergency transportation company to a health care company providing a
broader spectrum of services. STAT's experienced management team will help us
create a broader continuum of emergency and urgent care services and enter the
disease management business. The proposed merger will allow us to grow in a
significantly larger segment of the health care market. The estimated markets
for STAT's services are over $35 billion annually.
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Russell D. Schneider, Chief Executive Officer of STAT Healthcare, Inc.,
said "We share American Medical Response's vision of creating regional networks
of high quality, cost effective emergency and urgent care services. In addition,
our fast growing disease management services will complement the growth of
American Medical Response's ambulance business. We believe that becoming part of
a larger company that has a track record of successful acquisitions and access
to capital will support the continuation of STAT's historical growth rate."
Goldman, Sachs & Co. provided an opinion to the Board of Directors of
American Medical Response as to the fairness of the exchange ratio of the merger
to the company. Pacific Growth Equities provided investment banking counsel and
a fairness opinion to STAT Healthcare.
American Medical Response is the nation's leading provider of emergency
and non-emergency ambulance services, with operations in 28 states and over
11,000 employees. Its growth strategy is to continue to acquire ambulance
providers and complimentary health care providers; improve the quality and
efficiency of existing operations; and develop new services that capitalize on
its call management and medical transport expertise.
NOTE: THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS. ACTUAL
RESULTS MAY VARY. FOR MORE INFORMATION REGARDING THE ASSUMPTIONS UPON WHICH
THESE STATEMENTS ARE MADE, AND IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS
TO DIFFER MATERIALLY, REFER TO EXHIBIT 99 FILED WITH AMERICAN MEDICAL RESPONSE'S
1995 10-K AND TO THE RISK FACTORS IN STAT'S REGISTRATION STATEMENT ON FORM S-1.
SOURCE: American Medical Response, Inc.
-0- 10/8/96
/CONTACT: Anna Marie Dunlap, V.P., Investor Relations of American Medical
Response, 303-614- 8570; or Max Ramras, Jim Estrada, or Joe Diaz of RCG Capital
Markets Group, Inc., 602-998-7555, for STAT Healthcare / (EMT STHC)
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