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) November 12, 1996
Karrington Health, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 0-28656 31-1461482
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
919 Old Henderson Road, Columbus, Ohio 43220
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (614) 451-5151
Not Applicable
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(Former name or former address, if changed since last report.)
Page 1 of 6 Pages.
Index to Exhibits is on Page 4.
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Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
On November 12, 1996, Karrington Health, Inc. (the "Registrant") issued a
press release, a copy of which is included herewith as Exhibit 99 (the "Press
Release"), announcing the execution of a letter of intent to acquire the
business of Kensington Management Group, Inc.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) - (b) None required.
(c) Exhibits.
Exhibit Number Description Page No.
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99 Press Release dated November 12, 1996 5 - 6
Item 8. Change in Fiscal Year.
Not Applicable.
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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.
KARRINGTON HEALTH, INC.
Date: November 27, 1996 By: /s/ Mark N. Mace
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Mark N. Mace
Senior Vice President, Finance
and Treasurer
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<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description Page No.
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99 Press Release dated November 12, 1996 5 - 6
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Exhibit 99
PRESS RELEASE
Dated November 12, 1996
FOR IMMEDIATE RELEASE:
Contact: Alan B. Satterwhite, Chief Operating Officer/Chief Financial Officer
(614) 451-5151
Date: November 12, 1996
KARRINGTON HEALTH, INC. SIGNS LETTER OF INTENT
TO ACQUIRE KENSINGTON COTTAGES
Columbus, Ohio, November 12, 1996--Karrington Health, Inc. (Nasdaq: KARR),
announced today that it has entered into a Letter of Intent to acquire the
business of Kensington Management Group, Inc. of Golden Valley, Minn. Kensington
operates 10 facilities in 3 states with a total of 323 beds, principally under
the name "Kensington Cottages." According to Karrington management, Kensington
has focused primarily on assisted living Alzheimer's care and Jon Rappaport, its
CEO and principal shareholder, has been an active participant and leader in the
national assisted living industry. Mr. Rappaport will remain with the
organization as President of this new division of Karrington and will be
primarily responsible for the continued growth and development of new Kensington
homes.
The purchase price was not disclosed pending the completion of a definitive
Purchase Agreement and due diligence. Karrington intends to finance the purchase
with Karrington Health, Inc. common shares, cash, and with loans from one or
more third-party lenders. The parties intend to close the transaction during the
first quarter of 1997.
Richard R. Slager, CEO and president of Karrington Health, Inc. stated,
"Jon Rappaport, along with his organization and people have been a great asset
to the assisted living industry. Jon himself has been the National Trade
Association's Treasurer since its inception and is highly respected by other
assisted living providers and his peers. We believe that the Kensington model
along with the expertise of the Kensington development and management team will
make a significant contribution to Karrington through broadening its product
lines and bringing a new innovative, cost-effective approach to individuals and
families dealing with Alzheimer's disease and other forms of dementia.
Kensington Cottages are a strong complement to Karrington's stand alone
Alzheimer's residence by bringing a product for the smaller community, moderate
income markets to the Karrington portfolio. We could not be more pleased than to
have Jon and his staff join our team."
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Since 1980 the Kensington name has earned widespread, national recognition
as an innovative leader in assisted living dementia care. Kensington Cottages'
Specialized Care Program has been developed to meet the unique needs of those
suffering from memory impairments. The model incorporates the latest Alzheimer's
care research, with 16 years of experience providing residential,
service-oriented housing for the frail elderly.
Karrington Health, Inc. is a Columbus, Ohio based developer, owner and
operator of licensed assisted living residences which provide quality,
professional personal and health care services for individuals needing
assistance with activities of daily living in dignified, residential
environments. The Company is a leader in assisted living and provides a broad
range of consulting, development, support, and management services to health
care providers in the long-term care industry.
