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SECURITIES AND EXCHANGE COMMISSION
Draft 12/30/98
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): December 15, 1998
INTENSIVA HEALTHCARE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-21505 43-1690769
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification Number)
7733 Forsyth Boulevard, Suite 800, St. Louis, Missouri 63105
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (314) 725-0112
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Item 1. Change in Control of Registrant.
On December 16, 1998, Select Medical Corporation ("Parent"), Inc., a
Delaware corporation, announced that its wholly-owned subsidiary Select Medical
of Mechanicsburg, Inc. (the "Purchaser"), a Delaware corporation, completed its
previously announced tender offer (the "Offer") to purchase all outstanding
shares of Common Stock, par value $.001 per share (the "Shares"), of Intensiva
HealthCare Corporation (the "Company") at $9.625 per share in cash.
Approximately 9,619,379 shares were tendered at the expiration of the Offer at
midnight (EST) on December 15, 1998. The tendered shares represented
approximately 95.4% of the Company's outstanding shares of common stock.
The Offer was made pursuant to an Agreement and Plan of Merger, dated as of
November 9, 1998, by and among the Company, the Purchaser, and Parent (the
"Merger Agreement").
Pursuant to the Merger Agreement, following the completion of the Offer the
Purchaser was merged into the Company, with the Company continuing as the
surviving corporation. Because the Purchaser owned in excess of 90% of the
outstanding shares of common stock of the Company, the merger was consummated
without a meeting of stockholders of the Company pursuant to Section 253 of the
General Corporation Law of Delaware. Following the merger, each share of common
stock of the Company previously outstanding (other than shares owned by Parent,
any direct or indirect wholly owned subsidiary of Parent, or held in the
treasury of the Company) represent solely (i) the right to receive $9.625 per
share in cash, without interest, upon surrender of the certificate formerly
representing such share or (ii) a right to dissent from the merger and obtain an
appraisal of such share under applicable Delaware law.
The total amount of funds required by the Purchaser to consummate the share
acquisition and the merger, and for the settlement of outstanding options and
warrants to purchase shares of common stock of the Company, is approximately
$130 million. The Parent obtained $35 million through the issuance of
subordinated debt to a fund associated with one of its existing stockholders and
$65 million from the issuance of equity principally to its existing stockholders
of funds affiliated with them. The balance of the funds required by Purchaser to
consummate the Offer and the subsequent merger were drawn from Parent's existing
credit facilities. Any debt incurred in connection with such transactions is
expected to be repaid from funds internally generated by the Parent and its
subsidiaries and from external sources, including potentially from the sales of
debt and equity securities on terms not yet determined.
Pursuant to the Merger Agreement, upon the effectiveness of the merger, the
directors and officers of the Purchaser immediately prior thereto became the
directors and officers of the Company.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
C. Exhibits
Exhibit 99.1 Solicitation/Recommendation Statement on Schedule 14D-9 dated
November 17, 1998 (the "Schedule 14D-9") filed by the registrant with
the Securities Exchange Commission on November 17, 1998 and
incorporated herein by reference (including the Merger Agreement which
was filed as Exhibit 1to the Schedule 14D-9).
Exhibit 99.2 Press Release, dated November 9, 1998, issued by Intensiva
HealthCare Corporation (incorporated by reference to Exhibit 99.3 to
the Schedule 14D-9)
Exhibit 99.3 Information Statement dated November 17, 1998 pursuant to
Section 14(f) of the Securities and Exchange Act of 1934 and Rule
14f-1 thereunder filed with the Securities Exchange Commission on
November 18, 1998 and incorporated herein by reference.
SIGNATURE
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 hereunto duly authorized.
INTENSIVA HEALTHCARE CORPORATION
Date: December 30, 1998 By: /s/ SCOTT A. ROMBERGER
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Name: Scott A. Romberger
Title: Vice President
