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): December 1, 2000
Balanced Care Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-13845 25-1761898
---------------------------- -------------- -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1215 Manor Drive, Mechanicsburg, PA 17055
------------------------------------------- ----------
Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 717-796-6100
Page 1 of 1 pages.
<PAGE>
Item 5. Other Events.
-------------
On November 6, 2000, Balanced Care Corporation (the "Company")
entered into a letter agreement (the "Letter Agreement") with IPC Advisors
S.a.r.l. ("IPC Advisors"), based on the considerations of a special committee of
certain of the independent directors of the Board of Directors of the Company
(the "Special Committee"), pursuant to which, among other things, IPC Advisors
indicated that it would consider making an offer of $1.00 per common share in
cash for the entire equity interest in the Company not already owned by IPC
Advisors, subject to the completion of due diligence satisfactory to IPC
Advisors in its sole discretion, and to the negotiation and execution of
mutually satisfactory definitive documentation (the "Proposed Offer").
On December 1, 2000, IPC Advisors advised the Company and the
Special Committee in writing that IPC Advisors had determined not to proceed
with the Proposed Offer, and the Company and IPC are no longer in negotiation
regarding a possible transaction.
On December 4, 2000, the Board of Directors of the Company
authorized a special committee to pursue and evaluate the strategic alternatives
available to the Company to enable it to meet its business plan. While
management believes there are strategic alternatives available to the Company,
there is no assurance that is the case, or that the alternatives will not be
dilutive to existing stockholders. The inability of the Company to obtain
additional capital could have a material adverse effect on the Company's
business, results of operations and financial condition.
Item 7. Financial Statements and Exhibits.
----------------------------------
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits. The following Exhibits are filed with this Current
Report on Form 8-K:
Exhibit No. Description
----------- -----------
99.1 Press Release dated December 5, 2000
(filed herewith)
Page 2 of 2 pages.
<PAGE>
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.
Balanced Care Corporation
Date: December 5, 2000 By: /s/ Clint T. Fegan
------------------------------
Clint T. Fegan
Chief Financial Officer
Page 3 of 3 pages.
<PAGE>
EXHIBIT INDEX
--------------
Exhibit No. Description
----------- -----------
99.1 Press Release dated December 5, 2000 (filed herewith)
Page 4 of 4 pages.
