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) July 21, 2000
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AMERIPATH, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-22313 65-0642485
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(Commission File Number) (IRS Employer Identification No.)
7289 Garden Road
Suite 200
Riviera Beach, Florida 33404
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code (561) 845-1850
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events
AMENDMENT TO CREDIT FACILITY; IMPAIRMENT OF INTANGIBLE ASSETS
In the Company's 1999 annual report on Form 10-K and its Form 10-Q for
the first quarter of 2000, the Company disclosed the possible impairment of the
intangible assets attributable to an acquired practice in Cleveland, Ohio. On
June 8, 2000, the Company announced that it anticipated recording a pre-tax
noncash charge of approximately $4.7 million, and related cash charges of
approximately $540,000, in connection with the impairment of these intangible
assets in the second quarter of 2000. The Company had provided services at four
hospitals and an ambulatory care facility owned by Primary Health Systems
("PHS"), a regional hospital network in Cleveland, Ohio. During the first
quarter of 2000, PHS began implementing a plan of reorganization filed under
Chapter 11 with the U.S. Bankruptcy Court for the District of Delaware, and
closed one hospital. During the second quarter, the bankruptcy court approved
the sale of two hospitals and the ambulatory care facility to local purchasers
in the Cleveland area. The Company's contracts with these two hospitals and the
ambulatory care facility were not accepted by the purchasers, who have elected
to employ their own pathologists. One hospital has not been sold and continues
to do business with the Company. These charges resulted in a reduction of net
income for the second quarter of $3.9 million, or $.18 per share.
On July 20, 2000 Ameripath, Inc, (the "Company"), announced that it has
amended its up to $300 million credit facility with the syndicate of banks led
by Fleet National Bank. The amendment allows for the Company's current
compliance with the credit facility by excluding charges totaling approximately
$5.2 million from the calculation of the Company's consolidated operating cash
flow covenant through March 31, 2001. These charges related to an impairment of
assets and related charges at an acquired practice in Cleveland, Ohio, as
described above. The amendment to the Company's Credit Facility was obtained to
cure a potential default that otherwise would have likely occurred under the
operating cash flow covenant of the credit facility as a result of the asset
impairment charge. In addition, the amendment increases the Company's operating
cash flow requirements under the facility for the trailing twelve months ending
December 31, 2002 and thereafter; requires that a minimum of 10% of the purchase
price of future acquisitions greater than $5 million be in the form of the
Company's capital stock; and allows for an investment of up to $3 million in
Genomics Collaborative, Inc. The amendment is not expected to have an adverse
effect on the Company's operations or strategies.
This description is not complete and is qualified in its entirety by
reference to the Amended And Restated Credit Agreement Amendment No. 1, dated as
of July 21, 2000 attached as Exhibit 10.44 and the Press Releases attached as
Exhibits 99.1 and 99.2 hereto, which Exhibits are incorporated herein by
reference.
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Item 7. Financial Statements, Pro Forma Financials and Exhibits
(c) Exhibits
Exhibit
Number Description
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10.44 Amended And Restated Credit Agreement, Amendment No. 1, dated
as of July 21, 2000, among AmeriPath, Inc., certain of its
Subsidiaries, Fleet National Bank (f/k/a BankBoston, N.A.),
and certain other lenders
99.1 Press release, dated July 20, 2000, announcing that the
Company has amended its up to $300 million credit facility
with the syndicate of banks led by Fleet National Bank.
99.2 Press release, dated June 8, 2000, announcing the anticipated
recording of a $4.7 million non-cash pre-tax charge and
$540,000 cash charge in connection with the impairment of
intangible assets at an acquired practice in Cleveland, Ohio.
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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.
AMERIPATH, INC.
Dated: August 2, 2000 By:/s/ Robert P. Wynn
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Robert P. Wynn
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Description
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10.44 Amended And Restated Credit Agreement, Amendment No. 1, dated
as of July 21, 2000, among AmeriPath, Inc., certain of its
Subsidiaries, Fleet National Bank (f/k/a BankBoston, N.A.),
and certain other lenders
99.1 Press release, dated July 20, 2000, announcing that the
Company has amended its up to $300 million credit facility
with the syndicate of banks led by Fleet National Bank.
99.2 Press release, dated June 8, 2000, announcing the anticipated
recording of a $4.7 million non-cash pre-tax charge and
$540,000 cash charge in connection with the impairment of
intangible assets at an acquired practice in Cleveland, Ohio.
