<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from ______________ to __________________
Commission File Number 001-12621
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
GRANCARE, INC. 401(k) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
GRANCARE, INC.
One Ravinia Drive, Suite 1500
Atlanta, Georgia 30346
<PAGE>
Items 1-3 not applicable under ERISA Filing.
Item 4. Financial Statements and Exhibits.
Page No.
Reports of Independent Auditors 1
Consents of Independent Auditors 4
Financial Statement Index 7
Supplemental Schedules Furnished Pursuant to Department
of Labor's Rules and Regulations
Item 27a - Schedule of Assets Held for Investment Purposes
Item 27d - Schedule of Reportable Transactions
All other schedules are omitted because they are not applicable
<PAGE>
Report of Independent Auditors
The Board of Directors
GranCare, Inc. 401(k) Savings Plan
We have audited the accompanying statement of net assets available for benefits
of GranCare, Inc. 401(k) Savings Plan (the "Plan") as of December 31, 1996 and
the related statement of changes in net assets available for benefits with
supplemental fund information for the year then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1996 and the changes in net assets available for benefits for the
year then ended in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
listed in the Table of Contents are presented for the purpose of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statement of changes in net
assets available for benefits is presented for purposes of additional analysis
rather than to present the changes in net assets available for benefits of each
<PAGE>
fund. The supplemental schedules and fund information have been subjected to
the auditing procedures applied in the audit of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
ERNST & YOUNG LLP
Atlanta, Georgia
June 10, 1997
<PAGE>
Report of Independent Auditors
Board of Directors
GranCare, Inc. 401(k) Savings Plan
We have audited the accompanying statement of net assets available for benefits
of GranCare, Inc. 401(k) Savings Plan (the "Plan") as of December 31, 1995 and
the related statement of changes in net assets available for benefits with
supplemental fund information for the year then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1995, and the changes in net assets available for benefits for the
year then ended in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information by fund is
presented for the purpose of additional analysis of the basic financial
statements rather than to present information regarding net assets available for
benefits and changes in net assets available for benefits of the individual
funds, and is not a required part of the basic financial statements. The
supplemental information by fund is the responsibility of the Plan's management.
Such supplemental information by fund has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects when considered in relation
to the basic 1995 financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
June 14, 1996
<PAGE>
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-21371) pertaining to the GranCare, Inc. 401(k) Savings Plan of
New GranCare, Inc. of our report dated June 10, 1997, with respect to the
financial statements and schedules of the GranCare, Inc. 401(k) Savings Plan
included in this Annual Report (Form 11-K) for the year ended December 31, 1996.
ERNST & YOUNG LLP
Atlanta, Georgia
June 26, 1997
<PAGE>
Independent Auditors' Consent
We consent to the incorporation by reference in Registration Statement No. 333-
21371 of New GranCare, Inc. on Form S-8 of our report dated June 14, 1996
appearing in this Annual Report on Form 11-K of the GranCare, Inc. 401(k)
Savings Plan for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
June 26, 1997
<PAGE>
Signature
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed by the undersigned "hereunto duly authorized."
GRANCARE, INC. 401(K) SAVINGS PLAN
By: /s/ Mark Rubenstein
________________________________
Mark Rubenstein, Plan Administrator
Date: June 27, 1997
<PAGE>
GranCare, Inc. 401(k) Savings Plan
Audited Financial Statements
and Supplemental Schedules
Years ended December 31, 1996 and 1995
CONTENTS
Audited Financial Statements
Statements of Net Assets Available for Benefits............. 1
Statements of Changes in Net Assets Available for Benefits
with Supplemental Fund Information......................... 2
Notes to Financial Statements............................... 4
Supplemental Schedules
Item 27a - Schedule of Assets Held for Investment Purposes.. 12
Item 27d - Schedule of Reportable Transactions.............. 13
<PAGE>
GranCare, Inc. 401(k) Savings Plan
Statements of Net Assets Available For Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1996 1995
-----------------------------
<S> <C> <C>
ASSETS
Investments - at fair value (Note 4):
Money Market Fund $ 6,153,034 $ 4,508,824
Income Fund of America 8,148,471 5,131,557
Investment Company of America 10,694,266 6,329,845
Company Stock Fund 2,285,665 1,286,181
Loan Fund 22,810 33,206
-----------------------------
27,304,246 17,289,613
Contributions receivable:
Participants 255,833 375,000
Company 2,340,467 1,577,744
-----------------------------
2,596,300 1,952,744
Interest and dividends receivable 1,402 145,428
-----------------------------
Net assets available for benefits $29,901,948 $19,387,785
=============================
</TABLE>
See accompanying notes.
1
<PAGE>
GranCare, Inc. 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits
with Supplemental Fund Information
Year ended December 31, 1996
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
--------------------------------------------------------------------------------------
INVESTMENT MONEY COMPANY STOCK
INCOME FUND OF COMPANY OF MARKET FUND
AMERICA AMERICA FUND GRANCARE, INC. LOAN FUND TOTAL
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $1,999,482 $ 2,737,442 $ 1,341,715 $ 850,502 $ -- $ 6,929,141
Company 254,335 346,707 281,405 103,096 -- 985,543
Interest 6,521 8,496 2,277,214 3,626 -- 2,295,857
Dividends 705,525 575,256 -- -- -- 1,280,781
Net appreciation in fair value of
investments (Note 4) 223,408 839,983 -- 313,232 -- 1,376,623
Other -- -- (5,820) 5,893 -- 73
--------------------------------------------------------------------------------------
Total additions 3,189,271 4,507,884 3,894,514 1,276,349 -- 12,868,018
Deductions from net assets attributed to:
Benefits paid to participants 842,620 918,566 385,300 207,369 -- 2,353,855
Loan payments -- -- (10,396) -- 10,396 --
--------------------------------------------------------------------------------------
Total deductions 842,620 918,566 374,904 207,369 10,396 2,353,855
--------------------------------------------------------------------------------------
Net increase (decrease) prior to
interfund transfers 2,346,651 3,589,318 3,519,610 1,068,980 (10,396) 10,514,163
Interfund transfers in (out) 571,318 796,230 (1,286,890) (80,658) -- --
--------------------------------------------------------------------------------------
Increase (decrease) in net assets
available of benefits 2,917,969 4,385,548 2,232,720 988,322 (10,396) 10,514,163
Net assets available for benefits
- - beginning of year 5,449,645 6,506,531 6,048,955 1,349,448 33,206 19,387,785
--------------------------------------------------------------------------------------
Net assets available for benefits
- - end of year $8,367,614 $10,892,079 $ 8,281,675 $2,337,770 $ 22,810 $29,901,948
======================================================================================
</TABLE>
2
<PAGE>
GranCare, Inc. 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits with Supplemental Fund
Information (continued)
Year ended December 31, 1995
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
------------------------------------------------------------------------------
INVESTMENT MONEY COMPANY STOCK
INCOME FUND OF COMPANY OF MARKET FUND-
OF AMERICA AMERICA FUND GRANCARE, INC. LOAN FUND TOTAL
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Participants $1,040,313 $1,446,712 $ 757,143 $ 540,986 $ -- $ 3,785,154
Company 182,806 150,650 1,620,308 58,757 2,012,521
Interest 3,651 4,335 214,283 3,492 -- 225,761
Dividends 263,067 341,326 -- -- -- 604,393
Net appreciation (depreciation) in
fair value of investments (Note 4) 644,258 737,760 (205,908) -- 1,176,110
Transfers from other plans (Note 3) 734,588 793,712 951,418 88,998 -- 2,568,716
Other -- -- (20,434) (7,503) -- (27,937)
---------------------------------------------------------------------------------
Total additions 2,868,683 3,474,495 3,522,718 478,822 -- 10,344,718
Deductions from net assets attributed to:
Benefits paid to participants 473,012 607,043 856,777 169,582 -- 2,106,414
Loan payments -- -- (37,977) 37,977
--------------------------------------------------------------------------------
Total deductions 473,012 607,043 818,800 169,582 37,977 2,106,414
--------------------------------------------------------------------------------
Net increase (decrease) prior to interfund
transfers 2,395,671 2,867,452 2,703,918 309,240 (37,977) 8,238,304
Interfund transfers in (out) 310,094 599,317 (1,020,883) 111,472 -- --
--------------------------------------------------------------------------------
Increase (decrease) in net assets
available of benefits 2,705,765 3,466,769 1,683,035 420,712 (37,977) 8,238,304
Net assets available for benefits--
beginning of year 2,743,880 3,039,762 4,365,920 928,736 71,183 11,149,481
--------------------------------------------------------------------------------
Net assets available for benefits--end of year $5,449,645 $6,506,531 $ 6,048,955 $1,349,448 $ 33,206 $19,387,785
=================================================================================
</TABLE>
See accompanying notes.
3
<PAGE>
GranCare, Inc. 401(k) Savings Plan
Notes to Financial Statements
December 31, 1996
1. PLAN DESCRIPTION
The following description of GranCare, Inc. 401(k) Savings Plan (the "Plan")
provides only general information. Participants should refer to the "GranCare
Savings Plan Summary Plan Description", copies of which are available from the
Plan Administrator, for a more complete description of the Plan's provisions.
GENERAL
The Plan is a defined contribution 401(k) plan for eligible employees of
GranCare, Inc. and subsidiaries ("GranCare" or the "Company"). Employees become
eligible to participate in the 401(k) component of the Plan upon completion of
one year of service and at least 1,000 hours of service. Employees must be age
21 or older to participate in the Plan. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 ("ERISA").
CONTRIBUTIONS
An eligible employee of GranCare may authorize pre-tax payroll deductions for
the purposes of the Plan of amounts up to 15% of eligible compensation or the
Internal Revenue Service maximum (adjusted annually for the cost of living),
whichever is less. GranCare contributes, on a quarterly basis, an amount equal
to 25% of the first 4% of each participant's contribution to the Plan. To
receive the Company matching contributions, the participant must be employed on
the last day of each calendar quarter.
In addition to the contributions to the 401(k) portion of the Plan, discussed in
the previous paragraph, the Company also makes a profit sharing contribution
annually. Employees do not need to participate in the 401(k) component of the
Plan to receive a profit sharing contribution. The annual contribution is equal
to 2% of total compensation and 2% of pay earned over one-half of the Social
Security wage base. To receive the Company profit sharing contribution, the
employee must be employed on the last day of the Plan year and have completed
two years of employment and worked at least 1,000 hours per year.
4
<PAGE>
GranCare, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
1. PLAN DESCRIPTION (CONTINUED)
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution, the
Company's contribution and an allocation of Plan earnings based on the
participant's account balance.
VESTING
Participants have a nonforfeitable interest at all times in the value of their
individual account. Company contributions immediately vest when contributed to
the participants' individual accounts.
INVESTMENT OPTIONS
The Plan provides four investment options to participants. Upon enrollment in
the Plan, a participant may direct employer and employee contributions to be
invested 100% in any one, or in multiples of 1 %, in any of the following:
Company Stock Fund (GranCare, Inc. common stock), two available stock mutual
funds of equity securities (Income Fund of America and Investment Company of
America, referred to as pooled equity funds), and a Money Market Fund.
Participants may change their investment elections more than once each plan
year; however, any requested change is effective at the beginning of the next
quarter. The Plan's investments are held and transactions are executed by the
Trustee.
PAYMENT OF BENEFITS
On termination of service, a participant may receive a lump-sum amount equal to
the vested value on his or her account, or upon death, disability, or retirement
elect to receive annual installments over a ten year period. The participant's
contributions may also be withdrawn for certain hardship situations.
5
<PAGE>
GranCare, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
1. PLAN DESCRIPTION (CONTINUED)
LOANS
The Plan document does not provide for loans to participants. However, the Plan
accepted the loans on the accompanying statements of net assets available for
benefits, in connection with a merger of another plan. The loans bear interest
at 10%. They are secured by the account balances of the participant and are
generally payable over five years.
ADMINISTRATIVE EXPENSES
Administrative expenses are paid by GranCare.
2. SUMMARY OF ACCOUNTING POLICIES
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments in the GranCare, Inc. Company Stock Fund and pooled
equity funds are stated at fair value as reported by United Missouri Bank, N.A.
(the "Trustee") and are based on quoted market prices on the last day of the
plan year.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the ex-
dividend date.
USE OF ESTIMATES
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
6
<PAGE>
GranCare, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
3. TRANSFERS FROM OTHER PLANS
Effective July 1, 1995, the Automated Pharmaceutical Service 401(k) Retirement
Savings Plan and the Compudose Pharmacies 401(k) Retirement Savings Plan were
merged with the Plan and their assets and participants' account balances were
transferred to the Plan.
4. INVESTMENTS
The Plan's investments are held by a bank administered trust fund and are
presented in the following table. Investments that represent 5% or more of the
Plan's net assets are separately identified:
<TABLE>
<CAPTION>
1996 1995
-------------------------------------------------------------------
NUMBER OF FAIR NUMBER OF FAIR
SHARES/UNITS VALUE SHARES/UNITS VALUE
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
Money Market Fund $ 6,153,034 $4,508,824
Income Fund of America:
Income Fund of America 493,114 8,146,250 298,589 4,738,610
Money Market Fund 2,221 392,947
----------- ----------
8,148,471 5,131,557
Investment Company of
America:
Investment Company of
America 441,255 10,691,617 268,786 5,808,457
Money Market Fund 2,649 521,388
----------- ----------
10,694,266 6,329,845
Company Stock Fund:
GranCare, Inc. Stock 110,266 1,971,004 77,654 1,125,983
Money Market Fund 314,661 160,198
----------- ----------
2,285,665 1,286,181
</TABLE>
7
<PAGE>
GranCare, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
4. INVESTMENTS (CONTINUED)
During 1996 and 1995, the Plan's investments (including investments bought,
sold, and held during the year) appreciated (depreciated) in value by $1,376,623
and $1,176,110, respectively, as follows:
<TABLE>
<CAPTION>
1996 1995
-----------------------------------
<S> <C> <C>
Investments at fair value as determined
by quoted market price:
Income Fund of America $ 223,408 $ 644,258
Investment Company of America 839,983 737,760
Company Stock Fund 313,232 (205,908)
-----------------------------------
Net change in fair value $1,376,623 $1,176,110
===================================
</TABLE>
Transactions in the common stock of GranCare for the years ended December 31,
1996 and 1995 were as follows:
<TABLE>
<CAPTION>
1996 1995
---------------------------------------------------
Shares Amount Shares Amount
---------------------------------------------------
<S> <C> <C> <C> <C>
Aggregate purchases 44,071 $734,223 39,110 $641,273
Aggregate sales and distributions
to participants 10,863 282,057 9,358 169,202
respectively, as follows:
</TABLE>
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA.
8
<PAGE>
GranCare, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
6. DIFFERENCE BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to Form 5500:
<TABLE>
<CAPTION>
December 31,
1996
-------------
<S> <C>
Net assets available for benefits per the financial
statements $29,901,948
Amounts allocated to withdrawn participants (1,647,287)
-------------
Net assets available for benefits per the Form 5500 $28,254,661
=============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year ended
December 31, 1996
-----------------
<S> <C>
Benefits paid to participants per the financial
statements $2,353,855
Add: Amounts allocated on Form 5500 to withdrawn
participants at December 31, 1996 1,647,287
----------
Benefits paid to participants per the Form 5500 $4,001,142
==========
</TABLE>
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to year-
end but not yet paid. Amounts allocated to withdrawn participants do not
include hardship withdrawals as these amounts are paid when requested.
Benefits payable to participants at December 31, 1995 was $497,894.
9
<PAGE>
GranCare, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
7. RELATED PARTY TRANSACTIONS
One of the investment vehicles available to employees, the Company Stock Fund,
contains the stock of GranCare, the Plan Sponsor. The cost, market value, and
number of shares held by the Plan as well as net depreciation is more fully
described in Note 4.
Participant contributions which have been allocated to the Income Fund of
America, the Investment Company of America, and the Company Stock Fund are
temporarily invested in the Plan Trustee's Money Market Fund until such time as
shares of those investment vehicles can be purchased.
8. INCOME TAX STATUS
The Internal Revenue Service ruled on September 11, 1995 that the Plan qualifies
under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the
related trust is not subject to tax under present income tax law. Once
qualified, the Plan is required to operate in conformity with the IRC to
maintain its qualification. The Plan Administrator is not aware of any course
of action or series of events that have occurred that might adversely affect the
Plan's qualified status.
9. SUBSEQUENT EVENT
GranCare entered into an Amended and Restated Agreement and Plan of Merger with
Vitalink Pharmacy Services, Inc. ("Vitalink") as of September 3, 1996. The form
of the transactions were: (1) GranCare's skilled nursing facilities, along with
its contract management and home health businesses were reorganized into New
GranCare, Inc. ("New GranCare") and all of the shares of New GranCare
distributed to the GranCare shareholders in a tax-free spin off (the
"Distribution"); (2) GranCare (then consisting solely of the institutional
pharmacy and related business known as TeamCare) merged into and was acquired by
Vitalink through a tax-free exchange of shares of common stock of Vitalink for
shares of common stock of GranCare; and (3) New GranCare became a public company
upon consummation of the Distribution. These transactions were approved by the
GranCare shareholders on February 8, 1997 and the transactions closed on
February 12, 1997.
10
<PAGE>
GranCare, Inc. 401(k) Savings Plan
Notes to Financial Statements (continued)
9. SUBSEQUENT EVENT (CONTINUED)
As a result of these transactions, the Company Stock Fund holds shares of common
stock of New GranCare, the new plan sponsor and of Vitalink, a related party.
The Plan intends to sell the Vitalink common stock and will reinvest the
proceeds in either New GranCare common stock or other available Plan funds.
11
<PAGE>
GranCare, inc. 401(k) Savings Plan
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT CURRENT
IDENTITY OF ISSUE OR BORROWER COST VALUE
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
* United Missouri Bank, N.A. Money Market Fund $ 6,153,034 $ 6,153,034
Income Fund of America Pooled Equity Funds,
493,114 units 7,536,167 8,146,250
* United Missouri Bank, N.A. Money Market Funds 2,221 2,221
Investment Company of America Pooled Equity Funds,
441,255 units 9,421,643 10,691,617
* United Missouri Bank, N.A. Money Market Funds 2,649 2,649
* GranCare, Inc. Common Stock Fund GranCare, Inc. Common Stock,
110,266 shares 1,823,710 1,971,004
* United Missouri Bank, N.A. Money Market Funds 314,661 314,661
* Loans to Participants - 22,810
-------------------------------
$25,254,085 $27,304,246
===============================
</TABLE>
* Represents party-in-interest to the Plan.
12
<PAGE>
GranCare, Inc. 401(k) Savings Plan
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1996
<TABLE>
<CAPTION>
CURRENT VALUE ON
PURCHASE SELLING COST OF TRANSACTION NET GAIN
IDENTITY OF PARTY DESCRIPTION OF ASSET PRICE PRICE ASSET DATE (LOSS)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CATEGORY (i) - SINGLE TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS.
United Missouri Bank:*
Money Market Fund Money Market $ 1,509,651 $ -- $ 1,509,651 $ 1,509,651 $ --
Category (iii) - SERIES OF SECURITIES TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS.
United Missouri Bank:*
Money Market Fund Money Market 15,688,760 -- 15,688,760 15,688,760 --
Money Market Fund Money Market -- 14,137,740 14,137,740 14,137,740 --
Income Fund of America Pooled Equity Fund 3,728,602 -- 3,728,602 3,728,602 --
Income Fund of America Pooled Equity Fund -- 544,370 492,492 544,370 51,878
Investment Company of America Pooled Equity Fund 4,678,785 -- 4,678,785 4,678,785 --
Investment Company of America Pooled Equity Fund -- 635,609 545,353 635,609 90,256
GranCare, Inc. Company Stock Fund* GranCare, Inc. Common
Stock 734,223 -- 734,223 734,223 --
GranCare, Inc. Company Stock Fund* GranCare, Inc. Common
Stock -- 199,448 282,057 199,448 (82,609)
</TABLE>
THERE WERE NO CATEGORY (ii) OR (iv) REPORTABLE TRANSACTIONS DURING THE YEAR
ENDED DECEMBER 31, 1996.
* Represents party-in-interest to the Plan.
13
