<PAGE>
<PAGE>
_______________________________________________________________________________
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
(Mark One)
___
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
OR
___
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 1-6639
CHARTER MEDICAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 58-1076937
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
577 Mulberry Street, Macon, Georgia 31298
(Address of principal executive offices)
(Zip Code)
(912) 742-1161
(Registrant's telephone number, including area code)
See Table of Additional Registrants below.
___________
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
___________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes X No
The number of shares of the Registrant's Common Stock outstanding as of
July 29, 1994, was 26,891,431.
_______________________________________________________________________________
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<CAPTION>
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
<S> <C> <C> <C>
Ambulatory Resources, Inc. Georgia 58-1456102 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Atlanta MOB, Inc. Georgia 58-1558215 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Beltway Community Hospital, Texas 58-1324281 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
C.A.C.O. Services, Inc. Ohio 58-1751511 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
CCM, Inc. Nevada 58-1662418 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
CMCI, Inc. Nevada 88-0224620 1061 East Flamingo Road
Suite One
Las Vegas, NV 89119
(702) 737-0282
CMFC, Inc. Nevada 88-0215629 1061 East Flamingo Road
Suite One
Las Vegas, NV 89119
(702) 737-0282
CMSF, Inc. Florida 58-1324269 3550 Colonial Boulevard
Fort Myers, FL 33912
(813) 939-0403
CPS Associates, Inc. Virginia 58-1761039 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Alvarado Behavioral California 58-1394959 7050 Parkway Drive
Health System, Inc. La Mesa, CA 91942-2352
(619) 465-4411
Charter Appalachian Hall North Carolina 58-2097827 60 Caledonia Road
Behavioral Health System, Inc. Asheville, NC 28803
(704) 253-3681
-i-
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<TABLE>
<CAPTION>
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
<S> <C> <C> <C>
Charter Augusta Behavioral Georgia 58-1615676 3100 Perimeter Parkway
Health System, Inc. Augusta, GA 30909
(404) 868-6625
Charter Arbor Indy Indiana 35-1916340 577 Mulberry Street
Behavioral Health System, Inc. Macon, GA 31298
(912) 742-1161
Charter Bay Harbor Behavioral Florida 58-1640244 577 Mulberry Street
Health System, Inc. Macon, Georgia 31298
(912) 742-1161
Charter Beacon Behavioral Indiana 58-1524996 1720 Beacon Street
Health System, Inc. Fort Wayne, IN 46805
(219) 423-3651
Charter Behavioral Health System New Jersey 58-2097832 19 Prospect Street
at Fair Oaks, Inc. Summit, NJ 07901
(908) 277-9102
Charter Behavioral Health System Maryland 52-1866212 522 Thomas Run Road
at Hidden Brook, Inc. Bel Air, MD 21014
(410) 879-1919
Charter Behavioral Health System California 33-0606642 577 Mulberry Street
at Los Altos, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System Maryland 52-1866221 14901 Broschart Road
at Potomac Ridge, Inc. Rockville, MD 20850
(301) 251-4500
Charter Behavioral Health System Maryland 52-1866214 3680 Warwick Road, Route 1
at Warwick Manor, Inc. East New Market, MD 21631
(410) 943-8108
Charter Behavioral Health System Georgia 58-1513304 240 Mitchell Bridge Road
of Athens, Inc. Athens, GA 30606
(404) 546-7277
Charter Behavioral Health System Texas 58-1440665 8402 Cross Park Drive
of Austin, Inc. Austin, TX 78754
(512) 837-1800
Charter Behavioral Health System Texas 76-0430571 709 Medical Center Boulevard
of Baywood, Inc. Webster, TX 77598
(713) 332-9550
-ii-
</TABLE>
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<TABLE>
<CAPTION>
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
<S> <C> <C> <C>
Charter Behavioral Health System Florida 58-1527678 1324 37th Avenue, E.
of Bradenton, Inc. Bradenton, FL 34208
(813) 746-1388
Charter Behavioral Health System California 95-4470774 577 Mulberry Street
of Canoga Park, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System Georgia 58-1408670 3500 Riverside Drive
of Central Georgia, Inc. Macon, GA 31210
(912) 474-6200
Charter Behavioral Health System South Carolina 58-1761157 2777 Speissegger Drive
of Charleston, Inc. Charleston, SC 29405-8299
(803) 747-5830
Charter Behavioral Health System Virginia 58-1616917 2101 Arlington Boulevard
of Charlottesville, Inc. Charlottesville, VA
22903-1593
(804) 977-1120
Charter Behavioral Health System Illinois 58-1315760 4700 North Clarendon Avenue
of Chicago, Inc. Chicago, IL 60640
(312) 728-7100
Charter Behavioral Health System California 58-1473063 577 Mulberry Street
of Chula Vista, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System Missouri 61-1009977 200 Portland Street
of Columbia, Inc. Columbia, MO 65201
(314) 876-8000
Charter Behavioral Health System Texas 58-1513305 3126 Rodd Field Road
of Corpus Christi, Inc. Corpus Christi, TX 78414
(512) 993-8893
Charter Behavioral Health System Texas 58-1513306 6800 Preston Road
of Dallas, Inc. Plano, TX 75024
(214) 964-3939
Charter Behavioral Health System Indiana 35-1916338 7200 East Indiana
of Evansville, Inc. Evansville, IN 47715
(812) 476-7200
Charter Behavioral Health System Texas 58-1643151 6201 Overton Ridge Blvd.
of Fort Worth, Inc. Fort Worth, TX 76132
(817) 292-6844
-iii-
</TABLE>
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<TABLE>
<CAPTION>
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
<S> <C> <C> <C>
Charter Behavioral Health System Mississippi 58-1616919 East Lakeland Drive
of Jackson, Inc. Jackson, MS 39208
(601) 939-9030
Charter Behavioral Health System Florida 58-1483015 3947 Salisbury Road
of Jacksonville, Inc. Jacksonville, FL 32216
(904) 296-2447
Charter Behavioral Health System Indiana 35-1916342 577 Mulberry Street
of Jefferson, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System Kansas 58-1603154 8000 West 127th Street
of Kansas City, Inc. Overland Park, KS 66213
(913) 897-4999
Charter Behavioral Health System Louisiana 72-0686492 310 Youngsville Highway
of Lafayettte, Inc. Lafayette, LA 70508
(317) 448-6999
Charter Behavioral Health System Louisiana 62-1152811 4250 Fifth Avenue, South
of Lake Charles, Inc. Lake Charles, LA 70605
(318) 474-6133
Charter Behavioral Health System California 33-0606647 577 Mulberry Street
of Lakewood, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System Indiana 35-1916343 3714 S. Franklin Street
of Michigan City, Inc. Michigan City, IN 46360
(219) 872-0531
Charter Behavioral Health System Alabama 58-1569921 5800 Southland Drive
of Mobile, Inc. Mobile, AL 36609
(205) 661-3001
Charter Behavioral Health System New Hampshire 02-0470752 29 Northwest Boulevard
of Nashua, Inc. Nashua, NH 03063
(603) 886-5000
Charter Behavioral Health System Nevada 58-1321317 7000 West Spring Mountain
of Nevada, Inc. Road
Las Vegas, NV 89117
(702) 876-4357
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<TABLE>
<CAPTION>
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
<S> <C> <C> <C>
Charter Behavioral Health System New Mexico 58-1479480 5901 Zuni Road, SE
of New Mexico, Inc. Albuquerque, NM 87108
(505) 265-8800
Charter Behavioral Health System California 58-1857277 101 Cirby Hills Drive
of Northern California, Inc. Roseville, CA 95678
(916) 969-4666
Charter Behavioral Health System Arkansas 58-1449455 4253 Crossover Road
of Northwest Arkansas, Inc. Fayetteville, AR 72703
(501) 521-5731
Charter Behavioral Health System Indiana 58-1603160 101 West 61st Avenue
of Northwest Indiana, Inc. State Road 51
Hobart, IN 46342
(219) 947-4464
Charter Behavioral Health System Kentucky 61-1006115 435 Berger Road
of Paducah, Inc. Paducah, KY 42002-7609
(502) 444-0444
Charter Behavioral Health System Illinois 36-3946945 577 Mulberry Street
of Rockford, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System California 58-1747020 455 Silicon Valley Boulevard
of San Jose, Inc. San Jose, CA 95138
(912) 742-1161??????
Charter Behavioral Health System Georgia 58-1750583 1150 Cornell Avenue
of Savannah, Inc. Savannah, GA 31406
(912) 354-3911
Charter Behavioral Health System California 58-1366605 577 Mulberry Street
of Southern California, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System Florida 58-1616916 4004 North Riverside Drive
of Tampa Bay, Inc. Tampa, FL 33603
(813) 238-8671
Charter Behavioral Health System Arkansas 71-0752815 801 Arkansas Boulevard
of Texarkana, Inc. Texarkana, AR 75502
(501) 773-3131
Charter Behavioral Health System California 95-2685883 2055 Kellogg Drive
of the Inland Empire, Inc. Corona, CA 91719
(714) 735-2910
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<TABLE>
<CAPTION>
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
<S> <C> <C> <C>
Charter Behavioral Health System Ohio 58-1731068 1725 Timberline Road
of Toledo, Inc. Maumee, Ohio 43537
(419) 891-9333
Charter Behavioral Health System Arizona 86-0757462 7220 E. Rosewood Street
of Tucson, Inc. Tucson, AZ 85710
(602) 296-2828
Charter Behavioral Health System North Carolina 56-1050502 3637 Old Vineyard Road
of Winston-Salem, Inc. Winston-Salem, NC 27104
(919) 768-7710
Charter Behavioral Health System Virginia 54-1703071 577 Mulberry Street
of Virginia Beach, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health System California 33-0606644 1100 S. Akers
of Visalia, Inc. Visalia, CA 93277
(209) 627-3301
Charter Behavioral Health System Minnesota 41-1775626 109 North Shore Drive
of Waverly, Inc. Waverly, MN 55390
(612) 658-4811
Charter Behavioral Health System California 33-0606646 577 Mulberry Street
of Yorba Linda, Inc. Macon, GA 31298
(912) 742-1161
Charter Behavioral Health Georgia 58-1900736 577 Mulberry Street
Systems of Atlanta, Inc. Macon, GA 31298
(912) 742-1161
Charter Brawner Behavioral Georgia 58-0979827 577 Mulberry Street
Health System, Inc. Macon, GA 31298
(912) 742-1161
Charter By-The-Sea Georgia 58-1351301 2927 Demere Road
Behavioral Health System, Inc. St. Simons Island, GA 31522
(912) 638-1999
Charter Canyon Behavioral Health Utah 58-1557925 175 West 7200 South
System, Inc. Midvale, UT 84047
(801) 561-8181
Charter Canyon Springs California 33-0606640 69696 Ramon Road
Behavioral Health System, Inc. Cathedral City, CA 92234
(619) 321-2000
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<TABLE>
<CAPTION>
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
<S> <C> <C> <C>
Charter Centennial Peaks Colorado 58-1761037 577 Mulberry Street
Behavioral Health System, Inc. Macon, GA 31298
(912) 742-1161
Charter Colonial Institute, Virginia 58-1492652 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Community Hospital, California 58-1398708 21530 South Pioneer
Inc. Boulevard
Hawaiian Gardens, CA
90716
(310) 860-0401
Charter Community Hospital Iowa 58-1523702 577 Mulberry Steet
of Des Moines, Inc. Macon, GA 31298
(912) 742-1161
Charter Contract Services, Inc. Georgia 58-2100699 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Cove Forge Behavioral Pennsylvania 25-1730464 New Beginnings Road
Health System, Inc. Williamsburg, PA 16693
(814) 832-2121
Charter Crescent Pines Behavioral Georgia 58-1249663 577 Mulberry Street
Health System, Inc. Macon, GA 31298
(912) 742-1161
Charter Fairbridge Maryland 52-1866218 14907 Broschart Road
Behavioral Health System, Inc. Rockville, MD 20850
(301) 251-4565
Charter Fairmount Behavioral Pennsylvania 58-1616921 561 Fairthorne Avenue
Health System, Inc. Philadelphia, PA 19128
(215) 487-4000
Charter Fenwick Hall South Carolina 57-0995766 577 Mulberry Street
Behavioral Health System, Inc. Macon, GA 31298
(912) 742-1161
Charter Financial Offices, Inc. Georgia 58-1527680 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Forest Behavioral Louisiana 58-1508454 9320 Linwood Avenue
Health System, Inc. Shreveport, LA 71106
(318) 688-3930
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<TABLE>
<CAPTION>
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
<S> <C> <C> <C>
Charter Grapevine Behavioral Texas 58-1818492 2300 William D. Tate Ave.
Health System, Inc. Grapevine, TX 76051
(817) 481-1900
Charter Greensboro Behavioral North Carolina 58-1335184 700 Walter Reed Drive
Health System, Inc. Greensboro, NC 27403
(919) 852-4821
Charter Health Management Texas 58-2025056 577 Mulberry Street
of Texas, Inc. Macon, GA 31298
(912) 742-1161
Charter Hospital of Ohio 58-1598899 577 Mulberry Street
Columbus, Inc. Macon, GA 31298
(912) 742-1161
Charter Hospital of Denver, Colorado 58-1662413 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Hospital of Ft. Collins, Colorado 58-1768534 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Hospital of Laredo, Inc. Texas 58-1491620 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Hospital of Miami, Florida 61-1061599 11100 N.W. 27th Street
Inc. Miami, FL 33172
(305) 591-3230
Charter Hospital of Mobile, Alabama 58-1318870 251 Cox Street
Inc. Mobile, AL 36604
(205) 432-4111
Charter Hospital of Northern New Jersey 58-1852138 577 Mulberry Street
New Jersey, Inc. Macon, GA 31298
(912) 742-1161
Charter Hospital of Santa New Mexico 58-1584861 577 Mulberry Street
Teresa, Inc. Macon, GA 31298
(912) 742-1161
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<CAPTION>
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
<S> <C> <C> <C>
Charter Hospital of St. Louis, Missouri 58-1583760 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Hospital of Torrance, California 58-1402481 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Indianapolis Behavioral Indiana 58-1674291 5602 Caito Drive
Health System, Inc. Indianapolis, IN 46226
(317) 545-2111
Charter Lafayette Behavioral Indiana 58-1603158 3700 Rome Drive
Health System, Inc. Lafayette, IN 47905
(317) 448-6999
Charter Lakehurst New Jersey 22-3286879 440 Beckerville Road
Behavioral Health System, Inc. Lakehurst, NJ 08733
(908) 657-4800
Charter Lakeside Behavioral Tennessee 62-0892645 2911 Brunswick Road
Health System, Inc. Memphis, TN 38134
(901) 377-4700
Charter Laurel Heights Georgia 58-1558212 577 Mulberry Street
Behavioral Health System, Inc. Macon, GA 31298
(912) 742-1161
Charter Laurel Oaks Behavioral Florida 58-1483014 577 Mulberry Street
Health System, Inc. Macon, GA 31298
(912) 742-1161
Charter Linden Oaks Illinois 36-3943776 852 West Street
Behavioral Health System, Inc. Naperville, IL 60540
(708) 305-5500
Charter Little Rock Behavioral Arkansas 58-1747019 1601 Murphy Drive
Health System, Inc. Maumelle, AR 72113
(501) 851-8700
Charter Louisville Behavioral Kentucky 58-1517503 1405 Browns Lane
Health System, Inc. Louisville, KY 40207
(502) 896-0495
Charter MOB of Virginia 58-1761158 1023 Millmont Avenue
Charlottesville, Inc. Charlottesville, VA 22901
(804) 977-1120
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<CAPTION>
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
<S> <C> <C> <C>
Charter Meadows Maryland 52-1866216 730 Maryland, Route 3
Behavioral Health System, Inc. Gambrills, MD 21054
(410) 923-6022
Charter Medfield Behavioral Florida 58-1705131 577 Mulberry Street
Health System, Inc. Macon, GA 31298
(912) 742-1161
Charter Medical - California, Georgia 58-1357345 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Medical - Clayton Georgia 58-1579404 577 Mulberry Street
County, Inc. Macon, GA 31298
(912) 742-1161
Charter Medical - Cleveland, Texas 58-1448733 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Medical - Dallas, Texas 58-1379846 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Medical - Long California 58-1366604 6060 Paramount Boulevard
Beach, Inc. Long Beach, CA 90805
(310) 220-1000
Charter Medical - New York, New York 58-1761153 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Medical (Cayman Cayman Islands, BWI 58-1841857 Caledonian Bank & Trust
Islands) Swiss Bank Building
Georgetown-Grand Cayman
Cayman Islands
(809) 949-0050
Charter Medical Executive Georgia 58-1538092 577 Mulberry Street
Corporation Macon, GA 31298
(912) 742-1161
Charter Medical Information Georgia 58-1530236 577 Mulberry Street
Services, Inc. Macon, GA 31298
(912) 742-1161
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<CAPTION>
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
<S> <C> <C> <C>
Charter Medical International, Cayman Islands, BWI N/A Caledonian Bank & Trust
Inc. Swiss Bank Building
Georgetown-Grand Cayman
Cayman Islands
(809) 949-0050
Charter Medical International, Nevada 58-1605110 577 Mulberry Street
S.A., Inc. Macon, GA 31298
(912) 742-1161
Charter Medical Management Georgia 58-1195352 577 Mulberry Street
Company Macon, GA 31298
(912) 742-1161
Charter Medical of East Arizona 58-1643158 2190 N. Grace Boulevard
Valley, Inc. Chandler, AZ 85224-2195
(602) 899-8989
Charter Medical of England, Ltd. United Kingdom N/A 111 Kings Road
SW3 4PB
London, England
44-71-351-1272
Charter Medical of Florida, Inc. Florida 58-2100703 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Charter Medical of North Arizona 58-1643154 6015 W. Peoria Avenue
Phoenix, Inc. Glendale, AZ 85302
(602) 878-7878
Charter Medical of Orange Florida 58-1615673 577 Mulberry Street
County, Inc. Macon, GA 31298
(912) 742-1161
Charter Medical of Puerto Commonwealth of 58-1208667 Caso Building, Suite 1504
Rico, Inc. Puerto Rico 1225 Ponce De Leon Avenue
Santurce, P.R. 00907
(809) 723-8666
Charter Mental Health Florida 58-2100704 577 Mulberry Street
Options, Inc. Macon, GA 31298
(912) 742-1161
Charter Mid-South Behavioral Tennessee 58-1860496 577 Mulberry Street
Health System, Inc. Macon, GA 31298
(912) 742-1161
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<CAPTION>
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
<S> <C> <C> <C>
Charter Milwaukee Behavioral Wisconsin 58-1790135 11101 West Lincoln Avenue
Health System, Inc. West Allis, WI 53227
(414) 327-3000
Charter Mission Viejo Behavioral California 58-1761156 23228 Madero
Health System, Inc. Mission Viejo, CA 92691
(714) 830-4800
Charter North Behavioral Alaska 58-1474550 2530 DeBarr Road
Health System, Inc. Anchorage, AK 99508-2996
(907) 258-7575
Charter Northbrooke Wisconsin 39-1784461 577 Mulberry Street
Behavioral Health System, Inc. Macon, GA 31204
(912) 742-1161
Charter North Counseling Alaska 58-2067832 2530 DeBarr Road
Center, Inc. Anchorage, AL 99508-2996
(907) 258-7575
Charter Northridge Behavioral North Carolina 58-1463919 400 Newton Road
Health System, Inc. Raleigh, NC 27615
(919) 847-0008
Charter Northside Hospital, Georgia 58-1440656 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Oak Behavioral California 58-1334120 1161 East Covina Boulevard
Health System, Inc. Covina, CA 91724
(818) 966-1632
Charter of Alabama, Inc. Alabama 63-0649546 577 Mulberry Street
Macon, Georgia 31298
(912) 742-1161
Charter Palms Behavioral Texas 58-1416537 1421 E. Jackson Avenue
Health System, Inc. McAllen, TX 78502
(512) 631-5421
Charter Peachford Behavioral Georgia 58-1086165 2151 Peachford Road
Health System, Inc. Atlanta, GA 30338
(404) 455-3200
Charter Pines Behavioral North Carolina 58-1462214 3621 Randolph Road
Health System, Inc. Charlotte, NC 28211
(704) 365-5368
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<CAPTION>
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
<S> <C> <C> <C>
Charter Plains Behavioral Texas 58-1462211 801 N. Quaker Avenue
Health System, Inc. Lubbock, TX 79416
(806) 744-5505
Charter-Provo School, Inc. Utah 58-1647690 4501 North University Ave.
Provo, UT 84604
(801) 227-2000
Charter Psychiatric Hospitals, Delaware 58-1852072 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Charter Real Behavioral Texas 58-1485897 8550 Huebner Road
Health System, Inc. San Antonio, TX 78240
(512) 699-8585
Charter Regional Medical Texas 74-1299623 577 Mulberry Street
Center, Inc. Macon, Georgia 31298
(912) 742-1161
Charter Richmond Behavioral Virginia 58-1761160 577 Mulberry Street
Health System, Inc. Macon, GA 31298
(912) 742-1161
Charter Ridge Behavioral Kentucky 58-1393063 3050 Rio Dosa Drive
Health System, Inc. Lexington, KY 40509
(606) 269-2325
Charter Rivers Behavioral South Carolina 58-1408623 2900 Sunset Boulevard
Health System, Inc. West Columbia, SC 29169
(803) 796-9911
Charter San Diego Behavioral California 58-1669160 11878 Avenue of Industry
Health System, Inc. San Diego, CA 92128
(619) 487-3200
Charter Serenity Lodge Virginia 54-1703066 577 Mulberry Street
Behavioral Health System, Inc. Macon, GA 31204
(912) 742-1161
Charter Sioux Falls Behavioral South Dakota 58-1674278 2812 South Louise Avenue
Health System, Inc. Sioux Falls, SD 57106
(605) 361-8111
Charter South Bend Behavioral Indiana 58-1674287 6704 North Main Street
Health System, Inc. Granger, IN 46530
(219) 272-9799
-xiii-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
<S> <C> <C> <C>
Charter Springs Behavioral Florida 58-1517461 3130 S.W. 27th Avenue
Health System, Inc. Ocala, FL 32674
(904) 237-7293
Charter Springwood Virginia 58-2097829 Route 4, Box 50
Behavioral Health System, Inc. Leesburg, VA 22075
(703) 777-0800
Charter Suburban Hospital Texas 75-1161721 577 Mulberry Street
of Mesquite, Inc. Macon, GA 31298
(912) 742-1161
Charter Terre Haute Behavioral Indiana 58-1674293 1400 Crossing Boulevard
Health System, Inc. Terre Haute, IN 47802
(812) 299-4196
Charter Thousand Oaks Behavioral California 58-1731069 150 Via Merida
Health System, Inc. Thousand Oaks, CA 91361
(805) 495-3292
Charter Tidewater Virginia 54-1703069 577 Mulberry Street
Behavioral Health System, Inc. Macon, GA 31298
(912) 742-1161
Charter Treatment Center of Michigan 58-2025057 577 Mulberry Street
Michigan, Inc. Macon, GA 31298
(912) 742-1161
Charter Westbrook Behavioral Virginia 54-0858777 1500 Westbrook Avenue
Health System, Inc. Richmond, VA 23227
(804) 266-9671
Charter White Oak Maryland 52-1866223 Post Office Box 56
Behavioral Health System, Inc. 1441 Taylors Island Road
Woolford, MD 21677
(410) 228-7000
Charter Wichita Behavioral Kansas 58-1634296 8901 East Orme
Health System, Inc. Wichita, KS 67207
(316) 686-5000
Charter Woods Behavioral Alabama 58-1330526 700 Cottonwood Road
Health System, Inc. Dothan, AL 36301
(205) 794-4357
Charter Woods Hospital, Inc. Alabama 58-2102628 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
-xiv-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
<S> <C> <C> <C>
Charterton/LaGrange, Inc. Kentucky 61-0882911 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Desert Springs Hospital, Inc. Nevada 88-0117696 577 Mulberry Street
Macon, Georgia 31298
(912) 742-1161
Employee Assistance Services, Georgia 58-1501282 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Florida Health Facilities, Florida 58-1860493 21808 State Road 54
Inc. Lutz, FL 33549
(813) 948-2441
Gulf Coast EAP Services, Inc. Alabama 58-2101394 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Gwinnett Immediate Care Georgia 58-1456097 577 Mulberry Street
Center, Inc. Macon, GA 31298
(912) 742-1161
HCS, Inc. Georgia 58-1527679 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Holcomb Bridge Immediate Georgia 58-1374463 577 Mulberry Street
Care Center, Inc. Macon, GA 31298
(912) 742-1161
Hospital Investors, Inc. Georgia 58-1182191 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Mandarin Meadows, Inc. Florida 58-1761155 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Metropolitan Hospital, Inc. Georgia 58-1124268 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Middle Georgia Hospital, Inc. Georgia 58-1121715 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
-xv-
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
<S> <C> <C> <C>
NEPA - Massachusetts, Inc. Massachusetts 58-2116751 #6 Courthouse Lane
Chelmsford, MA 01863
(508) 441-2332
NEPA - New Hampshire, Inc. New Hampshire 58-2116398 29 Northwest Boulevard
Nashua, NH 03063
(603) 886-5000
Pacific-Charter Medical, Inc. California 58-1336537 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Peachford Professional Georgia 58-2100700 577 Mulberry Street
Network, Inc. Macon, GA 31298
(912) 742-1161
Rivoli, Inc. Georgia 58-1686160 577 Mulberry Street
Macon, GA 31298
(912) 742-1161
Schizophrenia Treatment and Georgia 58-1672912 209 Church Street
Rehabilitation, Inc. Decatur, GA 30030
(404) 377-1986
Shallowford Community Hospital, Georgia 58-1175951 577 Mulberry Street
Inc. Macon, GA 31298
(912) 742-1161
Sistemas De Terapia Georgia 58-1181077 577 Mulberry Street
Respiratoria, S.A., Inc. Macon, GA 31298
(912) 742-1161
Stuart Circle Hospital Virginia 54-0855184 577 Mulberry Street
Corporation Macon, GA 31298
(912) 742-1161
Western Behavioral California 58-1662416 577 Mulberry Street
Systems, Inc. Macon, GA 31298
(912) 742-1161
(1) The Additional Registrants listed are wholly-owned subsidiaries of the Registrant and are
guarantors of the Registrant's 11 1/4% Senior Subordinated Notes due 2004. The Additional
Registrants have been conditionally exempted, pursuant to Section 12(h) of the Securities
Exchange Act of 1934, from filing reports under Section 13 of the Securities Exchange Act of
1934.
-xvi-
</TABLE>
<PAGE>
<PAGE>
FORM 10-Q
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C>
PART I - Financial Information:
Condensed Consolidated Balance Sheets -
September 30, 1993 and June 30, 1994.......................... 4
Condensed Consolidated Statements of Operations -
For the Nine Months and Quarters ended June 30, 1993
and 1994...................................................... 6
Condensed Consolidated Statement of Changes in
Stockholders' Equity - For the Nine Months and Quarter
ended June 30, 1994........................................... 7
Condensed Consolidated Statements of Cash Flows -
For the Nine Months ended June 30, 1993 and 1994.............. 8
Notes to Condensed Consolidated Financial Statements........... 9
Management's Discussion and Analysis of Financial
Condition and Results of Operations........................... 14
PART II - Other Information:
Item 4. - Submission of Matters to a Vote of Security-Ho1ders.. 19
Item 6. - Exhibits and Reports on Form 8-K..................... 19
Signatures.......................................................... 23
</TABLE>
<PAGE>
<PAGE>
CHARTER MEDICAL CORPORATION
QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
PART I - FINANCIAL INFORMATION
<PAGE>
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
September 30 June 30
ASSETS 1993 1994
<S> <C> <C>
Current Assets
Cash and cash equivalents....................... $ 86,002 $ 103,547
Cash collateral account......................... 5,426 --
Accounts receivable, net........................ 119,638 173,327
Supplies........................................ 5,051 6,470
Other current assets............................ 15,798 16,411
Total Current Assets......................... 231,915 299,755
Property and Equipment
Land............................................ 95,886 97,804
Buildings and improvements...................... 310,649 378,808
Equipment....................................... 67,421 88,351
473,956 564,963
Accumulated depreciation........................ (30,098) (49,631)
443,858 515,332
Construction in progress........................ 928 3,263
444,786 518,595
Other Long-Term Assets............................ 104,284 115,177
Reorganization Value in Excess of Amounts
Allocable to Identifiable Assets, net............ 57,201 33,801
__________ __________
$ 838,186 $ 967,328
</TABLE>
<PAGE>
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except shares and per share data)
<TABLE>
<CAPTION>
September 30 June 30
LIABILITIES AND STOCKHOLDERS' EQUITY 1993 1994
<S> <C> <C>
Current Liabilities
Accounts payable.................................. $ 52,264 $ 49,730
Accrued expenses and other current liabilities.... 149,377 142,998
Current maturities of long-term debt and
capital lease obligations........................ 70,957 2,999
Total Current Liabilities.................... 272,598 195,727
Long-Term Debt and Capital Lease Obligations........ 350,205 534,232
Deferred Income Taxes............................... 38,789 33,665
Reserve for Unpaid Claims........................... 99,675 97,695
Deferred Credits and Other Long-Term Liabilities.... 19,621 20,359
Stockholders' Equity
Common Stock, par value $0.25 per share
Authorized - 80,000,000 shares
Issued and outstanding - 25,001,042 shares at
September 30, 1993 and 26,891,446 shares
at June 30, 1994............................... 6,250 6,723
Other Stockholders' Equity
Additional paid-in capital...................... 237,581 240,648
Accumulated deficit............................. (59,423) (72,672)
Unearned compensation under ESOP................ (122,724) (85,826)
Warrants outstanding............................ 274 182
Cumulative foreign currency adjustments......... (4,660) (3,405)
Stockholders' Equity.......................... 57,298 85,650
Commitments and Contingencies
__________ __________
$ 838,186 $ 967,328
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these balance sheets.
</TABLE>
<PAGE>
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
For the Quarter ended For the Nine Months ended
June 30 June 30
1993 1994 1993 1994
<S> <C> <C> <C> <C>
Net revenue...................... $231,737 $220,857 $691,287 $642,284
Costs and expenses
Salaries, supplies and
other operating expenses...... 164,047 158,199 487,414 463,788
Bad debt expense............... 16,984 16,534 51,854 48,822
Depreciation and amortization.. 6,067 6,792 19,869 20,371
Amortization of reorgani-
zation value in excess of
amounts allocable to identi-
fiable assets................. 10,675 7,800 32,175 23,400
Interest, net.................. 19,765 10,279 57,072 27,064
ESOP expense................... 8,892 12,299 26,862 36,898
Stock option expense........... 2,753 85 34,030 6,936
229,183 211,988 709,276 627,279
Income (Loss) from continuing
operations before income
taxes and extraordinary
item............................ 2,554 8,869 (17,989) 15,005
Provision for income taxes....... 5,027 6,759 5,391 15,638
Income (Loss) from continuing
operations before extraor-
dinary item..................... (2,473) 2,110 (23,380) (633)
Loss from discontinued
operations (net of income tax
provision of $3,144 and $9,267
for the quarter and nine
months, respectively)........... (2,872) -- (8,880) --
Income (Loss) before extraor-
dinary item..................... (5,345) 2,110 (32,260) (633)
Extraordinary loss on early
extinguishment of debt (net
of income tax benefit of
$8,410)......................... -- 12,616 -- 12,616
Net loss......................... $ (5,345) $(10,506) $(32,260) $(13,249)
Average number of common shares
outstanding..................... 24,874 26,805 24,853 26,225
Earnings per common share:
Income (Loss) from continuing
operations before extraor-
dinary item................... $(.10) $ .08 $ (.94) $(.02)
Loss from discontinued
operations.................... (.11) -- (.36) --
Income (Loss) before extraor-
dinary item................... (.21) .08 (1.30) (.02)
Extraordinary loss on early
extinguishment of debt........ -- (.47) -- (.48)
Net loss....................... $(.21) $(.39) $(1.30) $(.50)
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
(In thousands)
Other Stockholders' Equity
Cumulative
Additional Unearned Foreign
Common Stock Paid-in Accumulated Compensation Warrants Currency
Shares Amount Capital Deficit Under ESOP Outstanding Adjustments
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at September 30, 1993..... 25,001 $6,250 $237,581 $(59,423) $(122,724) $ 274 $(4,660)
Additions (Deductions):
Net loss........................ -- -- -- (2,743) -- -- --
ESOP expense.................... -- -- -- -- 24,599 -- --
Stock option expense accrual.... -- -- 6,851 -- -- -- --
Exercise of stock options....... 1,712 429 (13,976) -- -- -- --
Exercise of warrants............ 38 9 282 -- -- (92) --
Tax benefit related to exercise
of stock options............... -- -- 9,424 -- -- -- --
Foreign currency translation
gain........................... -- -- -- -- -- -- 28
Balance at March 31, 1994......... 26,751 $6,688 $240,162 $(62,166) $ (98,125) $ 182 $(4,632)
Additions (Deductions):
Net loss........................ -- -- -- (10,506) -- -- --
ESOP expense.................... -- -- -- -- 12,299 -- --
Stock option expense accrual.... -- -- 85 -- -- -- --
Exercise of stock options....... 140 35 401 -- -- -- --
Foreign currency translation
gain........................... -- -- -- -- -- -- 1,227
Balance at June 30, 1994.......... 26,891 $6,723 $240,648 $(72,672) $ (85,826) $ 182 $(3,405)
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of this statement.
</TABLE>
<PAGE>
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
For the Nine Months ended
June 30
1993 1994
<S> <C> <C>
Cash Flows From Operating Activities
Net loss.......................................... $(32,260) $(13,249)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Loss from discontinued operations............. 8,880 --
Depreciation and amortization................. 52,044 43,771
ESOP expense.................................. 26,862 36,898
Stock option expense.......................... 34,030 6,936
Non-cash interest expense..................... 6,301 2,005
Cash flows from changes in assets and
liabilities, net of effects from sales and
acquisitions of businesses:
Accounts receivable, net................... (1,542) (10,605)
Other assets............................... (4,779) 3,977
Accounts payable and other accrued
liabilities............................... (29,069) (9,987)
Reserve for unpaid claims.................. 2,906 (1,340)
Income taxes payable....................... 4,492 (3,236)
Other liabilities.......................... 8,069 (5,665)
Extraordinary loss on early extinguishment
of debt...................................... -- 12,616
Other......................................... (204) 3,293
Total adjustments............................ 107,990 78,663
Net cash provided by operating
activities.............................. 75,730 65,414
Cash Flows From Investing Activities
Capital expenditures.............................. (6,861) (12,976)
Acquisitions of businesses........................ -- (129,816)
(Increase) Decrease in assets restricted for
settlement of unpaid claims...................... (3,443) 8,794
Proceeds from sale of assets...................... 11,882 12,857
Cash flows from discontinued operations........... 26,842 --
Net cash provided by (used in)
investing activities.................... 28,420 (121,141)
Cash Flows From Financing Activities
Proceeds from issuance of debt.................... 17,200 381,798
Payments on debt and capital lease obligations.... (159,822) (310,464)
Proceeds from exercise of stock options and
warrants......................................... 185 1,302
Tax benefit related to the exercise of stock
options.......................................... -- 9,424
Income tax payments made on behalf of stock
optionee......................................... -- (14,214)
(Increase) Decrease in cash collateral account.... (41,324) 5,426
Net cash provided by (used in)
financing activities.................... (183,761) 73,272
Net increase (decrease) in cash and cash
equivalents........................................ (79,611) 17,545
Cash and cash equivalents at beginning of period.... 140,803 86,002
Cash and cash equivalents at end of period.......... $ 61,192 $103,547
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.
</TABLE>
<PAGE>
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1994
(Unaudited)
NOTE A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments, consisting of
normal recurring adjustments considered necessary for a fair presentation,
have been included. These financial statements should be read in conjunction
with the audited consolidated financial statements of the Company for the year
ended September 30, 1993, included in the Company's Annual Report on Form 10-K.
NOTE B - Nature of Business
The Company's business is seasonal in nature, with a reduced demand for
certain services generally occurring in the fourth fiscal quarter and around
major holidays, such as Thanksgiving and Christmas. The Company's business is
also subject to general economic conditions and other factors. Accordingly,
the results of operations for the interim periods are not necessarily
indicative of the results expected for the year.
NOTE C - Supplemental Cash Flow Information
Below is supplemental cash flow information related to the nine months
ended June 30, 1993 and 1994:
<TABLE>
<CAPTION>
For the Nine Months ended
June 30
1993 1994
(In thousands)
<S> <C> <C>
Income taxes paid, net of refunds received....... $10,345 $ 9,531
Interest paid, net of amounts capitalized........ 55,829 22,695
Payments to ESOP................................. 52,669 42,000
</TABLE>
<PAGE>
<PAGE>
NOTE D - Long-Term Debt and Leases
Information with regard to the Company's long-term debt and capital lease
obligations at September 30, 1993 and June 30, 1994 follows (in thousands):
<TABLE>
<CAPTION>
September 30 June 30
1993 1994
<S> <C> <C>
Revolving Credit Agreement due through
1999 (6.125% to 8% at June 30, 1994)........... $ -- $ 72,584
Financing under the Credit Agreement:
Tranche A Facility............................ 93,871 --
Tranche B Facility............................ 67,619 --
11.25% Senior Subordinated Notes due 2004....... -- 375,000
Debentures due 2003 (net of discount of
$43,997 at September 30, 1993)................. 156,003 --
8% to 16% Mortgage and other
collateralized notes payable through
1999........................................... 21,502 6,926
Variable rate secured notes due through
2013 (2.5% to 2.835% at June 30, 1994)......... 64,175 63,700
7.5% Swiss Bonds due currently.................. 6,443 6,443
2.5% to 12.5% Capital lease obligations
due through 2014............................... 11,965 12,893
421,578 537,546
Less amounts due within one year.............. 70,957 2,999
Less debt service funds....................... 416 315
$350,205 $534,232
</TABLE>
On May 2, 1994 the Company entered into a Second Amended and Restated
Credit Agreement with certain financial institutions for a five-year reducing,
revolving credit facility in an aggregate committed amount of $300 million
(the "Revolving Credit Agreement"). Proceeds from the Revolving Credit
Agreement were or will be used (i) to refinance certain mortgage indebtedness
of certain subsidiaries of the Company in the principal amount of
approximately $14.7 million and the loans to certain subsidiaries of the
Company outstanding under the Credit Agreement in the principal amount of
approximately $46.8 million, (ii) for continued credit enhancement of certain
currently outstanding variable rate demand notes issued by or for the benefit
of certain subsidiaries of the Company and (iii) for working capital and other
general corporate purposes, including to finance, in part, the acquisition of
certain psychiatric facilities from National Medical Enterprises, Inc. ("NME")
and to finance other permitted acquisitions and investments.
The Revolving Credit Agreement will be reduced by the amounts and on the
dates indicated below:
Amount Date
$ 25,000,000 March 31, 1996
50,000,000 March 31, 1997
50,000,000 March 31, 1998
175,000,000 March 31, 1999
<PAGE>
<PAGE>
In addition to the scheduled reductions above, the Revolving Credit
Agreement shall be reduced (i) by an amount equal to 70% (or if a default or
an event of default exists, 100%) of the net proceeds of certain asset sales,
(ii) by an amount equal to 25% (or if a default or an event of default exists,
100%) of the net proceeds of certain issuances or sales of the Company's
capital stock or other equity interests, except that no such reduction shall
be required if the Company meets specified financial ratios and no default or
event of default has occurred and is continuing, and (iii) by an amount equal
to the principal amount of permitted subordinated indebtedness subject to a
required repurchase or repurchase offer by the Company as a result of any
asset sale. All such reductions described in the foregoing clauses (i)
through (iii) shall be applied first on a pro rata basis to all scheduled
reductions of the Revolving Credit Agreement other than the last scheduled
reduction of the Revolving Credit Agreement, and thereafter to the last
scheduled reduction.
The loans outstanding under the Revolving Credit Agreement bear interest
(subject to certain potential adjustments) at a rate per annum equal to (a)
the sum of the Base Lending Rate plus 3/4%, or (b) at the option of the
Company, the sum of the maximum reserve-adjusted one, two, three or six-month
LIBOR plus 1 3/4%. The Base Lending Rate is the higher of (x) the rate
announced from time to time as Bankers Trust Company's prime lending rate, (y)
the Federal Reserve's reported weekly average dealer offering rate for
three-month certificates of deposit, adjusted for maximum reserves, plus 1/2
of 1%, and (z) the Federal Funds Rate plus 1/2 of 1%.
Also on May 2, 1994, the Company issued $375 million of 11.25% Senior
Subordinated Notes which mature on April 15, 2004 (the "Notes") and are
general unsecured obligations of the Company. Interest on the Notes is
payable semi-annually on each April 15 and October 15, commencing on
October 15, 1994. Proceeds of $181.8 million from the sale of the Notes were
used to defease, and, subsequently on June 9, 1994, to redeem the Company's
outstanding 7.5% Senior Subordinated Debentures due 2003. Certain remaining
proceeds have been or will be used, along with proceeds from the Revolving
Credit Agreement, to finance the acquisition of NME facilities discussed in
Note F. The Notes are guaranteed on an unsecured senior subordinated basis by
substantially all of the Company's existing subsidiaries and certain
subsidiaries created after the issuance of the Notes.
The Notes are not redeemable at the option of the Company prior to
April 15, 1999. Thereafter, the Notes will be subject to redemption at the
option of the Company, in whole or in part, at the redemption prices
(expressed as a percentage of the principal amount) set forth below, plus
accrued and unpaid interest thereon to the applicable redemption date, if
redeemed during the twelve-month period beginning April 15 of the years
indicated below:
Redemption
Year Prices
1999..................... 105.625%
2000..................... 103.750%
2001..................... 101.875%
2002 and thereafter...... 100.000%
<PAGE>
<PAGE>
The Revolving Credit Agreement and the indenture for the Notes contain a
number of restrictive covenants, which, among other things, limit the ability
of the Company and certain of its subsidiaries to incur other indebtedness,
engage in transactions with affiliates, incur liens, make certain restricted
payments, and enter into certain business combination and asset sale
transactions. The Revolving Credit Agreement also limits the Company's
ability to incur capital expenditures and requires the Company to maintain
certain specified financial ratios.
NOTE E - Contingencies
The Company is self-insured for a substantial portion of general and
professional liability risks. The reserves for self-insured general and
professional liability losses, including loss adjustment expenses, are based
on actuarial estimates using the Company's historical claims experience
adjusted for current industry trends. The reserve for unpaid claims is
adjusted as such claims mature, to reflect revised actuarial estimates based
on actual experience. While management and its actuaries believe that the
present reserve is reasonable, ultimate settlement of losses may vary from the
amount provided.
In addition to general and professional liability claims, the Company is
subject to other claims, suits, surveys and investigations. This includes a
federal investigation of certain business practices of a subsidiary of the
Company that operates one psychiatric hospital. In the opinion of management,
the ultimate resolution of such other pending legal proceedings will not have
a material adverse effect on the Company's financial position or results of
operations.
The Resolution Trust Corporation ("RTC"), for itself or in its capacity
as conservator or receivor for 12 financial institutions, formerly held
certain debt securities that were issued by the Company in 1988. RTC has
indicated to the Company that it believes that certain financial statements
and other disclosures made by the Company in connection with such debt
securities contained materially misleading statements or material omissions
and that such misleading statements or omissions resulted in an overvaluation
of such debt securities. The Company has agreed to a tolling of the statute
of limitations applicable to RTC's claims. Based on a review of relevant law
and the facts known to the Company, the Company believes it has a substantial
defense to a potential claim by RTC and that such claim would not have a
material adverse effect on the Company's financial position or results of
operations. No accrual has been made related to the RTC's potential claim
because the Company believes a loss related to the matter is neither probable
nor can it be reasonably estimated.
NOTE F - Acquisition
As of March 29, 1994 the Company entered into two asset sale agreements
with NME providing for the purchase of substantially all of the assets of 36
psychiatric hospitals, eight chemical-dependency treatment facilities, two
residential treatment centers and one physician outpatient practice (including
related outpatient facilities and other associated assets, the "Target
Hospitals"). The purchase price for the Target Hospitals will be
approximately $146.9 million in cash plus an additional cash amount, estimated
to be approximately $50 million, subject to adjustment, for the net working
capital of the Target Hospitals at the closing of the acquisition. The Target
<PAGE>
<PAGE>
Hospitals have an aggregate capacity of 3,496 licensed beds and are located in
20 states. During their fiscal years ended May 31, 1993 and 1994, the Target
Hospitals had, respectively, approximately 40,000 and 38,000 patient
admissions and net revenue of approximately $407.5 million and $364.6 million.
On June 30, 1994, the Company and NME closed the purchase of 27 of the
Target Hospitals for an aggregate purchase price of approximately $129.1
million, which included approximately $39.3 million, subject to adjustment,
for the net working capital of the facilities. The Company accounted for the
acquisition using the purchase method of accounting. Subject to obtaining
licensure and other regulatory approvals, the Company anticipates that it will
purchase in multiple closings, substantially all of the remaining Target
Hospitals.
No results of operations for the acquired facilities are included in the
Company's condensed consolidated statements of operations. Below is pro forma
results of operations for the nine months ended June 30, 1993 and 1994 as
though the 27 facilities had been acquired at the beginning of the respective
periods. The pro forma information does not purport to be indicative of the
results which would actually have been attained, had the acquisition been
completed on such date, or which may be attained in the future.
<TABLE>
<CAPTION>
For the
Nine Months ended
June 30
1993 1994
(in thousands)
<S> <C> <C>
Net revenue........................... $865,616 $804,096
Loss from continuing operations
before extraordinary item............ (8,164) (1,564)
Loss before extraordinary item........ (17,044) (1,564)
Net loss.............................. (17,044) (14,180)
Earnings per common share:
Loss from continuing operations
before extraordinary item............ $(.33) $(.06)
Loss before extraordinary item........ (.69) (.06)
Net loss.............................. (.69) (.54)
</TABLE>
<PAGE>
<PAGE>
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
June 30, 1994
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Acquisitions
As of March 29, 1994 the Company entered into two asset sale agreements
with National Medical Enterprises, Inc. ("NME") to purchase 46 psychiatric
hospitals and one psychiatric outpatient facility for approximately $146.9
million plus approximately $50 million, subject to adjustment, for the net
working capital of the facilities. The Company and NME closed the purchase of
27 of the facilities on June 30, 1994 for an aggregate purchase price of
approximately $129.1 million, including $39.3 million, subject to adjustment,
related to the net working capital of the facilities. No results of
operations for the acquired facilities are included in the Company's condensed
consolidated statements of operations. Included in the Company's balance
sheet as of June 30, 1994 were the following amounts related to the assets
purchased (in thousands):
Current assets $46,094
Property and equipment 90,361
Other noncurrent assets 5,491
Current liabilities 5,637
Long-term debt 4,108
Other noncurrent liabilities 5,243
On May 16, 1994, the Company purchased Schizophrenia Treatment and
Rehabilitation, Inc. ("STAR"), which is a leading developer of partial
hospitalization programs specializing in schizophrenic disorders in adults.
The Company intends to support the expansion of STAR's treatment model to
other urban centers and expand the program model for adolescent treatment.
Results of Operations
Discontinued Operations
The results of operations of the general hospitals sold on September 30,
1993 have been reported as discontinued operations in the Company's financial
statements. Included in these amounts are net interest expenses related to
debt specifically identifiable as debt of the general hospitals. For the
quarter and nine months ended June 30, 1993, the core general hospitals had
net revenue of approximately $86.9 million and $263.1 million, respectively,
and net losses of approximately $3.0 million and $9.4 million, respectively.
Hospital Operations
As of October 1, 1993, the Company removed from the Noncore Hospital
group a psychiatric hospital previously held for sale. Also, during fiscal
1993, the Company sold or closed four hospitals which were considered core
hospitals and whose operations were included in the Company's condensed
consolidated statements of operations during fiscal 1993.
<PAGE>
<PAGE>
Selected statistics for the 75 psychiatric hospitals in operation at
June 30, 1994 ("same store comparison"), by quarter for fiscal 1993 and fiscal
1994 follow:
<TABLE>
<CAPTION>
Fiscal Fiscal %
1993 1994 Change
<S> <C> <C> <C>
Licensed beds at:
December 31............................. 6,999 6,985 --
March 31................................ 7,049 6,970 (1)%
June 30................................. 7,037 6,970 (1)
September 30............................ 6,977
Net revenue (in thousands):
Quarter:
First................................. $ 212,683 $198,129 (7)
Second................................ 217,954 198,947 (9)
Third................................. 218,568 207,023 (5)
Fourth................................ 194,637
Year.................................... $ 843,842
Patient days:
Quarter:
First................................. 339,194 320,664 (5)
Second................................ 353,709 329,267 (7)
Third................................. 342,424 331,297 (3)
Fourth................................ 323,530
Year.................................... 1,358,857
Equivalent patient days:
Quarter:
First................................. 362,822 349,947 (4)
Second................................ 379,228 362,538 (4)
Third................................. 371,887 368,554 (1)
Fourth................................ 351,431
Year.................................... 1,465,368
Net revenue per equivalent patient day:
Quarter:
First................................. $586 $566 (3)
Second................................ 575 549 (5)
Third................................. 588 562 (4)
Fourth................................ 554
Year.................................... 576
Admissions:
Quarter:
First................................. 19,624 21,875 11
Second................................ 22,380 25,037 12
Third................................. 21,702 25,103 16
Fourth................................ 22,361
Year.................................... 86,067
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Fiscal Fiscal %
1993 1994 Change
<S> <C> <C> <C>
Average length of stay:
Quarter:
First................................. 16.9 14.5 (14)%
Second................................ 15.7 13.4 (15)
Third................................. 16.0 13.1 (18)
Fourth................................ 14.4
Year.................................... 15.7
</TABLE>
The Company's patient days decreased 3% and 5% for the quarter and nine
months ended June 30, 1994, respectively, as compared to the same periods of
fiscal 1993. The decreases in patient days occurred despite increases of 16%
and 13%, respectively, in admissions for the same periods. These decreases in
patient days were due primarily to 18% and 16% decreases, respectively, in
each period in the average length of stay per patient caused primarily by
increasingly stringent utilization criteria imposed by third party payors
regarding inpatient treatment. The declines in net revenue per equivalent
patient day were due primarily to a shift in payor mix toward more Medicare,
Medicaid and other cost-based payors.
Net revenue for the quarter and nine months ended June 30, 1994 decreased
5% and 7%, respectively. These decreases resulted from the declines in
patient days and net revenue per equivalent patient day discussed above and
the closing of four hospitals during fiscal 1993.
The Company experienced a 4% and 5% decrease in salaries, supplies and
other operating expenses for the quarter and nine months ended June 30, 1994,
respectively, as compared to the same periods of fiscal 1993. These decreases
were due primarily to reductions in salaries and benefits and purchased
services.
Bad debt expenses for the quarter ended June 30, 1994 decreased 3% from
the same period of the previous fiscal year. Bad debt expenses as a
percentage of net revenue increased to 7.5% in the third quarter of fiscal
1994 from 7.3% in the third quarter of fiscal 1993. Bad debt expenses for the
nine months ended June 30, 1994 decreased 6% from the same period of the
previous fiscal year. Bad debt expenses as a percentage of net revenue
increased to 7.6% in the first nine months of fiscal 1994 from 7.5% in the
first nine months of fiscal 1993.
Depreciation and amortization expense increased 12% and 3% for the
quarter and nine months ended June 30, 1994, respectively. The increase in
the third quarter resulted primarily from amortization of goodwill of acquired
businesses and additional depreciation related to renovations at one of the
Company's facilities.
Reorganization value in excess of amounts allocable to identifiable
assets (the "Excess Reorganization Value") is being amortized over the three
year period ending June 1995. During fiscal 1993, Excess Reorganization Value
was reduced by approximately $21 million to reflect the recognition of tax
benefits related to pre-Reorganization tax loss carryforwards, and accordingly
amortization expense for the Excess Reorganization Value decreased 27% for the
quarter and nine months ended June 30, 1994 from the same periods in fiscal
1993.
<PAGE>
<PAGE>
Net interest expense for the quarter and nine months ended June 30, 1994
decreased 48% and 53%, respectively, from the same periods of the previous
fiscal year, due to the debt reductions resulting from the sale of the general
hospitals, mandatory and voluntary prepayments and scheduled payments in
fiscal 1993 and the first nine months of fiscal 1994. Interest expense during
the fourth quarter of fiscal 1994 will increase over the first three quarters
due to the issuance of the 11.25% Senior Subordinated Notes and borrowings
under the Revolving Credit Agreement used in the acquisition of the NME
hospitals.
ESOP expense for the third quarter and first nine months of fiscal 1994
increased 38% and 37%, respectively, over the same periods of fiscal 1993 due
primarily to changes in eligibility requirements, which increased the number
of employees who participate in the ESOP.
Stock option expense for the first nine months of fiscal 1994 decreased
from the same period of the previous year due to a one-time charge during the
second quarter of fiscal 1993 of $21.3 million related to the vesting of
options by a former employee and director. Under terms of the 1992 Stock
Option Plan, upon the satisfaction of certain financial targets and the
termination of employment, all of the employee's options vested immediately
and the option prices were reduced to $.25 per share. During December 1993,
the former employee and director exercised approximately 2.2 million options
to purchase shares of the Company's common stock and surrendered approximately
570,000 of such optioned shares as consideration for the payment of required
withholding taxes. These withholdings represent the minimum required tax
withholding amounts required in order to avoid triggering a new measurement
date and additional compensation expense. As a result, the Company was
required to make withholding tax payments on behalf of the former employee of
approximately $14.2 million which was charged against additional paid-in
capital. This charge was offset by a tax benefit recorded in additional
paid-in capital of approximately $9.4 million related to additional stock
option expense deductible for income tax purposes. Stock option expense for
the third quarter of fiscal 1994 decreased 97% from the third quarter of
fiscal 1993 due to fluctuations in the market price of the underlying stock.
Liquidity and Sources of Capital
On May 2, 1994 the Company entered into a Second Amended and Restated
Credit Agreement with certain financial institutions for a five-year reducing,
revolving credit facility in an aggregate committed amount of up to $300
million (the "Revolving Credit Agreement"). Proceeds from the Revolving
Credit Agreement were or will be used to refinance certain mortgage
indebtedness of certain subsidiaries of the Company in the principal amount of
approximately $14.7 million and the loans to certain subsidiaries of the
Company outstanding under the Credit Agreement in the principal amount of
approximately $46.8 million and, among other things, other general corporate
purposes, including to finance, in part, the acquisition of certain
psychiatric facilities from NME.
The Revolving Credit Agreement provides for scheduled reductions and
certain mandatory prepayments through March 31, 1999. The loans will bear
interest at various rates based on (i) the higher of Bankers Trust Company's
prime lending rate, the Federal Reserve's reported weekly average dealer
offering rate for three-month certificates of deposit adjusted for maximum
reserves plus 1/2 of 1%, and the Federal Funds rate plus 1/2 of 1% or (ii) the
LIBOR rates.
<PAGE>
<PAGE>
Also on May 2, 1994, the Company issued $375 million of 11.25% Senior
Subordinated Notes which mature on April 15, 2004 (the "Notes") and are
general unsecured obligations of the Company. Interest on the Notes is
payable semi-annually on each April 15 and October 15, commencing on
October 15, 1994. Proceeds of $181.8 million from the sale of the Notes were
used to defease, and subsequently on June 9, 1994 to redeem, the Company's
outstanding 7.5% Senior Subordinated Debentures due 2003. Certain remaining
proceeds have been or will be used, along with proceeds from the Revolving
Credit Agreement, to finance the acquisition of NME facilities discussed
above. The Notes are guaranteed on an unsecured senior subordinated basis by
substantially all of the Company's existing subsidiaries and certain
subsidiaries created after the issuance of the Notes.
The Notes are not redeemable prior to April 15, 1999. The Notes will be
subject to redemption at a premium of 5.625% beginning April 15, 1999 and
declining to 0.0% as of April 15, 2002.
The Company obtained increased operational and financial flexibility by
entering into the Revolving Credit Agreement and issuing the Notes because the
covenants contained in the Revolving Credit Agreement and the indenture for
the Notes are less restrictive than those formerly in effect. However, the
Revolving Credit Agreement and the indenture for the Notes contain a number of
restrictive covenants, which, among other things, limit the ability of the
Company and certain subsidiaries to incur other indebtedness, engage in
transactions with affiliates, incur liens, make certain restricted payments,
and enter into certain business combination and asset sale transactions. The
Revolving Credit Agreement also limits the Company's ability to incur capital
expenditures and requires the Company to maintain certain specified financial
ratios. A failure by the Company to maintain such financial ratios or to
comply with the restrictions contained in the Revolving Credit Agreement and
the indenture for the Notes or other agreements relating to the Company's debt
could cause such indebtedness (and by reason of cross-acceleration provisions,
other indebtedness) to become immediately due and payable. There are no
restrictions on the ability of the Guarantors to make distributions to the
Company.
During the first nine months of fiscal 1994, the Company incurred
approximately $13 million in capital expenditures primarily for routine
capital replacement. The Company also incurred expenditures of approximately
$127 million for the acquisition of the NME facilities and $2.8 million for
the acquisitions of businesses related to the implementation of the Company's
new growth and expansion strategy. The capital outlays were financed from
borrowings under the Revolving Credit Agreement, proceeds from the issuance of
the Notes and from cash provided by operations. The Company anticipates that
capital expenditures for fiscal 1994 relating to existing hospitals will be
approximately $15 million and will be financed from cash provided by
operations.
The number of days net patient revenue in net patient accounts receivable
was 63 days at June 30, 1994 and 61 days at September 30, 1993.
<PAGE>
<PAGE>
FORM 10-Q
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 4. - Submission of Matters to a Vote of Security-Holders.
On February 18, 1994, the Company held its annual meeting of
stockholders, at which time E. Mac Crawford, Raymond H. Kiefer and Gerald L.
McManus were elected as directors of the Company, for terms expiring in 1997.
In addition, the stockholders approved (i) the Directors' Unit Award
Plan, (ii) the 1994 Employee Stock Purchase Plan, (iii) the 1994 Stock Option
Plan, and (iv) an amendment to the Directors' Stock Option Plan.
The tabulation of votes with respect to each of the above matters was as
follows:
<TABLE>
<CAPTION>
Votes Cast
Against or Broker
For Withheld Abstain non-votes
<S> <C> <C> <C> <C>
Election of Directors:
Mr. Crawford 22,858,341 99,938 N/A N/A
Mr. Kiefer 22,859,817 98,462 N/A N/A
Mr. McManis 22,860,263 98,016 N/A N/A
Directors' Unit Award Plan 10,810,134 2,309,096 36,701 9,802,348
1994 Employee Stock
Purchase Plan 12,642,144 479,741 34,046 9,802,348
1994 Stock Option Plan 10,814,630 2,305,696 35,605 9,802,348
Amendment to Directors'
Stock Option Plan 10,911,681 2,206,370 37,880 9,802,348
</TABLE>
Item 6. - Exhibits and Reports on Form 8-K
(a) Exhibits
2(a) Asset Sale Agreement (First Facilities), dated March 29, 1994,
between National Medical Enterprises, Inc., as Seller, and
Charter Medical Corporation, as Buyer, which was filed as
Exhibit 2(d) to the Company's Amendment No. 1 to Registration
Statement on Form S-4 (No. 33-53701) filed July 1, 1994, and
is incorporated herein by reference.
2(b) Asset Sale Agreement (Subsequent Facilities), dated March 29,
1994, between National Medical Enterprises, Inc., as Seller,
and Charter Medical Corporation, as Buyer, which was filed as
Exhibit 2(e) to the Company's Amendment No. 1 to Registration
Statement on Form S-4 (No. 33-53701) filed July 1, 1994, and
is incorporated herein by reference.
<PAGE>
<PAGE>
4(a) Indenture, dated as of May 2, 1994, among the Company, the
Guarantors listed therein and Marine Midland Bank, as Trustee,
relating to the 11.25% Senior Subordinated Notes due April 15,
2004 of the Company, which was filed as Exhibit 4(a) to the
Company's Registration Statement on Form S-4 (No. 33-53701)
filed May 18, 1994, and is incorporated herein by reference.
4(b) Second Amended and Restated Credit Agreement, dated as of
May 2, 1994, among the Company, the financial institutions
listed therein, Bankers Trust Company, as Agent, and First
Union National Bank of North Carolina, as Co-Agent, which was
filed as Exhibit 4(e) to the Company's Registration Statement
on Form S-4 (No. 33-53701) filed May 18, 1994, and is
incorporated herein by reference.
4(c) Second Amended and Restated Subsidiary Credit Agreement, dated
as of May 2, 1994, among certain subsidiaries of the Company,
the financial institutions listed therein, Bankers Trust
Company, as Agent, and First Union National Bank of North
Carolina, as Co-Agent, which was filed as Exhibit 4(f) to the
Company's Registration Statement on Form S-4 (No. 33-53701)
filed May 18, 1994, and is incorporated herein by reference.
4(d) Second Amended and Restated Company Stock and Notes Pledge
Agreement, dated as of May 2, 1994, between the Company and
Bankers Trust Company, as Collateral Agent, which was filed as
Exhibit 4(g) to the Company's Registration Statement on Form
S-4 (No. 33-53701) filed May 18, 1994, and is incorporated
herein by reference.
4(e) Second Amended and Restated Subsidiary Stock and Notes Pledge
Agreement, dated as of May 2, 1994, among various subsidiaries
of the Company and Bankers Trust Company, as Collateral Agent,
which was filed as Exhibit 4(h) to the Company's Registration
Statement on Form S-4 (No. 33-53701) filed May 18, 1994, and
is incorporated herein by reference.
4(f) Second Amended and Restated Subsidiary Pledge and Security
Agreement, dated as of May 2, 1994, among various subsidiaries
of the Company and Bankers Trust Company, as Collateral Agent,
which was filed as Exhibit 4(i) to the Company's Registration
Statement on Form S-4 (No. 33-53701) filed May 18, 1994, and
is incorporated herein by reference.
4(g) Second Amended and Restated Subsidiary Pledge and Security
Agreement (ESOP collateral), dated as of May 2, 1994, between
the Company and Bankers Trust Company, as Collateral Agent,
which was filed as Exhibit 4(j) to the Company's Registration
Statement on Form S-4 (No. 33-53701) filed May 18, 1994, and
is incorporated herein by reference.
4(h) Second Amended and Restated FINCO Pledge and Security
Agreement I, dated as of May 2, 1994, between CMFC, Inc. and
Bankers Trust Company, as Collateral Agent, which was filed as
Exhibit 4(k) to the Company's Registration Statement on Form
S-4 (No. 33-53701) filed May 18, 1994, and is incorporated
herein by reference.
<PAGE>
<PAGE>
4(i) Second Amended and Restated Subsidiary Guaranty, dated as of
May 2, 1994, executed by various subsidiaries of the Company,
which was filed as Exhibit 4(l) to the Company's Registration
Statement on Form S-4 (No. 33-53701) filed May 18, 1994, and
is incorporated herein by reference.
4(j) Second Amended and Restated Company Collateral Accounts
Assignment Agreement, dated as of May 2, 1994, between the
Company and Bankers Trust Company, as agent, which was filed
as Exhibit 4(m) to the Company's Registration Statement on
Form S-4 (No. 33-53701) filed May 18, 1994, and is
incorporated herein by reference.
4(k) Company Pledge and Security Agreement, dated as of May 2,
1994, between the Company and Bankers Trust Company, as
Collateral Agent, which was filed as Exhibit 4(n) to the
Company's Registration Statement on Form S-4 (No. 33-53701)
filed May 18, 1994, and is incorporated herein by reference.
4(l) Second Amended and Restated FINCO Pledge and Security
Agreement II, dated as of May 2, 1994, between CMCI, Inc. and
Bankers Trust Company, as Collateral Agent, which was filed as
Exhibit 4(o) to the Company's Registration Statement on Form
S-4 (No. 33-53701) filed May 18, 1994, and is incorporated
herein by reference.
4(m) Second Amended and Restated Company Guaranty, dated as of
May 2, 1994, executed by the Company, which was filed as
Exhibit 4(p) to the Company's Registration Statement on Form
S-4 (No. 33-53701) filed May 18, 1994, and is incorporated
herein by reference.
4(n) Second Amended and Restated Subsidiary Collateral Accounts
Assignment Agreement, dated as of May 2, 1994, among various
subsidiaries of the Company and Bankers Trust Company, as
Agent, which was filed as Exhibit 4(q) to the Company's
Registration Statement on Form S-4 (No. 33-53701) filed May
18, 1994, and is incorporated herein by reference.
4(o) Form of Indenture of Mortgage, Deed to Secure Debt, Deed of
Trust, Security Agreement and Assignment of Leases and Rents;
Amended Indenture of Mortgage, Deed to Secure Debt, Deed of
Trust, Security Agreement and Assignment of Leases and Rents;
and Consolidated Agreement, executed as of May 2, 1994, by 71
subsidiaires of the Company and Bankers Trust Company, as
Agent, and various trustees as shown on individual subsidiary
cover pages attached, which was filed as Exhibit 4(t) to the
Company's Registration Statement on Form S-4 (No. 33-53701)
filed May 18, 1994, and is incorporated herein by reference.
4(p) Purchase Agreement, dated April 22, 1994, between the Company
and Bear, Stearns & Co. Inc. and BT Securities Corporation,
which was filed as Exhibit 4(u) to the Company's Registration
Statement on Form S-4 (No. 33-53701) filed May 18, 1994, and
is incorporated herein by reference.
<PAGE>
<PAGE>
4(q) Exchange and Registration Rights Agreement, dated April 22,
1994 between the Company and Bear, Stearns & Co. Inc. and BT
Securities Corporation, which was filed as Exhibit 4(v) to the
Company's Registration Statement on Form S-4 (No. 33-53701)
filed May 18, 1994, and is incorporated herein by reference.
4(r) Amendment No. 1, dated as of June 9, 1994, to Second Amended
and Restated Credit Agreement, dated as of May 2, 1994, among
the Company, the financial institutions listed therein,
Bankers Trust Company, as Agent, and First Union National Bank
of North Carolina, as Co-Agent, which was filed as Exhibit
4(w) to the Company's Amendment No. 1 to Registration
Statement on Form S-4 (No. 33-53701) filed July 1, 1994, and
is incorporated herein by reference.
4(s) Indenture Supplement No. 1, dated June 3, 1994, among the
Company, the Guarantors listed therein and Marine Midland
Bank, as Trustee, relating to the 11.25% Senior Subordinated
Notes due April 15, 2004.
4(t) Indenture Supplement No. 2, dated July 15, 1994, among the
Company, the Guarantors listed therein and Marine Midland
Bank, as Trustee, relating to the 11.25% Senior Subordinated
Notes due April 15, 2004.
10(a) 1994 Stock Option Plan of the Company, which was filed as
Exhibit 10(h) to the Company's Registration Statement on Form
S-4 (No. 33-53701) filed May 18, 1994, and is incorporated
herein by reference.
10(b) Directors' Unit Award Plan of the Company, which was filed as
Exhibit 10(i) to the Company's Registration Statement on Form
S-4 (No. 33-53701) filed May 18, 1994, and is incorporated
herein by reference.
(b) Report on Form 8-K
On July 13, 1994, the Company filed a Form 8-K dated June 30, 1994
disclosing the acquisition of substantially all the assets of 18
psychiatric hospitals, seven chemical-dependency treatment
facilities, one residential treatment facility and one physician
outpatient practice from National Medical Enterprises, Inc.
Financial statements will be filed under cover of Form 8-K/A as soon
as practicable, but not later than 60 days after July 15, 1994.
<PAGE>
<PAGE>
FORM 10-Q
CHARTER MEDICAL CORPORATION AND SUBSIDIARIES
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.
CHARTER MEDICAL CORPORATION
(Registrant)
Date: August 15, 1994 /s/ Lawrence W. Drinkard
Lawrence W. Drinkard
Executive Vice President - Finance
(Chief Financial Officer)
Date: August 15, 1994 /s/ John R. Day
John R. Day
Vice President and Controller
(Principal Accounting Officer)
<PAGE>
INDENTURE SUPPLEMENT
NO. 1
This Indenture Supplement No. 1 (the "Supplement"), dated as of June 3,
1994, is among Marine Midland Bank, as Trustee, Charter Medical Corporation,
(the "Company"), the Guarantors listed in the Indenture, as defined below, and
Schizophrenia Treatment and Rehabilitation, Inc. All defined terms used in
this Supplement and not otherwise defined shall have the meanings ascribed to
such terms in the Indenture.
For and in consideration of the premises, the Company, the Guarantors and
the Trustee agree as follows:
1. Recital. This Supplement relates to the Indenture, dated as of
May 2, 1994, among the Company, the Guarantors listed therein and Marine
Midland Bank, with respect to the Company's 11 1/4% Senior Subordinated Notes
due 2004 (the "Indenture"). This Supplement is executed by the Trustee
pursuant to Section 10.01(5) of the Indenture.
2. Supplement. The Indenture is supplemented by adding Schizophrenia
Treatment and Rehabilitation, Inc., Subsidiary of the Company, as Guarantor,
pursuant to the provisions of Section 5.09 of the Indenture relating to
additional Guarantors. By executing this Supplement, Schizophrenia Treatment
and Rehabilitation, Inc. agrees that, effective as of the date first above
written, it is a Guarantor under the Indenture.
3. Miscellaneous.
(a) Instruments to be Read Together. This Indenture Supplement No.
1 is an indenture supplemental to the Indenture, and such Indenture, and this
Indenture Supplement No. 1 shall henceforth be read together.
(b) Confirmation. The Indenture as amended and supplemented by
this Indenture Supplement No. 1, is in all respects confirmed and preserved.
(c) Governing Law. This Indenture Supplement No. 1 shall be
construed in accordance with and governed by the laws of the State of New
York, without reference to principles of conflicts of law.
(d) Severability. Any provision of this Indenture Supplement No. 1
which is prohibited or unenforceable in any jurisdiction shall not invalidate
the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
(e) Headings. Section, subsection and other headings used in this
Indenture Supplement No. 1 are for convenience only and shall not affect the
construction of this Indenture Supplement No. 1.
(f) Counterparts. This Indenture Supplement No. 1 may be executed
in any number of counterparts, each of which, when so executed in any number
of counterparts, shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Indenture
Supplement No. 1 to be duly executed as of the date and year first above
written.
MARINE MIDLAND BANK,
as Trustee
By: /s/ Frank J. Godino
Name: Frank J. Godino
Title: Asst. Corp. Trust Officer
Attest:
/s/ Richard G. Pittius
Name: Richard G. Pittius CHARTER MEDICAL CORPORATION
Title: Assistant Vice President
By: /s/ James R. Bedenbaugh
Name: James R. Bedenbaugh
Title: Treasurer
Attest:
/s/ Linton Newlin
Name: Linton Newlin
Title: Secretary
<PAGE>
<PAGE>
Each of the Guarantors listed
in the Indenture as listed in Exhibit A
By: /s/ Charlotte A. Sanford
Name: Charlotte A. Sanford
Title:Treasurer or as Director of
Attest: Charter Medical of England, Limited
Name: James R. Bedenbaugh
Title: Assistant Secretary
Schizophrenia Treatment and
Rehabilitation, Inc.
By: /s/ Charlotte A. Sanford
Name: Charlotte A. Sanford
Title: Treasurer
Attest:
/s/ James M. Filush
Name: James M. Filush
Title: Secretary
<PAGE>
<PAGE>
INDENTURE SUPPLEMENT
NO. 2
This Indenture Supplement No. 2 (the "Supplement"), dated as of July 15,
1994, is among Marine Midland Bank, as Trustee, Charter Medical Corporation,
(the "Company"), the Guarantors listed in the Indenture, as defined below, and
NEPA - New Hampshire, Inc. and NEPA - Massachusetts, Inc. All defined terms
used in this Supplement and not otherwise defined shall have the meanings
ascribed to such terms in the Indenture.
For and in consideration of the premises, the Company, the Guarantors and
the Trustee agree as follows:
1. Recital. This Supplement relates to the Indenture, dated as of
May 2, 1994, among the Company, the Guarantors listed therein and Marine
Midland Bank, with respect to the Company's 11 1/4% Senior Subordinated Notes
due 2004 (the "Indenture"). This Supplement is executed by the Trustee
pursuant to Section 10.01(5) of the Indenture.
2. Supplement. The Indenture is supplemented by adding NEPA - New
Hampshire, Inc. and NEPA - Massachusetts, Inc., Subsidiaries of the Company,
as Guarantors, pursuant to the provisions of Section 5.09 of the Indenture
relating to additional Guarantors. By executing this Supplement, NEPA - New
Hampshire, Inc. and NEPA - Massachusetts, Inc. agree that, effective as of the
date first above written, they are Guarantors under the Indenture.
3. Miscellaneous.
(a) Instruments to be Read Together. This Indenture Supplement No.
2 is an indenture supplemental to the Indenture, and such Indenture, and this
Indenture Supplement No. 2 shall henceforth be read together.
(b) Confirmation. The Indenture as amended and supplemented by
this Indenture Supplement No. 2, is in all respects confirmed and preserved.
(c) Governing Law. This Indenture Supplement No. 2 shall be
construed in accordance with and governed by the laws of the State of New
York, without reference to principles of conflicts of law.
(d) Severability. Any provision of this Indenture Supplement No. 2
which is prohibited or unenforceable in any jurisdiction shall not invalidate
the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
(e) Headings. Section, subsection and other headings used in this
Indenture Supplement No. 2 are for convenience only and shall not affect the
construction of this Indenture Supplement No. 2.
(f) Counterparts. This Indenture Supplement No. 2 may be executed
in any number of counterparts, each of which, when so executed in any number
of counterparts, shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Indenture
Supplement No. 2 to be duly executed as of the date and year first above
written.
MARINE MIDLAND BANK,
as Trustee
By: /s/ Frank J. Godino
Name: Frank J. Godino
Title: Asst. Corp. Trust Officer
Attest:
/s/ Richard G. Pittius
Name: Richard G. Pittius CHARTER MEDICAL CORPORATION
Title: Assistant Vice President
By: /s/ James R. Bedenbaugh
Name: James R. Bedenbaugh
Title: Treasurer
Attest:
/s/ Linton Newlin
Name: Linton Newlin
Title: Secretary
<PAGE>
<PAGE>
Each of the Guarantors listed
in the Indenture as listed in Exhibit A
By: /s/ Charlotte A. Sanford
Name: Charlotte A. Sanford
Title:Treasurer or as Director of
Attest: Charter Medical of England, Limited
Name: James R. Bedenbaugh
Title: Assistant Secretary
NEPA - New Hampshire, Inc.
By: /s/ Charlotte A. Sanford
Name: Charlotte A. Sanford
Title: Treasurer
Attest:
/s/ Linton C. Newlin
Name: Linton C. Newlin
Title: Secretary
NEPA - Massachusetts, Inc.
By: /s/ Charlotte A. Sanford
Name: Charlotte A. Sanford
Title: Treasurer
Attest:
/s/ Linton C. Newlin
Name: Linton C. Newlin
Title: Secretary
