<PAGE>
UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 17, 1996
-------------------------------
Community Psychiatric Centers
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 1-7008 94-1599386
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6600 W. Charleston Boulevard, Suite 118, Las Vegas, Nevada 89102
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 259-3600
-----------------------------
- --------------------------------------------------------------------------------
(Former name or former address. If changed since last report)
I
<PAGE>
ITEM 5. OTHER INFORMATION.
The Company has received a number of unsolicited indications of interest to
acquire its United Kingdom operations, called the Priory Hospitals Group
("PHG"). CPC's Board has determined that the nonbinding offer to purchase
received from Mercury Development Capital, a division of Mercury Asset
Management plc ("Mercury"), on behalf of its discretionary investment management
clients, is the most attractive and on April 16, 1996 Mercury and CPC entered
into an agreement pursuant to which CPC agreed not to negotiate with any other
party prior to May 16, 1996. During that period, Mercury will complete its
legal, financial and commercial due diligence investigation of PHG and the
parties will attempt to reach a definitive agreement.
Mercury's nonbinding offer provides for CPC to receive 93 million pounds or
approximately $142 million in cash. After the assumption of debt and payment of
taxes and fees, the net proceeds to CPC would amount to approximately $99
million.
There can be no assurance that a binding agreement can be reached and
Mercury's offer is subject to a number of customary terms and conditions,
including arranging satisfactory financing and completion of due diligence. The
completion of the transaction is subject to the final approval of the CPC Board
of Directors. The parties are hopeful that the transaction can be finalized by
the close of CPC's second quarter, which ends May 31, 1996.
PHG, founded by CPC in 1980, is the largest private sector provider of
acute psychiatric services in the U.K. The division has 15 freestanding
hospitals and adolescent residential facilities comprising 698 beds, manages
psychiatric care units and a secure residential clinic, and also operates two
dialysis centers. PHG posted fiscal 1995 net operating revenues of $63.3
million.
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 hereunto duly authorized.
COMMUNITY PSYCHIATRIC CENTERS
Date April 17, 1996 /s/ WENDY SIMPSON
-------------------------- ----------------------------------
Wendy Simpson
Chief Financial Officer
II
