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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 18, 1996
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COMPREHENSIVE CARE CORPORATION
(Exact name of registrant as specified in Charter)
DELAWARE 0-5751 95-2594724
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) (Identification No.)
1111 BAYSIDE DRIVE, SUITE 100, CORONA DEL MAR, CALIFORNIA 92625
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(Address of principal executive offices) (zip code)
(714) 222-2273
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
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The Company announced on November 18, 1996 that it had commenced an exchange
offer, which is being made to the holders of its 7 1/2% Convertible
Subordinated Debentures Due April 15, 2010 (the "Debentures"). Debentureholders
will receive an Offering Circular in connection with the Exchange Offer made by
the Company and scheduled to expire December 23, 1996. The Company is offering
therein to exchange $500 in cash plus 16 shares of Common Stock plus an
additional $80 in cash and eight shares of Common Stock for the surrender of
each $1,000 of outstanding principal amount of Debentures, including the waiver
by the Debentureholder of all interest accrued and unpaid on such principal
amount.
In connection with the Exchange Offer, the Company also announced that it has
also mailed proxy materials to its Debentureholders in connection with the
related solicitation of consents to rescind, among other things, the
acceleration of all principal and interest due on the Debentures.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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99.13 Press Release dated November 18, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMPREHENSIVE CARE CORPORATION
(Registrant)
By: /s/ KERRI RUPPERT
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Kerri Ruppert,
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Dated: November 22, 1996
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EXHIBIT 99.13
NEWS RELEASE
FOR IMMEDIATE RELEASE
CORONA DEL MAR, CALIFORNIA ... November 18, 1996: Comprehensive Care
Corporation (the "Company") announced that it has mailed an Exchange Offering
Circular to holders of the $9,538,000 outstanding 7 1/2% convertible
subordinated debentures of the Company (the "Debentures") in connection with an
offer ("Exchange Offer") made by the Company to exchange $500 in cash plus 16
shares of the Company's common stock, plus an additional $80 in cash and eight
shares of common stock for each $1,000 of outstanding principal amount of
Debentures and the waiver by the Debenture holder of all interest accrued and
unpaid on such principal amount as of the date of the Exchange Offer. The
Company will deposit with the Exchange Agent approximately $5.5 million,
representing the required maximum cash portion of the Exchange Offer.
The Company stated that the terms and conditions of the Exchange Offer are more
fully described in an offering circular, copies of which may be obtained from
Kerri Ruppert, Secretary, c/o Comprehensive Care Corporation, 1111 Bayside
Drive, Suite 100, Corona del Mar, California 92625.
In connection with the Exchange Offer, the Company announced that it has also
mailed proxy materials to its Debenture holders in connection with the
solicitation of consents to, among other things, rescind the acceleration of
all principal and interest due on the Debentures, and consents to waive any
events of defaults and other defaults under the Debentures.
The foregoing announcement is not a solicitation of any Debenture holder to
exchange any Debentures, and such Exchange Offer may only be made pursuant to
the offering circular of the Company being distributed to Debenture holders.
CompCare(R) provides care and care coordination on a contractual or at-risk
(managed care) basis of chronic and catastrophic disease to HMOs, hospitals,
the government and corporations throughout the United States and its
protectorates through its Disease State Management(SM) products.
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