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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): December 30, 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 (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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 that it completed the Exchange Offer for its 7
1/2% Convertible Subordinated Debentures (the "Debentures") on December 30,
1996 at 2:00 p.m. (central time). The Company was advised by First Trust
National Association, the Exchange Agent and Trustee, that affirmative consents
of Debentureholders in excess of 82% had been received, and that all
propositions had been consented to and approved by Debentureholders. The
Exchange Agent also advised that it had received for tender, pursuant to the
Company's Exchange Offer, $6,841,000 of principal amount of Debentures (the
"Tendered Debentures"). With respect to the Tendered Debentures, the Company
has paid to the Exchange Agent, on behalf of the tendering Debentureholders, an
aggregate amount of $3,967,780 and requisitioned for issue approximately
164,184 shares of the Company's Common Stock, representing the stock portion of
the Exchange Offer.
The aggregate principal amount of Debentures which were not tendered
was $2,697,000. The Company has also paid the Exchange Agent an aggregate of
$555,000 representing interest and default interest payable with respect to
Debentures which have not been tendered. The Company has set a special record
date of January 20, 1997, and payment of interest and default interest will be
made on January 22, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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99.30 Press Release dated January 2, 1997.
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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
Dated: December 31, 1996.
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EXHIBIT 99.30
NEWS RELEASE
FOR IMMEDIATE RELEASE
COMPCARE EXCHANGES 72% OF CONVERTIBLE BONDS
CORONA DEL MAR, Calif., January 2, 1997 /PRNewswire/ -- Comprehensive Care
Corporation (NYSE:CMP) (COMPCARE(R)) chairman and chief executive officer
Chriss W. Street announced today that it completed the Exchange Offer for its 7
1/2% Convertible Subordinated Debentures (the "Debentures") on December 30,
1996. "CompCare will realize a $2.5 million gain during the third quarter and
the elimination of 59% of our total debt outstanding. The successful
completion of this exchange offer is consistent with CompCare's goal to build a
successful managed care business," said Mr. Street.
CompCare was advised by its exchange agent that affirmative consents of
Debentureholders in excess of 82% had been received, and that all propositions
had been consented to and approved by Debentureholders. The exchange agent
also advised that it received for tender, pursuant to the Company's Exchange
Offer, $6.8 million of principal amount of Debentures ("Tendered Debentures").
With respect to the Tendered Debentures, the Company has paid to the exchange
agent, on behalf of the tendering Debentureholders, an aggregate amount of $4.0
million and requisitioned for issue approximately 164,184 shares of the
Company's Common Stock, representing the stock portion of the Exchange Offer.
The exchange agent anticipates distribution of the exchange consideration to
tendering debentureholders will be made within five days after the closing date
of December 30, 1996.
The aggregate principal amount of Debentures which were not tendered was $2.7
million. The Company has also paid the exchange agent an aggregate of $0.6
million representing interest and default interest payable on January 22, 1997
for Debentures which have not been tendered.
COMPCARE provides care and care coordination of chronic and catastrophic
diseases to HMOs, hospitals, the government and corporations on a contractual
or at-risk ("managed care") basis throughout the United States and its
protectorates through its Disease State Management(SM) products.
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