SECURITIES AND 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):
October 11, 1994
THE HILLHAVEN CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 1-10426 91-1459952
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1148 Broadway Plaza, Tacoma, Washington 98402
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(206) 572-4901
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Item 5. Other Events.
On October 11, 1994, The Hillhaven Corporation (the
"Company") signed a definitive agreement to acquire, through a
share for share exchange, CPS Pharmaceutical Services, Inc. and
Advanced Infusion Systems, Inc. The purchase price will be
approximately $29 million, consisting of approximately 1.3
million shares of the Company's common stock, subject to certain
adjustments. The transaction will be structured as a pooling of
interests. A copy of the Company's press release is attached as
Exhibit 99.01 hereto and by this reference is incorporated
herein.
SIGNATURE
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.
THE HILLHAVEN CORPORATION
By: /s/ RICHARD P. ADCOCK
Richard P. Adcock
Senior Vice President,
Secretary and General
Counsel
Dated: October 12, 1994
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EXHIBIT INDEX
Exhibit 99.01 Press Release dated
October 12, 1994
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EXHIBIT 99-01
CONTACT:
Tim Carroll
Vice President, Investor Relations
The Hillhaven Corporation
(206) 756-4806
HILLHAVEN TO ACQUIRE CPS PHARMACEUTICAL SERVICES, INC. AND
ADVANCED INFUSION SYSTEMS, INC.; EXPANDS CALIFORNIA PRESENCE AND
ENHANCES SUBACUTE SERVICES
TACOMA, Washington (October 12, 1994) -- The Hillhaven
Corporation (NYSE:HIL) today announced that it has signed a
definitive agreement to acquire closely-held, Mountain View,
California-based CPS Pharmaceutical Services, Inc. (CPS) and
Advanced Infusion Systems, Inc. (AIS). The purchase price will
be approximately $29 million consisting of approximately 1.3
million shares of Hillhaven common stock, subject to certain
adjustments, and will be structured as a pooling of interests.
The transaction will be neutral to the current year's earnings
per share and should be additive to future periods. The closing
of the transaction will be October 31, 1994.
CPS and AIS provide a broad array of diversified pharmaceutical
and infusion services through locations in Northern California.
The combined entities will become part of Hillhaven's subsidiary,
Medisave Pharmacies, the nation's third largest provider of
pharmacy services for long term and subacute care facilities.
Revenues from CPS and AIS are approximately $25 million
(annualized) and AIS manages another $13 million in revenues
through affiliated companies.
CPS currently provides pharmacy products and related consulting
services to approximately 8,500 residents in over 100 nursing
homes and subacute care facilities.
AIS is a leading provider of comprehensive infusion therapy
services to residents of nursing centers and subacute care
facilities, and to patients in home settings and ambulatory care
centers. AIS's infusion therapy business serves an average of
over 500 residents per month in 90 nursing centers and subacute
care facilities, and an additional 500 patients in home settings,
as well as in ambulatory care centers.
"The acquisition of CPS and AIS plays a key part in our strategy
of increasing our operating concentrations in areas where we have
significant regional market positions," commented Bruce L. Busby,
Hillhaven's Chairman and CEO. "This acquisition will add to and
complement not only our 42 nursing centers in California which
provide both long term and subacute care but also our 10 existing
statewide pharmacy outlets. We expect to achieve significant
operating efficiencies and economies of scale through growing CPS
and AIS within Hillhaven's network of 344 nursing centers and
pharmacies and with independent third parties."
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Busby continued, "CPS and AIS will further enhance Hillhaven's
growth as a subacute care provider by focusing on the higher
acuity infusion patients. AIS's home and ambulatory infusion
programs will expand our drug delivery system outside of the
traditional nursing center environment."
Willis D. Corkern, Chairman and CEO of AIS said, "We are very
excited about our new association with Hillhaven and Medisave
Pharmacies. Their significant presence in California will allow
our organizations a unique opportunity to capitalize on each of
our strengths. Driven by the demand for health care cost
containment, this consolidation will allow us to provide the
highest quality institutional pharmacy and infusion services in a
more cost effective manner. This will further enhance our
ability to contract with managed care payors."
The Hillhaven Corporation is one of the nation's largest
diversified health care providers, operating 307 nursing centers
and retirement housing communities and, through its Medisave
Pharmacies subsidiary, 56 pharmacies, in a total of 36 states.
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