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SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
MARCH 19, 1997
Date of Report
(MARCH 14, 1997)
(Date of earliest event reported)
HBO & COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
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0-9900 37-0986839
(Commission File Number) (Employer Identification No.)
301 PERIMETER CENTER NORTH 30346
ATLANTA, GA (Zip Code)
(Address of principal executive offices)
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(770) 393-6000
Registrant's telephone number, including area code
Exhibit Index on page 2 of 5
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ITEM 5: OTHER EVENTS
On March 14, 1997, HBO & Company (HBOC) announced it had signed a
definitive agreement to acquire Enterprise Systems, Inc. (NASDAQ:ESIX), a
leading developer of resource management solutions including materials
management, operating room logistics, scheduling and financial management. The
stockholders of Enterprise Systems, Inc. will receive shares of HBOC common
stock in the transaction and the exchange ratio will be determined by
averaging the closing HBOC stock price for a period of twenty trading days
ending shortly before the closing of the transaction. The acquisition, which
is subject to regulatory and Enterprise Systems, Inc. stockholder approval
and other customary closing conditions, will be accounted for as a pooling of
interests and is anticipated to close during the second quarter of 1997.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
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EXHIBIT NO. DESCRIPTION PAGE
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99 HBO & Company News Release dated
March 14, 1997 4
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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.
HBO & COMPANY
(Registrant)
Date: March 19, 1997
/s/ JAY P. GILBERTSON
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Jay P. Gilbertson
Executive Vice President,
Chief Financial Officer,
Principal Accounting Officer,
Treasurer and Secretary
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EXHIBIT 99
NEWS RELEASE
CONTACT: MONIKA BROWN 301 PERIMETER CENTER NORTH
INVESTOR RELATIONS ATLANTA, GA 30346
(770) 668-5926
HBOC Announces Definitive Agreement to Acquire Enterprise Systems, Inc.
ATLANTA, March 14, 1997 - HBO & Company (Nasdaq:HBOC) today announced it
has signed a definitive agreement to acquire Enterprise Systems, Inc.
(NASDAQ:ESIX), a leading developer of resource management solutions including
materials management, operating room logistics, scheduling and financial
management. The acquisition, which is subject to regulatory and Enterprise
Systems, Inc. stockholder approval and other customary closing conditions,
will be accounted for as a pooling of interests and is anticipated to close
during the second quarter of 1997.
The stockholders of Enterprise Systems, Inc. (ESI) will receive shares
of HBOC common stock in the transaction and the exchange ratio will be
determined by averaging the closing HBOC stock price for a period of twenty
trading days ending shortly before the closing of the transaction. If the
average price of HBOC common stock is between $60 and $68, ESI shareholders
will receive a fraction of an HBOC share equal to $30 per ESI share. If the
average price of HBOC common stock during the pricing period is below $60,
ESI stockholders will receive .5 of a share of HBOC common stock for each
share of ESI common stock. If the HBOC average price is above $68 up to $72,
ESI stockholders will receive .4412 of a share of HBOC common stock per ESI
share and above $72, ESI stockholders will receive a fraction of an HBOC
share equal to $31.77 per ESI share.
ESI had 1996 revenue of $52.3 million and has over 400 employees
supporting over 1,000 customers. ESI offers an extensive resource management
product portfolio, including the recently announced NOVA.IDN, a client-server
based, enterprisewide materials management solution, designed to help
customers reduce expenses through consolidation of purchasing, lower
inventory carrying costs and improved material tracking and accountability.
"This acquisition again demonstrates HBOC's commitment to look for the
best information solutions for our customers, as they continue to meet the
challenge of improving the quality of care while reducing delivery cost"
stated Charles W. McCall, HBOC president and chief executive officer. "With
Enterprise Systems we add the leader in materials management solutions, with
a proven track record of return on investment for their customers, to our
enterprisewide suite of information systems."
"We are excited to become a part of the HBOC team" stated Glen E.
Tullman, ESI chief executive officer. "Our products complement HBOC's
existing products and offer our clients the opportunity to more easily
combine information on cost and quality. In addition, we can accelerate our
efforts in enterprisewide resource management, both in terms of product
development and leveraging HBOC's substantial customer base and distribution
capabilities to deliver the best cost reduction solution in the industry."
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Enterprise Systems develops, implements and services an integrated suite
of resource management products for over 1,000 healthcare organizations
throughout North America.
HBO & Company delivers enterprisewide patient care, clinical, financial
and strategic management software solutions, as well as networking
technologies, electronic data interchange, outsourcing and other services to
healthcare organizations throughout the world.
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