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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-9900
HBO & COMPANY
(Exact name of registrant as specified in its charter)
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DELAWARE 37-0986839
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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301 PERIMETER CENTER NORTH
ATLANTA, GEORGIA
30346
(Address of principal executive offices)
(Zip Code)
(770) 393-6000
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /.
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
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CLASS SHARES OUTSTANDING AT APRIL 30, 1997
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Common Stock, $.05 par value 91,962,158
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Item 6 of the Registrant's 10-Q filed on May 15, 1997 is hereby amended and
restated as follows:
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
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(a) Exhibits: PAGE
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2a Agreement of Merger dated February 10, 1997, by and among HBO & Company, HBO &
Company of Georgia, and AMISYS Managed Care Systems, Inc. Incorporated by
reference from Exhibit 2 to the registrant's Registration Statement on Form
S-4
(File No. 333-22929).......................................................... n/a
2b Agreement of Merger dated March 13, 1997, by and among HBO & Company, HBO &
Company of Georgia, and Enterprise Systems, Inc. Incorporated by reference
from Exhibit 2 to the registrant's Registration Statement on Form S-4 (File
No. 333-27045)................................................................ n/a
11 Statement regarding computation of per share earnings.........................
15 Letter re: unaudited interim financial information............................
27 Financial Data Schedule.......................................................
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(b) Reports on Form 8-K filed during the quarter ended March 31, 1997, or
subsequent to that date but prior to the filing date of this Form 10-Q:
FORM 8-K DATED FEBRUARY 11, 1997:
Reporting under Item 5 that on February 11, 1997, the Board of Directors of
HBO & Company declared a quarterly cash dividend of $.02 per share payable on
April 22, 1997, to stockholders of record on March 31, 1997.
Reporting under Item 5 the unaudited combined operations for the first full
month subsequent to the December 9, 1996, pooling acquisition of GMIS Inc., as
follows: revenue and net income for January 1997 was $50.7 million and $4.9
million, respectively; revenue and net income for January 1996 was $47.6 million
and $2.8 million, respectively.
Reporting under Item 5 that on February 11, 1997, the Company announced it
had signed a definitive agreement to acquire AMISYS Managed Care Systems, Inc.
(AMISYS), a leading provider of information systems for managed care entities
and other parties that assume financial risk for healthcare populations. The
acquisition, which is subject to regulatory and AMISYS stockholder approval,
will be accounted for as a pooling of interests and is scheduled to close during
the second quarter of 1997. Assuming consummation of the transaction, AMISYS
stockholders will receive 0.35 of a share of HBOC common stock for each share of
AMISYS common stock.
FORM 8-K DATED MARCH 19, 1997:
Reporting under Item 5 that on March 14, 1997, the Company announced it had
signed a definitive agreement to acquire Enterprise Systems, Inc. (ESi), a
leading developer of resource management solutions including materials
management, operating room logistics, scheduling and financial management. The
stockholders of 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 specified period of 20 trading days preceding the closing of the
transaction. The acquisition, which is subject to regulatory and ESi stockholder
approval, will be accounted for as a pooling of interests and is anticipated to
close during the second quarter of 1997.
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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 thereunto duly authorized.
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HBO & COMPANY
(Registrant)
Date: May 15, 1997 By: /s/ JAY P. GILBERTSON
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Jay P. Gilbertson
EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER, TREASURER,
PRINCIPAL ACCOUNTING OFFICER AND SECRETARY
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