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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
October 5, 1998
Date of Report
(September 28, 1998)
(Date of earliest event reported)
HBO & COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-9900 37-0986839
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(Commission File Number) (Employer Identification No.)
301 Perimeter Center North
Atlanta, GA 30346
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(Address of principal executive offices) (Zip Code)
(770) 393-6000
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Registrant's telephone number, including area code
Exhibit Index on page 2 of 4
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Item 5: Other Events
On September 28, 1998, HBO & Company (HBOC) announced it had signed a
definitive agreement to acquire Access Health, Inc. (ACCS), a leading provider
of clinically based care management programs and healthcare information
services. The acquisition, which is subject to regulatory and ACCS stockholder
approval, will be accounted for as a pooling of interests and is anticipated to
close during the fourth quarter of 1998. Stockholders of ACCS 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 ending shortly
before the transaction closing.
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 September 28, 1998 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: October 5, 1998
/s/ Jay P.Gilbertson
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Jay P.Gilbertson
President, Co-Chief Operating Officer,
Chief Financial Officer, Treasurer,
Principal Accounting Officer,
and Secretary
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Exhibit 99
News Release
Contact: Investor Relations 301 Perimeter Center North
Monika Brown Atlanta, GA 30346
(770) 668-5926
Beth Dalton
(770) 393-6587
HBOC Signs Definitive Agreement to Acquire
Access Health, Inc.
ATLANTA, GA, September 28, 1998 -- HBO & Company (Nasdaq:HBOC) today
announced it has signed a definitive agreement to acquire Access Health, Inc.
(Nasdaq:ACCS), a leading provider of clinically based care management programs
and healthcare information services. The acquisition, which is subject to
regulatory and Access Health stockholder approval, will be accounted for as a
pooling of interests and is anticipated to close during fourth quarter 1998.
Stockholders of Access Health 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 ending shortly before the transaction
closing. If the HBOC average price during the pricing period is greater than
$30.00 per share, Access Health stockholders will receive shares of HBOC stock
equal to $43.50 per Access Health share. If the price is $30.00 or below, Access
Health stockholders will receive 1.45 HBOC shares for each Access Health share.
Access Health, based in Broomfield, Colorado, had revenue of $120.6
million for its fiscal year ended September 30, 1997. The company has
approximately 1,200 employees, including more than 500 registered nurses. It
provides a broad range of care management services to more than 2,000 managed
care organizations, provider groups, employers, integrated delivery systems and
government programs, serving more than 130 million members.
"Access Health's expertise in large-scale clinical call center
management and its highly regarded reputation in triage and other forms of care
management services will significantly broaden HBOC's community health, access
management and clinical management strategies" stated Charles W. McCall, HBOC
president and chief executive officer. "Combined with our Call Center Group, as
well as our Payor Solutions Group, it will also solidify HBOC's position in both
payor and provider markets."
"We are excited to become a part of the HBOC team," stated Joseph P.
Tallman, Access Health chief executive officer. "HBOC's leadership in healthcare
technology offers Access Health a large distribution channel and customer base
to leverage in selling its proven products and services. Also, HBOC's vast
knowledge and expertise in systems integration will be an important asset as
consolidation in the healthcare industry continues."
HBOC delivers enterprisewide patient care, clinical, financial and
strategic management software solutions, as well as networking technologies,
electronic commerce, outsourcing and other services to healthcare organizations
throughout the world.
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