<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED AUGUST 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER
1-10511
------------------------
AMERICAN MEDICAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 13-3527632
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
COMMISSION FILE NUMBER
1-7612
------------------------
AMERICAN MEDICAL INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 95-2111054
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14001 N. DALLAS PARKWAY, DALLAS, TEXAS 75240
(Address of principal executive offices) (Zip Code)
</TABLE>
(Registrants' telephone number, including area code)
(214) 789-2200
------------------------
The undersigned registrants hereby amend Item 14. Exhibits, Financial
Statement Schedules and Reports on Form 8-K of their Annual Reports for the
fiscal year ended August 31, 1994 on Form 10-K as set forth on the pages
attached hereto. The sole purpose of this amendment is to file Exhibits 27.1 and
27.2, Financial Data Schedule as part of the registrants' Annual Reports for the
fiscal year ended August 31, 1994 on Form 10-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
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<S> <C>
AMERICAN MEDICAL INTERNATIONAL, INC.
AMERICAN MEDICAL HOLDINGS, INC.
----------------------------------------------
(Registrants)
By /s/ BARY G. BAILEY
---------------------------------------------
Bary G. Bailey
Vice President and Controller
</TABLE>
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<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1 and 2 Financial Statements and Financial Statement Schedules.
The financial statements and financial statement schedules set forth in the
Index to Financial Statements and Financial Statement Schedules on page F-1 are
filed as part of this Annual Report on Form 10-K.
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the last quarter of fiscal
1994.
(c) List of Exhibits.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- --------------------------------------------------------------------------------------------------
<C> <C> <S>
2.1 -- Agreement and Plan of Merger dated as of July 6, 1989, among AMI, Holdings and IMA Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of Holdings ("Acquisition"), filed as
Exhibit 2(a) to Holdings' Registration Statement on Form S-4, Registration No. 33-33674, filed on
March 6, 1990 (the "1990 Form S-4") and incorporated herein by reference.
2.2 -- Amendment No. 1 to Agreement and Plan of Merger dated as of October 7, 1989, among AMI, Holdings
and Acquisition, filed as Exhibit 18 to the 1990 Form S-4 and incorporated herein by reference.
2.3 -- Amendment No. 2 to Agreement and Plan of Merger dated as of December 1, 1989, among AMI, Holdings
and Acquisition, filed as Exhibit 2(c) to the 1990 Form S-4 and incorporated herein by reference.
2.4 -- Agreement and Plan of Merger dated as of April 23, 1990 among AMI, Holdings and Amigo Holdings
Corp. ("Amigo"), filed as Exhibit 3 to AMI's Quarterly Report on Form 10-Q for the quarter ended
May 31, 1990 and incorporated herein by reference.
2.5 -- Agreement and Plan of Merger, dated as of October 10, 1994, by and among NME, AMH Acquisition Co.
and Holdings.
3.1 -- Restated Certificate of Incorporation of Holdings as amended to date, filed as Exhibit 3 (a) to
the 1990 Form S-4 and incorporated herein by reference.
3.2 -- Bylaws of Holdings as amended to date filed as Exhibit 3.2 to Holdings' Registration Statement on
Form S-1 filed on June 17, 1991 and incorporated herein by reference.
3.3 -- Restated Certificate of Incorporation of AMI as amended to date, filed as Exhibit 3 to AMI's
Quarterly Report on Form 10-Q for the quarter ended May 31, 1990 and incorporated herein by
reference.
3.4 -- Bylaws of AMI as amended to date, filed as Exhibit 3.2 to AMI's Registration Statement on Form S-1
filed on August 14, 1991 (the "AMI Form S-1") and incorporated herein by reference.
4.1 -- Amended and Restated Note Purchase Agreement dated as of June 11, 1993 among AMI and the
purchasers listed therein, filed as Exhibit 4.1 to AMI's Registration Statement on Form S-4
Registration No. 33-50239 filed on September 20, 1993 (the "1993 Form S-4") and incorporated
herein by reference.
4.2 -- Indenture dated as of April 21, 1993 between AMI and NationsBank of Texas, N.A., as trustee (the
"Trustee"), filed as Exhibit 4.2 to the 1993 Form S-4 and incorporated herein by reference.
4.3 -- Supplemental Indenture dated as of October 25, 1993 between AMI and the Trustee, filed as Exhibit
4.3 to Amendment No. 1 to the 1993 Form S-4 and incorporated herein by reference.
</TABLE>
39
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- --------------------------------------------------------------------------------------------------
<C> <C> <S>
4.6 -- Indenture dated as of October 1, 1991 between AMI, as issuer, and The Citizens and Southern
National Bank, as trustee, relating to the 11% Senior Notes Due October 2001, filed as Exhibit 4.1
to AMI's Registration Statement on Form S-1 filed on October 8, 1991 and incorporated herein by
reference.
4.7 -- Indenture between AMI, as issuer, and The Connecticut National Bank, as trustee, relating to the
13 1/2% Senior Subordinated Notes Due August 2001 filed as Exhibit 4.1 to AMI's Registration
Statement on Form S-1, Registration No. 33-41416, filed on January 24, 1992 and incorporated
herein by reference.
4.8 -- Indenture dated as of August 1, 1991 between AMI, as issuer, and United States Trust Company of
New York, as trustee, relating to the 15% Junior Discount Debentures Due November 2005, filed as
Exhibit 4.1 to AMI's Registration Statement on Form S-2, Registration No. 33-45292, filed on
January 24, 1992 and incorporated herein by reference.
4.9 -- First Supplemental Indenture dated as of February 15, 1992 between AMI, as issuer, and United
States Trust Company of New York, as trustee, relating to AMI's 15% Junior Subordinated Discount
Debentures Due November 2005, filed as Exhibit 4.1 to Amendment No. 2 to AMI's registration
Statement, Registration No. 33-45292, on Form S-2, filed on March 4, 1992 and incorporated herein
by reference.
4.10 -- Amendment No. 1 dated as of April 25, 1994 to the Credit Agreement among AMI, Holdings, the
Lenders, the Agent and the Bank of Nova Scotia, as Co-Agent and the Long Term Credit Bank of
Japan, Ltd., Los Angeles Agency, as Co-Agent (collectively, the "Co-Agents").
4.11 -- Amendment No. 2 dated as of June 20, 1994 to the Credit Agreement among AMI, Holdings, the
Lenders, the Agent and the Co-Agents.
4.12 -- Amendment No. 3 dated as of June 20, 1994 to the Credit Agreement among AMI, Holdings, the
Lenders, the Agent and the Co-Agents.
Instruments with respect to certain long-term debt of AMI have not been filed since the amount of
securities authorized thereunder does not exceed 10% of the total assets of AMI and its
subsidiaries on a consolidated basis. AMI hereby agrees to furnish copies of such instruments to
the Securities and Exchange Commission upon request.
10.1 -- Credit and Guaranty Agreement dated as of August 18, 1993 (the "Credit Agreement") among AMI,
American Medical Holdings, Inc., a Delaware corporation, the lenders referred to therein (the
"Lenders"), Chemical Bank, as Agent (the "Agent"), The Bank of Nova Scotia, as Co-Agent, and The
Long Term Credit Bank of Japan, Ltd., Los Angeles Agency, as Co-Agent filed as Exhibit 10.1 to the
1993 Form S-4 and incorporated herein by reference.
10.2 -- Holdings Pledge Agreement dated as of August 18, 1993 between AMI and the Agent on behalf of the
Lenders filed as Exhibit 10.2 to the 1993 Form S-4 and incorporated herein by reference.
10.3 -- Collateral Trust Agreement dated as of August 18, 1993 between AMI and IBJ Schroder Bank & Trust
Company, a New York banking corporation, as trustee ("IBJ") filed as Exhibit 10.3 to the 1993 Form
S-4 and incorporated herein by reference.
10.4 -- Collateral Trust Pledge Agreement dated as of August 18, 1993 between AMI and IBJ filed as Exhibit
10.4 to the 1993 Form S-4 and incorporated herein by reference.
10.5 -- Pledge and Security Agreement dated as of August 18, 1993 between AMI and the Agent on behalf of
the Lenders filed as Exhibit 10.5 to the 1993 Form S-4 and incorporated herein by reference.
10.6 -- Guaranty and Security Agreement dated as of August 18, 1993 between American Medical Finance
Company, a Delaware corporation, and the Agent on behalf of the Lenders filed as Exhibit 10.6 to
the 1993 Form S-4 and incorporated herein by reference.
</TABLE>
40
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- --------------------------------------------------------------------------------------------------
<C> <C> <S>
10.7 -- Agreement for Purchase of Stock dated as of September 26, 1988 by and among AMI, EPIC and various
subsidiaries of AMI, filed as Exhibit 2(a) to AMI's Current Report on Form 8-K dated October 14,
1988 and incorporated herein by reference.
10.8 -- Amended and Restated Stockholders' Agreement dated as of July 30, 1991 by and among the Fund,
GKHPL, First Plaza, MBLP, MIP and the other parties thereto, filed as Exhibit 10.39 to Amendment
No. 3 to Holdings' Registration Statement on Form S-1, Registration No. 33-41206, on July 26, 1991
and incorporated herein by reference.
10.9 -- Amended and Restated Registration Rights Agreement dated as of July 30, 1991 by and among
Holdings, the Fund, GKHPL, MBLP, MIP, the Bank Investor and the Management Purchasers, filed as
Exhibit 10.40 to Amendment No. 3 to Holdings' Registration Statement on Form S-1, Registration No.
33-41206, on July 26, 1991 and incorporated herein by reference.
10.10 -- American Medical Holdings, Inc. 1993 Employee Stock Purchase Plan, filed as Exhibit A to Holdings'
Proxy Statement dated January 13, 1993 (the "1993 Proxy") and incorporated herein by reference.
10.11 -- Amendments to Each of the Nonqualified Employee Stock Option Plan and the Nonqualified Performance
Stock Option Plan for Key Employees (Exhibits 10.12 and 10.13 below) filed as Exhibit D to AMI's
1993 Proxy and incorporated herein by reference.
10.12 -- Nonqualified Employee Stock Option Plan, filed as Exhibit A to Holdings' Proxy Statement dated as
of January 8, 1991 and incorporated herein by reference.
10.13 -- Nonqualified Performance Stock Option Plan for Key Employees, filed as Exhibit B to Holdings'
Proxy Statement dated as of January 8, 1991 and incorporated herein by reference.
10.14 -- Executive Deferred Compensation Plan filed as Exhibit 10.27 to Holdings' Registration Statement on
Form S-1 filed on June 17, 1991, Registration No. 33-41206, and incorporated herein by reference.
10.15 -- Supplemental Executive Retirement Plan filed as Exhibit 10.28 to Holdings' Registration Statement
on Form S-1 filed on June 17, 1991, Registration No. 33-41206, and incorporated herein by
reference.
10.16 -- Senior Executive Deferred Compensation Plan filed as Exhibit 10.29 to Holdings' Registration
Statement on Form S-1 filed on June 17, 1991, Registration No. 33-41206, and incorporated herein
by reference.
10.17 -- Letter of Understanding, between Holdings and Robert W. O'Leary, filed as Exhibit 10.30 to
Amendment No. 3 to Holdings' Registration Statement on Form S-1, filed on July 26, 1991,
Registration No. 33-41206, and incorporated herein by reference.
10.18 -- Letter of Understanding dated as of August 4, 1991 between AMI and Alan J. Chamison filed as
Exhibit 10.36 to AMI's Registration Statement on Form S-1, Registration No. 33-41206, filed
September 25, 1991 and incorporated herein by reference.
10.19 -- Agreement, dated as of March 7, 1990, among American Medical International, Inc. Healthcare
Holding Company and Generale De Sante International PLC, filed as Exhibit 10.36 to Amendment No. 3
to Holdings' Registration Statement on Form S-1, Registration No. 33-41206, filed on July 26, 1991
and incorporated herein by reference.
10.20 -- Acquisition Agreement, among AMI Information Systems Group, Inc., A.M. International and Klinik
Hirslanden AG, filed as Exhibit 10.37 to Amendment No. 3 to Holdings' Registration Statement on
Form S-1, Registration No. 33-41206, filed on July 26, 1991 and incorporated herein by reference.
</TABLE>
41
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- --------------------------------------------------------------------------------------------------
<C> <C> <S>
10.21 -- Asset Purchase and Sale Agreement, by and among Holdings, AMI, AMISUB (PSL), Inc., New H Acute,
Inc. New H PSL, Inc. and PSL HealthCare System, dated as of November 15, 1990, as amended, filed
as Exhibit 10.38 to Amendment No. 3 to Holdings' Registration Statement on Form S-1 filed on July
26, 1991 and incorporated herein by reference.
10.22 -- Exchange Agreement dated as of January 27, 1992 by and among EPIC Healthcare Group, Inc., EPIC
Holdings, Inc., EPIC Transaction Co., American Medical International, Inc., American Medical
(Central), Inc., American Information Systems Group, Inc., Brookwood Health Services, Inc., and
Lifemark Hospitals, Inc. filed as Exhibit 10.1 to Form 8-K filed on March 25, 1992 and
incorporated herein by reference.
10.23 -- Letter of Understanding between the Company and AMI and John T. Casey filed as Exhibit 10.31 to
Holdings' and AMI's Annual Report on Form 10-K for the fiscal year ended August 31, 1992 (the
"Annual Report") and incorporated herein by reference.
10.24 -- Letter of Understanding between the Company and AMI and O. Edwin French filed as Exhibit 10.32 to
the Annual Report and incorporated herein by reference.
10.25 -- Amendment to Letters of Understanding between the Company and AMI and each of Robert W. O'Leary,
Alan J. Chamison, John T. Casey, and O. Edwin French, filed as Exhibit 10.34 to the Annual Report
and incorporated herein by reference.
10.26 -- Letter of Understanding dated as of August 19, 1994, from Holdings to Terry Linn.
10.27 -- Letter of Understanding dated as of October 30, 1992 from AMI to Lawrence N. Kugelman.
10.28 -- Letter of Understanding dated as of June 1, 1990 from AMI to W. Randolph Smith.
10.29 -- Employment Agreement dated as of November 1, 1992 between AMI and Thomas J. Sabatino, Jr.
10.30 -- Amendment dated as of October 10, 1994 to Employment Agreement dated as of November 1, 1992
between AMI and Thomas J. Sabatino, Jr.
10.31 -- Letter of Understanding dated as of June 1, 1990 from Holdings to Michael N. Murdock.
10.32 -- Amendment dated as of October 10, 1994 to Employment Agreement dated as of June 1, 1990 from
Holdings' to Michael N. Murdock.
10.33 -- Letter of Understanding dated as of June 1, 1990 from Holdings to Bary G. Bailey.
10.34 -- Amendment dated October 10, 1994 to Employment Agreement dated as of June 1, 1990 from Holdings'
to Bary G. Bailey.
10.35 -- Loan Agreement dated as of July 14, 1993 between Holdings and John T. Casey.
10.36 -- Directors Retirement Plan.
10.37 -- Amendment dated as of October 10, 1994 to Directors Retirement Plan.
10.38 -- Supplemental Benefit Plan.
10.39 -- 1990 Supplemental Benefit Plan Amended and Restated Effective January 1, 1992.
10.40 -- Amendment dated as of December, 1992 to Employment Agreement dated as of October 30, 1992 between
Holdings and Lawrence N. Kugelman.
11 -- Statement re computations of per share earnings for the period ended August 31, 1994.
21.1 -- List of subsidiaries of Holdings filed as Exhibit 22 to Holdings' Registration Statement on Form
S-1 filed on June 17, 1991 and incorporated herein by reference.
21.2 -- List of subsidiaries of AMI filed as Exhibit 22 to the AMI Form S-1 and incorporated herein by
reference.
24 -- Powers of Attorney.
27.1 -- Financial Data Schedule of American Medical Holdings, Inc. for the year ended August 31, 1994.
27.2 -- Financial Data Schedule of American Medical International, Inc. for the year ended August 31,
1994.
</TABLE>
42
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information for American Medical
Holdings, Inc. extracted from Item 8, Financial Statements and Supplementary
Data and Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K of the Annual Report on Form 10-K for American Medical Holdings, Inc.
</LEGEND>
<CIK> 0000861439
<NAME> AMERICAN MEDICAL HOLDINGS, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1994
<PERIOD-START> SEP-01-1993
<PERIOD-END> AUG-31-1994
<CASH> 31,941
<SECURITIES> 0
<RECEIVABLES> 147,415
<ALLOWANCES> 98,622
<INVENTORY> 63,444
<CURRENT-ASSETS> 288,809
<PP&E> 1,971,396
<DEPRECIATION> 507,653
<TOTAL-ASSETS> 2,976,547
<CURRENT-LIABILITIES> 476,464
<BONDS> 1,141,674<F1>
<COMMON> 775
0
0
<OTHER-SE> 847,943
<TOTAL-LIABILITY-AND-EQUITY> 2,976,547
<SALES> 0
<TOTAL-REVENUES> 2,381,689
<CGS> 0
<TOTAL-COSTS> 2,055,483
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 165,539
<INTEREST-EXPENSE> 154,507
<INCOME-PRETAX> 241,027<F2>
<INCOME-TAX> (98,300)
<INCOME-CONTINUING> 139,020
<DISCONTINUED> 0
<EXTRAORDINARY> (1,909)<F3>
<CHANGES> 0
<NET-INCOME> 137,111
<EPS-PRIMARY> 1.73
<EPS-DILUTED> 1.73
<FN>
<F1>See Note 5 to the Consolidated Financial Statements for the year ended
August 31, 1994.
<F2>See Note 4 to the Consolidated Financial Statements for the year ended
August 31, 1994.
<F3>See Note 13 to the Consolidated Financial Statements for the year ended
August 31, 1994.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information for American Medical
International, Inc. extracted from Item 8, Financial Statements and
Supplementary Data and Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K of the Annual Report on Form 10-K for American Medical
International, Inc.
</LEGEND>
<CIK> 0000312655
<NAME> AMERICAN MEDICAL INTERNATIONAL, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1994
<PERIOD-START> SEP-01-1993
<PERIOD-END> AUG-31-1994
<CASH> 31,941
<SECURITIES> 0
<RECEIVABLES> 147,415
<ALLOWANCES> 98,622
<INVENTORY> 63,444
<CURRENT-ASSETS> 288,809
<PP&E> 1,971,396
<DEPRECIATION> 507,653
<TOTAL-ASSETS> 2,976,547
<CURRENT-LIABILITIES> 476,464
<BONDS> 1,141,674<F1>
<COMMON> 725
0
0
<OTHER-SE> 847,993
<TOTAL-LIABILITY-AND-EQUITY> 2,976,547
<SALES> 0
<TOTAL-REVENUES> 2,381,689
<CGS> 0
<TOTAL-COSTS> 2,055,483
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 165,539
<INTEREST-EXPENSE> 154,507
<INCOME-PRETAX> 241,027<F2>
<INCOME-TAX> (98,300)
<INCOME-CONTINUING> 139,020
<DISCONTINUED> 0
<EXTRAORDINARY> (1,909)<F3>
<CHANGES> 0
<NET-INCOME> 137,111
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>See Note 5 to the Consolidated Financial Statements for the year ended
August 31, 1994.
<F2>See Note 4 to the Consolidated Financial Statements for the year ended
August 31, 1994.
<F3>See Note 13 to the Consolidated Financial Statements for the year ended
August 31, 1994.
</FN>
</TABLE>
