SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 1997.
Commission file number: 0-11895
CONTINENTAL HEALTH AFFILIATES, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-2362097
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
910 Sylvan Avenue
Englewood Cliffs, N.J. 07632
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 567-4600
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
par value $.02
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of September 23, 1997 the aggregate market value of the voting stock held by
non-affiliates of the registrant was $17,598,098.
As of September 23, 1997, 10,127,151 shares of the registrant's common stock
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of definitive proxy statement to be filed not later than October
29, 1997.
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PART IV
Item 14. Exhibits, Financial Statements
Schedule, and Reports on Form 8-K
(a) Documents filed as part of this Report.
1. Financial Statements
Listed on Index to Consolidated Financial Statements and Financial
Statement Schedule.
2. Financial Statement Schedule
Listed on Index to Consolidated Financial Statements and Financial
Statement Schedule.
3. The following exhibits are filed with this Report or incorporated by
reference:
3(a) Certificate of Incorporation, as amended. (1)(6)
3(b) By-Laws, as amended. (1)
4(a) Specimen of Common Stock Certificate. (1)
4(b) Public Bond Issue Agreement dated as of May 31, 1985 with Banque
Gutzwiller, Kurz, Bungener S.A. as representative of a consortium of Swiss
financial institutions. (2)
4(c) Indenture dated as of September 4, 1986 relating to 14-1/8%
Subordinated Debentures due 1996. (3)
4(d) Supplemental Indenture No. 1 dated as of September 27, 1991. (10)
10(a) Agreement dated July 20, 1987 among Continental Teaneck Realty, Inc.,
Forest City Residential Development, Inc. and the Company. (4)
10(b) Certificate and Articles of Limited Partnership of CR Teaneck Limited
Partnership . (4)
10(c) Lease dated November 28, 1988 between Midlantic National bank,
Trustee, and Jayber, Inc. (5)
10(d) Lease dated November 28, 1988 between Midlantic National Bank,
Trustee, and Jayber, Inc. (5)
10(e) Lease dated December 28, 1998 between Midlantic National Bank & Trust
Company/Florida, Trustee, and P.V.M. Associates, Inc. (5)
10(f) 1989 Key Employees and Key Personnel Stock Option Plan. (6)
10(g) Indenture dated September 1, 1993 between the Company and American
Stock Transfer & Trust Company. (7)
10(h) Debenture Purchase Agreement dated September 7, 1993 between the
Company and USLIFE Income Fund, Inc. (7)
10(i) Debenture Purchase Agreement dated September 7, 1993 between the
Company and The United States Life Insurance Company in the City of New York.
(7)
10(j) Option Agreement dated October 13, 1993 between the Company and Carl
D. Glickman. (7)
10(k) Bond Purchase Agreement dated October 27, 1993 among the Company,
Andrew J. McLaughlin, jr. and Gerald T. McLaughlin. (7)
10(l) Debenture Purchase Agreement dated October 27, 1993 among the
Company, Andrew J. McLaughlin, Jr. and Gerald T. McLaughlin. (7)
10(m) Restatement Modification and Extension of Loan Agreement and Note
dated as of July 13, 1993 between Barclays Bank, N.A. and the Company. (7)
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10(n) Mutual Release dated March 16, 1994 between Barclays Bank, N.A., the
Company, Senior Care Foundation and the Company's Subsidiaries. (8)
10(o) Unconditional and Continuing Guaranty dated as of March 16, 1994 from
the Company and Continental Norwood, Inc. to Health Care REIT, Inc. (8)
10(p) Mortgage Note dated March 16, 1994 from Senior Care Foundation to
Continental Norwood Holdings, Inc. (8)
10(q) Mortgage dated march 16, 1994 from Senior Care of Continental Norwood
Holdings, Inc. (8)
10(r) Intercreditor Subordination agreement dated as of March 16,1 994
between Health Care REIT, Inc., Company, Continental Norwood, Inc., and
Continental Norwood Holdings, Inc. (8)
10(s) Management Agreement dated as of January 1, 1994 between Senior Care
Foundation and Continental Norwood, Inc. (8)
10(t) Distribution Agreement between Infu-Tech, Inc. and Genzyme
Corporation dated November 11, 1994.
10(u) Key Employees and Key Personnel Stock Option Plan.
11 Calculation of Earnings Per Share.
13 1994 Annual Report to Stockholders - to be furnished by amendment - that
report, except for any portions which are expressly incorporated by reference in
this filing, is not to be deemed "filed" as part of this filing.
21 List of Subsidiaries
(b) Reports on Form 8-K filed during the quarter ended December 31, 1994.
None
(c) The exhibits to this Report are listed in item 14(a)3.
(d) The financial statement schedule required by Regulation S-X which is
excluded from the annual Report to Stockholders by Rule 14a-3(b)(1) is listed in
Item 14(a)(2).
FOOTNOTES
(1) Incorporated by reference to Registration Statement No. 2-81823.
(2) Incorporated by reference to Registration Statement No. 33-611
(3) Incorporated by reference to Registration Statement No. 33-6341
(4) Incorporated by reference to Report on Form 10-K for the year ended
December 31, 1987.
(5) Incorporated by reference to Report on Form 10-K for the year ended
December 31, 1988.
(6) Incorporated by reference to definitive proxy statement dated July 13,
1989.
(7) Incorporated by reference to Registration Statements Nos. 33-74474 and
33-7476.
(8) Incorporated by reference to Report on Form 10-K for the year ended
December 31, 1993.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Amended Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
CONTINENTAL HEALTH AFFILIATES, INC.
Date: October 3, 1997
By: /S/ S. COLIN NEILL
----------------
Vice President and Chief Financial Officer
CONTINENTAL HEALTH AFFILIATES, INC.
AND SUBSIDIARIES
Exhibit 21
List of Subsidiaries
The following are the subsidiaries of Continental Health Affiliates, Inc.
("Continental" or the "Company").
A) Alternative Care, Inc. (a Massachusetts corporation).
B) TNS Nur-Temps, Inc. (a New York corporation).
C) Temporary Nursing Services of California, Inc. (a California corporation).
D) Temporary Nursing Services of Florida, Inc. (a Florida corporation).
E) Temporary Nursing Services of Philadelphia, Inc. (a Pennsylvania
corporation).
F) Temporary Nursing Services of Kansas, Inc. (a Kansas corporation).
G) Temporary Nursing Services of Texas, Inc. (a Texas corporation).
H) Infu-Tech, Inc. (a Delaware corporation).
1) Infu-Tech, Inc. (a New Jersey corporation) (formerly Temporary
Nursing Services, Inc.).
2) Infu-Tech of Florida, Inc. (a Florida corporation).
3) Infu-Tech of Illinois, Inc. (a Illinois corporation).
4) Infu-Tech of Massachusetts, Inc. (a Massachusetts corporation).
5) Infu-Tech of New York, Inc. (a New York corporation).
6) Infu-Tech of Tennessee, Inc. (a Tennessee corporation).
7) Intrx Medical, Inc. (a New Jersey corporation).
I) TNS Nursing Homes, Inc. (a Delaware corporation).
1) Jayber Inc. (a New Jersey corporation).
2) Pompton Avenue Associates, Inc. (a New Jersey corporation).
3) Cape May Care Center, Inc. (a New Jersey corporation).
4) Hilltop Care Center, Inc. (a New Jersey corporation).
5) P.V.M. Associates, Inc. (a Florida corporation).
6) Continental Beachview, Inc. (a New Jersey corporation).
7) Continental Beachview Realty, Inc. (a New Jersey corporation).
8) Continental Norwood, Inc. (a New Jersey corporation).
9) Continental Norwood Holdings, Inc. (a New Jersey corporation).
10) TNS Nursing Homes of Pennsylvania, Inc. (a Pennsylvania
corporation).
11) Continental Teaneck Realty, Inc. (a New Jersey corporation).
12) Continental Riverview, Inc. (a New Jersey corporation).
J) Continental Media, Inc. (a Delaware corporation).
K) Continental Home Care, Inc. (a New Jersey corporation).
1) Marketech, Inc. (a Delaware corporation).
L) TNS Certified Home Health Care Corp. (a New York corporation).
M) Mid-South Comprehensive Home Health and Hospice, Inc. (a Tennessee
corporation).
N) Mid-South Staffing Services, Inc. (a Tennessee corporation).
O) Continental Florida Management, Inc. (a Delaware corporation).
P) TNS Home Life Support Systems, Inc. (a New Jersey corporation).
Q) CH Acquisition, Inc. (a Delaware corporation).
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R) Compremedx Corporation (a Delaware corporation) (formerly Compremedx
Cancer Centers Corporation).
1) Medparc Development Corp. (a New Jersey corporation).
2) Compremedx Medical Management, Inc. (a New Jersey corporation).
3) Continental Property Management Corp. (a New Jersey corporation).
4) Continental Nutrition Corp. (an Ohio corporation).
5) Compremedx Case Management, Inc.(a Delaware corporation)(formerly
Compremedx, Inc.).
6) Compremedx Rehabilitation Services, Inc. (a New Jersey
corporation).
S) First American Norwood, Inc. (a New Jersey corporation).
T) Cambridge Home Health Care (a Delaware corporation).
U) Continental Pharmaceuticals International, Inc. (a Delaware corporation)
(formerly known as
Continental Sana International, Inc.)
V) Continental Pharmaceuticals, Inc. (a Delaware corporation).
