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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 31, 1997.
GRAHAM-FIELD HEALTH PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0 8801 NY 11 2578230
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
400 Rabro Drive East, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 582-5900
Not Applicable
(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 30, 1997, Graham-Field Health Products, Inc., a
Delaware corporation (the "Company"), acquired Fuqua Enterprises, Inc., a
Delaware corporation ("Fuqua"), pursuant to the terms and provisions of the
Agreement and Plan of Merger dated as of September 5, 1997 and amended as of
September 29, 1997, by and among the Company, Fuqua and GFHP Acquisition Corp.,
a Delaware corporation and a wholly-owned subsidiary of the Company ("Sub").
Under the terms of the Merger Agreement, Sub was merged with and into Fuqua with
Fuqua to continue as the surviving corporation wholly-owned by the Company (the
"Merger").
In the Merger, each share of Fuqua's common stock, par value
$2.50 per share (the "Fuqua Common Stock"), other than shares of Fuqua Common
Stock canceled pursuant to the Merger Agreement, was converted into the right to
receive 2.1 shares of common stock, par value $.025 per share, of the Company
(the "Company Common Stock"). There were 4,482,709 shares of Fuqua Common Stock
outstanding on December 30, 1997.
In connection with the Merger, the Company entered into a
Stockholders Agreement dated as of September 5, 1997, by and among the Company,
BIL (Far East Holdings) Limited, BIL Securities (Offshore) Ltd., and certain
members of the Fuqua Family, pursuant to which, among other things, the Fuqua
Family will have the right to designate one (1) member to the Company's Board of
Directors. J. Rex Fuqua, the former Chairman of the Board of Directors of Fuqua,
will become a member of the Company's Board of Directors.
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ITEM 5. OTHER MATTERS.
In addition, on December 30, 1997, the stockholders of the
Company approved an increase in the number of shares available for the granting
of options under the Company's Incentive Program, as amended, by 1,500,000.
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ITEM 7. FINANCIAL STATEMENTS PRO-FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) FINANCIAL STATEMENTS*:
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(a)(1) FUQUA ENTERPRISES, INC.
AUDITED CONSOLIDATED FINANCIAL STATEMENTS:
Report of Independent Auditors................................ *
Consolidated balance sheets --
December 31, 1996 and 1995........................... *
Consolidated statements of income --
December 31, 1996, 1995 and 1994..................... *
Consolidated statements of cash flows --
December 31, 1996, 1995 and 1994..................... *
Consolidated statements of stockholders' equity --
December 31, 1996, 1995 and 1994..................... *
Notes to consolidated financial statements.................... *
Summary of quarterly data (unaudited)......................... *
Schedule II -- Valuation and qualifying accounts.............. *
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Condensed consolidated balance sheets --
September 30, 1997 and December 31, 1996............. *
Condensed consolidated statements of income - for three
months and nine months ended
September 30, 1997 and September 30, 1996............ *
Condensed consolidated statements of cash
flows -- for three months and nine
months ended September 30, 1997 and
September 30, 1996................................... *
Notes to unaudited consolidated financial statements.......... *
(a)(2) LUMEX DIVISION OF LUMEX, INC.
Report of Independent Auditors................................ *
Balance sheets -- March 31, 1996,
December 31, 1995 and 1994........................... *
Statements of operations -- three months ended
March 31, 1996 and years ended December 31, 1995,
1994 and 1993........................................ *
Statements of cash flows -- three months ended
March 31, 1996 and years ended
December 31, 1995, 1994 and 1993..................... *
Notes to financial statements -- three months ended
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* Such items were previously furnished to the Securities and
Exchange Commission on December 19, 1997 as part of the
Company's Registration Statement on Form S-4 (Registration
Statement No. 333-42561).
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March 31, 1996 and years ended
December 31, 1995, 1994 and 1993..................... *
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(b) PRO-FORMA FINANCIAL INFORMATION AND INTERIM
FINANCIAL STATEMENTS.
(b)(1) PRO-FORMA FINANCIAL INFORMATION*
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* Such items were previously furnished to the Securities and Exchange
Commission on December 19, 1997 as part of the Company's Registration
Statement on Form S-4 (Registration Statement No. 333-42561).
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(c) EXHIBIT NO. DESCRIPTION
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2(a) Agreement and Plan of Merger dated as 1
of September 5, 1997, and amended as
of September 29, 1997, by and among
Graham-Field Health Products, Inc.
(the "Company"), GFHP Acquisition
Corp. ("Sub"), and Fuqua Enterprises,
Inc. ("Fuqua").
4(a) Stockholders Agreement dated as of 2
September 5, 1997, by and among the
Company, BIL, Irwin Selinger and the
Fuqua Stockholders.
4(b) Voting Agreement dated as of 3
September 5, 1997, by and between the
Company and Gene J. Minotto.
4(c) Registration Rights Agreement dated 4
as of September 5, 1997, by and among
the Company and the Fuqua
Stockholders.
4(d) Registration Rights Agreement dated 5
as of November 25, 1997, by and among
the Company, Minotto Partners, L.P.
and Gene J. Minotto.
4(e) Non-Competition Agreement dated as of 6
September 5, 1997, by and among the
Company, GFHP Acquisition Corp., J.B.
Fuqua, and J. Rex Fuqua.
99(a) Press Release, dated December 30,
1997.
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1. Previously filed on December 19, 1997 with the Securities and Exchange
Commission (the "SEC") as Annex A to the Company's Registration
Statement on Form S-4 (Registration Statement No. 333-42561).
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2. Previously filed December 19, 1997 with the SEC as Annex B to the
Company's Registration Statement on Form S-4 (Registration Statement
No. 333-42561).
3. Previously filed December 19, 1997 with the SEC as Annex C to the
Company's Registration Statement on Form S-4 (Registration Statement
No. 333-42561).
4. Previously filed December 19, 1997 with the SEC as Annex D to the
Company's Registration Statement on Form S-4 (Registration Statement
No. 333-42561).
5. Previously filed December 19, 1997 with the SEC as Annex E to the
Company's Registration Statement on Form S-4 (Registration Statement
No. 333-42561).
6. Previously filed December 19, 1997 with the SEC as Annex F to the
Company's Registration Statement on Form S-4 (Registration Statement
No. 333-42561).
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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.
GRAHAM-FIELD HEALTH PRODUCTS, INC.
Date: December 31, 1997 By: /s/ Richard S. Kolodny
------------------------------------------
Name: Richard S. Kolodny
Title: Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
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ITEM NO. DESCRIPTION
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2(a) Agreement and Plan of Merger dated as 1
of September 5, 1997, and amended as
of September 29, 1997, by and among
Graham-Field Health Products, Inc.
(the "Company"), GFHP Acquisition
Corp. ("Sub") and Fuqua Enterprises,
Inc. ("Fuqua").
4(a) Stockholders Agreement, dated as of 2
September 5, 1997, among the Company,
BIL, Irwin Selinger and the Fuqua
Stockholders.
4(b) Voting Agreement, dated as of 3
September 5, 1997, by and between the
Company and Gene J. Minotto.
4(c) Registration Rights Agreement dated 4
as of September 5, 1997, by and among
the Company and the Fuqua
Stockholders.
4(d) Registration Rights Agreement dated 5
as of November 25, 1997, by and among
the Company, Minotto Partners, L.P.
and Gene J. Minotto.
4(e) Non-Competition Agreement dated as of 6
September 5, 1997, by and among the
Company, GFHP Acquisition Corp., J.B.
Fuqua, and J. Rex Fuqua.
99(a) Press Release, dated December 30,
1997.
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1. Previously filed on December 19, 1997 with the Securities and Exchange
Commission (the "SEC") as Annex A to the Company's Registration
Statement on Form S-4 (Registration Statement No. 333-42561).
2. Previously filed December 19, 1997 with the SEC as Annex B to the
Company's Registration Statement on Form S-4 (Registration Statement
No. 333-42561).
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3. Previously filed December 19, 1997 with the SEC as Annex C to the
Company's Registration Statement on Form S-4 (Registration Statement
No. 333-42561).
4. Previously filed December 19, 1997 with the SEC as Annex D to the
Company's Registration Statement on Form S-4 (Registration Statement
No. 333-42561).
5. Previously filed December 19, 1997 with the SEC as Annex E to the
Company's Registration Statement on Form S-4 (Registration Statement
No. 333-42561).
6. Previously filed December 19, 1997 with the SEC as Annex F to the
Company's Registration Statement on Form S-4 (Registration Statement
No. 333-42561).
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FOR IMMEDIATE RELEASE Contacts: Richard S. Kolodny
Vice President,
GRAHAM-FIELD HEALTH PRODUCTS, INC. General Counsel
400 RABRO DRIVE EAST Gary M. Jacobs
Vice President, Finance
HAUPPAUGE, NEW YORK 11788 Chief Financial Officer
(516) 582-5900
GRAHAM-FIELD HEALTH PRODUCTS, INC.
ACQUIRES FUQUA ENTERPRISES, INC. AND
INCREASES CREDIT LINE WITH
IBJ SCHRODER BUSINESS CREDIT CORP.
HAUPPAUGE, NEW YORK, December 31, 1997--Graham-Field Health Products, Inc.
(NYSE-GFI), a manufacturer and supplier of healthcare products, announced that
it has acquired Fuqua Enterprises, Inc. under the terms of the Agreement and
Plan of Merger dated as of September 5, 1997 and amended as of September 29,
1997. As a result of the merger, Fuqua has become a wholly-owned subsidiary of
Graham-Field. Stockholders of Fuqua will receive 2.1 shares of Graham-Field
common stock in a tax-free exchange for each share of common stock of Fuqua.
Immediately prior to the merger, there were 4,482,709 shares of Fuqua common
stock outstanding.
The merger will position Graham-Field as one of the leading suppliers of durable
medical products in the healthcare industry. Graham-Field's distribution network
and advanced
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technology systems will provide significant growth opportunities for Fuqua's
proven manufacturing capabilities and well-established product lines. With a
long history of providing customers with quality healthcare products, Basic
American, Lumex and Prism are established brands representing leading names to
long-term, home health and acute care customers. Fuqua is among the leading
suppliers of many of its product lines, including long-term care medical beds,
specialty seating products, bathroom safety products, obstetrical vacuum pumps
and heat and cold packs. Basic American is one of the leading single source
providers of patient room furnishings to long-term and extended care facilities
in the United States. Integration and cross-selling opportunities will present
significant growth opportunities for Graham-Field. Graham-Field will be able to
use existing Fuqua relationships to cross-sell products to nursing home
customers, a virtually untapped marketplace for Graham-Field.
As part of the merger, Graham-Field will also be acquiring Irving Tanning
Company, a subsidiary of Fuqua with revenues of approximately $135 million.
While Irving Tanning is an excellent company with a strong management team, it
does not fit into the long-term strategic business plans of Graham-Field.
Graham-Field will treat Irving Tanning as an asset held for sale and will not
consolidate its revenues or earnings going forward.
According to Irwin Selinger, Chairman of the Board and Chief Executive Officer
of Graham-Field, "the strategic combination of Graham-Field and Fuqua will
position the combined enterprise as a leading provider of durable medical
equipment products by significantly expanding our presence with long-term care
customers and solidifying our strong position in the home healthcare industry.
The acquisition is accretive to earnings and strengthens our balance sheet.
Equally important, there are a variety of synergies that will reduce costs and
help us service our customers even more efficiently."
J. Rex Fuqua, the Chairman of the Board of Fuqua, stated that "we believe that
the combination of these two companies will prove to be of major benefit to our
stockholders. The healthcare
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industry is rapidly consolidating and customers are seeking providers that can
supply all their medical equipment and supply needs from one source. This
combination creates a stronger and more formidable company which will be
positioned to capitalize on the growth opportunities and the rapidly changing
healthcare industry." Mr. Fuqua will join the Board of Directors of Graham-Field
following completion of the merger.
Graham-Field also announced that it has increased its credit line from
$75,000,000 to $100,000,000 under its Senior Secured Revolving Credit Facility
with IBJ Schroder Business Credit Corp. Under the terms of the Credit Facility,
borrowings will bear interest at the bank's prime rate or 1.625% above LIBOR,
representing a decrease in Graham-Field's borrowing rate of approximately .625%.
The increase in available borrowings under the Credit Facility will be used to
refinance certain indebtedness of Fuqua, provide for the nationwide roll-out of
the Graham-Field Express Program and for the ongoing working capital needs of
Graham-Field. The Credit Facility will continue to be secured by the assets of
Graham-Field, as well as secured by the assets of the medical product operations
of Fuqua.
Irwin Selinger, Chairman of the Board and Chief Executive Officer, stated "the
increase in available borrowings under the Credit Facility will enable us to
grow our existing revenue base, and expand our Graham-Field Express Program to
additional locations throughout the United States. We are pleased with the
decrease in our borrowing rate, which reflects the strength of our balance sheet
and our record revenue and earnings growth during 1997."
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Graham-Field manufactures, markets and distributes more than 30,000 healthcare
products for hospital, physician and home use to approximately 18,500 home
healthcare, physician, hospital supply and pharmaceutical distributors,
retailers and wholesalers.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. This press release contains forward-looking
statements based on current expectations that could be affected by the risks and
uncertainties involved in Graham-Field's business. These risks and uncertainties
include, but are not limited to, the effect of economic and market conditions,
the impact of the consolidation of health care practitioners, the impact of
health care reform, opportunities for acquisitions and Graham-Field's ability to
effectively integrate acquired companies, the acceptance and quality of software
products, acceptance and ability to manage operations in foreign markets,
possible disruptions in Graham-Field's computer systems or telephone systems,
possible increases in shipping rates or interruptions in shipping service, the
level and volatility of interest rates and currency values, the impact of
current or pending legislation and regulation, as well as the risks described
from time to time in Graham-Field's reports to the Securities and Exchange
Commission, which include Graham-Field's Annual Report on Form 10-K/A for the
year ended December 31, 1996 and Graham-Field's Registration Statement on Form
S-4 dated as of December 19, 1997. Subsequent written or oral statements
attributable to Graham-Field or persons acting on its behalf are expressly
qualified in their entirety by the cautionary statements in this press release
and those in Graham-Field's reports previously filed with the Securities and
Exchange Commission.
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