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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 27, 1999.
GRAHAM-FIELD HEALTH PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-8801 NY 11-2578230
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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81 Spence Street, Bay Shore, New York 11706
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (631) 273-2200
400 Rabro Drive East, Hauppauge, New York 11788
(Former name or former address, if changed since last report.)
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Item 3. Bankruptcy or Receivership.
On December 27, 1999, Graham-Field Health Products, Inc.
("Graham-Field") and twenty-four of its subsidiaries each filed a voluntary
petition for relief under chapter 11 of title 11 of the United States Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the District of
Delaware. The chapter 11 cases are being administered under the case name In re
Graham-Field Health Products, Inc., a Delaware Corporation, et al., Case No.
99-4457 (MFW) (Jointly Administered). The Honorable Mary F. Walrath, United
States Bankruptcy Judge, will preside over the chapter 11 cases.
Graham-Field and its subsidiaries continue to operate their
businesses as debtors in possession in such cases and have received interim
approval from the Bankruptcy Court for debtor-in-possession financing.
A copy of the voluntary petition filed by Graham-Field is
attached hereto as Exhibit 2.1, and is incorporated herein by reference. A copy
of the press release related to the filings, made on December 27, 1999, is
attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Item 5. Other Events
As disclosed in the press release attached as Exhibit 99.1,
on December 27, 1999, Graham-Field announced the appointment of David A. Hilton
as Chief Executive Officer of Graham-Field and each of its subsidiaries,
subject to the terms and conditions of Mr. Hilton's employment agreement.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits:
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2.1 Voluntary Petition filed by Graham-Field Health Products,
Inc., filed December 27, 1999.
99.1 Press Release of Graham-Field Health Products, Inc., issued
December 27, 1999.
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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: January 10, 2000 By: /s/ David A. Hilton
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Name: David A. Hilton
Title: Chief Executive Officer
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EXHIBIT INDEX
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ITEM NO. DESCRIPTION
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2.1 Voluntary Petition filed by Graham-Field Health Products,
Inc., filed December 27, 1999.
99.1 Press Release of Graham-Field Health Products, Inc., issued
December 27, 1999.
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UNITED STATES BANKRUPTCY COURT VOLUNTARY PETITION
DISTRICT OF DELAWARE
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Name of Debtor (if individual, enter Last, First, Middle): Name of Joint Debtor (Spouse) (Last, First, Middle):
GRAHAM-FIELD HEALTH PRODUCTS, INC. NONE
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All Other Names used by the Debtor in the last 6 years All Other Names used by the Joint Debtor in the last 6 years
(includes married, maiden, and trade names): (includes married, maiden, and trade names):
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Soc. Sec./Tax I.D. No. (if more than one, state all): Soc. Sec./Tax I.D. No. (if more than one, state all):
11-2578230
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Street Address of Debtor Street Address of Joint Debtor
(No. & Street, City, State & Zip Code): (No. & Street, City, State & Zip Code):
81 SPENCE STREET
BAY SHORE, NY 11706
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County of Residence or of the Principal Place of Business: County of Residence or of the Principal Place of Business:
SUFFOLK, NY
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Mailing Address of Debtor Mailing Address of Joint Debtor
(if different from street address): (if different from street address):
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Location of Principal Assets of Business Debtor (if different from street address above):
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INFORMATION REGARDING THE DEBTOR (CHECK THE APPLICABLE BOXES)
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Venue (Check any applicable box)
/X/ Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180
days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District.
/ / There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in this District.
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Type of debtor (Check all boxes that apply) Chapter or Section of Bankruptcy Code Under Which
the Petition is Filed (Check one box)
/ / Individual(s) / / Railroad / / Chapter 7 /x/ Chapter 11 / / Chapter 13
/x/ Corporation / / Stockbroker / / Chapter 9 / / Chapter 12
/ / Partnership / / Commodity Broker / / Sec. 304 - Case ancillary to foreign proceeding
/ / Other ________________
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Nature of Debts (Check one box) Filing Fee (Check one box)
/ / Consumer/Non-business /x/ Business /x/ Full Filing Fee attached
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Chapter 11 Small Business (Check all boxes that apply) / / Filing Fee to be paid in installments (Applicable to
/ / Debtor is a small business as defined in 11 U.S.C. Section 101 individuals only). Must attach signed application for the
/ / Debtor is and elects to be considered a small business court's consideration certifying that the debtor is
under 11 U.S.C. Section 1121(c) (Optional) unable to pay fee except in installments. Rule 1006(b).
See Official Form No. 3.
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Statistical/Administrative Information (Estimates only)
/x/ Debtor estimates that funds will be available for distribution to unsecured creditors.
/ / Debtor estimates that after any exempt property is excluded and administrative expenses
paid, there will be no funds available for distribution to unsecured creditors.
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1-15 16-49 50-99 100-199 200-999 1000-over
Estimated Number of Creditors / / / / / / / / / / /x/ FILED / RECEIVED
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Estimated Assets 1999 DEC 27 P 3:00
$0 to $50,001 to $100,001 to $500,001 to
$50,000 $100,000 $500,000 $1 million CLERK
/ / / / / / / / US BANKRUPTCY COURT
DISTRICT OF DELAWARE
$1,000,001 to $10,000,001 to $50,000,001 to More than
$10 million $50 million $100 million $100 million
/ / / / / / /x/
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Estimated Debts
$0 to $50,001 to $100,001 to $500,001 to
$50,000 $100,000 $500,000 $1 million
/ / / / / / / /
$1,000,001 to $10,000,001 to $50,000,001 to More than
$10 million $50 million $100 million $100 million
/ / / / / / /x/
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VOLUNTARY PETITION Name of Debtor(s): Page 2
(This page must be completed and filed in every case) GRAHAM-FIELD HEALTH PRODUCTS, INC.
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Prior Bankruptcy Case Filed Within Last 6 Years (If more than one, attach additional sheets)
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Location Case Number: Date Filed:
Where Filed: NONE
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Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this Debtor (If more than one, attach additional sheet)
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Name of Debtor, SEE ATTACHMENT A Case Number: Date Filed:
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District: Relationship: Judge:
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SIGNATURES
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Signature(s) of Debtor(s) (Individual/Joint) Signature of Debtor (Corporation/Partnership)
I declare under penalty of perjury that the information I declare under penalty of perjury that the information provided in
provided in this petition is true and correct. this petition is true and correct, and that I have been authorized
(If petitioner is an individual whose debts are primarily to file this petition on behalf of the debtor.
consumer debts and has chosen to file under chapter 7) I
am aware that I may proceed under chapter 7, 11, 12 or 13 The debtor requests relief in accordance with the chapter of
of title 11, United States Code, understand the relief title 11, United States Code, specified in this petition.
available under each such chapter, and choose to proceed
under chapter 7.
I request relief in accordance with the chapter of title 11, X /s/ Thomas J. Opladen
United States Code, specified in this petition. ------------------------------------------------------------
Signature of Authorized Individual
X Not Applicable Thomas J. Opladen
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Signature of Debtor Printed Name of Authorized Individual
Chief Executive Officer
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X Not Applicable Title of Authorized Individual
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Signature of Joint Debtor December 27, 1999
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Date
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Telephone Number (if not represented by attorney)
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Date
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Signature of Attorney Signature of Non-Attorney Petition Preparer
X /s/ S. David Peress
------------------------------------------------------ I certify that I am a bankruptcy petition preparer as defined in
Signature of Attorney for Debtor(s) 11 U.S.C. Section 110, that I prepared this document for
compensation, and that I have provided the debtor with a copy of
Printed Name of Attorney for Debtor(s) this document.
SEE ATTACHMENT B
------------------------------------------------------ NOT APPLICABLE
Firm Name --------------------------------------------------------------
Printed Name of Bankruptcy Petition Preparer
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Address --------------------------------------------------------------
Social Security Number
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Telephone Number Address
12-27-99
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Date
------------------------------------------------------ Names and Social Security numbers of all other individuals who
Exhibit A prepared or assisted in preparing this document:
(To be completed if debtor is required to file periodic
reports (e.g. forms 10K and 10Q) with the Securities If more than one person prepared this document, attach additional
and Exchange Commission pursuant to Section 13 or 15(d) shares conforming to the appropriate official form for each
of the Securities Exchange Act of 1934 and is requesting person.
relief under chapter 11).
/X/ Exhibit A is attached and made a part of this petition.
X
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Exhibit B Signature of Bankruptcy Petition Preparer
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Date
(To be completed if debtor is an individual whose debts
are primarily consumer debts) 1. the attorney for the
petitioner named in the foregoing petition, declare that I
have informed the petitioner that [he or she] may proceed A bankruptcy petition preparer's failure to comply with the
under chapter 7, 11, 12, or 13 of title 11, United States provisions of title 11 and the Federal Rules of Bankruptcy
Code, and have explained the relief available under each Procedure may result in fines or imprisonment or both 11 U.S.C.
such chapter. Section 110; 18 U.S.C. Section 156.
X
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Signature of Attorney for Debtor(s) Date
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UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
In re Graham-Field Health Products, Inc., Case No.
Debtor
Chapter 11
EXHIBIT "A" TO VOLUNTARY PETITION
1. If any of the debtor's securities are registered under Section 12 of the
Securities Exchange Act of 1934, the SEC file number is 1-8801.
2. The following financial data is the latest available information and refers
to the debtor's condition on September 30, 1999.
a. Total assets $182,112,000.00 (excluding
goodwill of $201,851,000.00)
b. Total debts (including debts listed in 2.c. below) $201,152,000.00
Approximate
number of
holders
c. Debt securities held by more than 500 holders. None n/a
d. Number of shares of preferred stock 9,136 1
e. Number of shares of common stock 31,526,000 850
Comments, if any:
3. Brief description of debtor's business; Graham-Field Health Products, Inc.
is a manufacturer and distributor of healthcare products targeting the home
healthcare, medical/surgical, rehabilitation and long term care markets in
North America, Europe, Central and South America, and Asia.
4. List the names of any person who directly or indirectly owns, controls, or
holds, with power to vote, 5% or more of the voting securities of debtor:
Brierley Investments, Ltd.
J.B. Fuqua
J. Rex Fuqua
Dimensional Fund Advisors
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UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE
Case No.
Chapter 11
ATTACHMENT A TO VOLUNTARY PETITION IN CHAPTER 11 CASE
The following affiliated entities, one of which is the Debtor herein, are
filing voluntary chapter 11 bankruptcy petitions in this District
simultaneously:
1. Graham-Field Health Products, Inc.
2. Everest & Jennings, Inc.
3. Health Care Wholesalers, Inc.
4. LaBac Systems, Inc.
5. Graham-Field, Inc.
6. Basic American Medical Products, Inc.
7. Lumex Medical Products, Inc.
8. MUL Acquisition Corp. II
9. Everest & Jennings Canadian Limited
10. Everest & Jennings International Ltd.
11. Medical Supplies of America, Inc.
12. Rabson Medical Sales Ltd.
13. Graham-Field Bandage, Inc.
14. Graham-Field Express (Puerto Rico), Inc.
15. Lumex/Basic American Holdings, Inc.
16. Everest & Jennings de Mexico, S.A. de C.V.
17. Graham-Field Temco, Inc.
18. Graham-Field Express (Dallas), Inc.
19. Smith & Davis Manufacturing Company
20. Kuschall of America, Inc.
21. Lumex Sales and Distribution Co., Inc.
22. Basic American Sales and Distribution Co., Inc.
23. Graham-Field Distribution, Inc.
24. H C Wholesalers, Inc.
25. Critical Care Associates, Inc.
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ATTACHMENT B TO VOLUNTARY PETITION IN CHAPTER 11 CASE
YOUNG CONAWAY STARGATT & TAYLOR, LLP
S. David Peress (No. 2679)
Pauline K. Morgan (No. 3650)
M. Blake Cleary (No. 3614)
11th Floor, Rodney Square North
P.O. Box 391
Wilmington, D.E. 19899-0391
(302) 571-6600
-and
GIBSON, DUNN & CRUTCHER LLP
D.J. Baker
David P. Simonds
200 Park Avenue
New York, New York 10166
(212) 351-4000
Co-Counsel for the Debtors and Debtors in Possession
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Graham-Field Health Products, Inc.
Contact: Joseph W. McDonnell
Broadgate Consultants
212-232-2222
FOR IMMEDIATE RELEASE
GRAHAM-FIELD HEALTH PRODUCTS TO VOLUNTARILY REORGANIZE UNDER CHAPTER 11
COMPANY OBTAINS DEBTOR-IN-POSSESSION BANK FINANCING FOR $38.75 MILLION
NEW CHIEF EXECUTIVE OFFICER NAMED
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BAY SHORE, NEW YORK, December 27, 1999 - Graham-Field Health Products, Inc.
(OTCBB-GFIH), today announced that the Company and certain of its subsidiaries
filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code
in the District of Delaware. Prism Enterprises, a Graham-Field subsidiary in San
Antonio, Texas, did not file a petition for bankruptcy.
The Company also announced that, as a result of the filings, it has
been able to secure a commitment for a Debtor-in-Possession (DIP) credit
facility for up to $38.75 million. The financial institutions providing the
credit facility include IBJ Whitehall Business Credit Corporation, Deutsche
Financial Services Corporation, PNC Bank, NA and National City Commercial
Finance, Inc. The DIP facility, which is expected to receive preliminary court
approval tomorrow, will provide the Company with the liquidity to pay its
suppliers for post-petition goods and services, and to pay employees without
disruption. The Company anticipates that the DIP facility will provide
sufficient liquidity to carry it through the completion of its debt
restructuring.
"We have the financing in place to continue to operate the business,"
said Mr. Thomas J. Opladen, Chairman of the Graham-Field Board of Directors.
"Today's filing will have no effect on our ability to manufacture or distribute
our products. For our customers
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and suppliers, the filing will make it easier to do business with the Company,"
said Mr. Opladen.
The Company also today announced the appointment of David A. Hilton as
President and Chief Executive Officer. Mr. Hilton specializes in start-up and
turnaround enterprises. Most recently, he turned around J.E. Morgan Knitting
Mills, the largest manufacturer of thermal underwear in the country.
Mr. Hilton replaces John G. McGregor, who resigned. The Company also
announced that Robert J. Gluck, its Chief Financial Officer, resigned his
position and that a search would be conducted for his replacement. Both Mr.
McGregor and Mr. Gluck are members of the professional management firm of Jay
Alix and Associates, which will provide a smooth management transition.
As part of the filing, the Company will request from the court various
measures to provide for the effective operation of the Company. These include
measures to assure that the filing will have no effect on the payment of
salaries, wages and benefits to the Company's employees. The Company will also
request approval of a program to retain key personnel.
To assist the Company in executing its restructuring strategies, the
Company has retained the firm of Rothschild Inc. to provide investment-banking
services.
Graham-Field Health Products, Inc., headquartered in Bay Shore, New
York, manufactures, markets and distributes medical, surgical and a wide range
of other healthcare products into the home healthcare and medical/surgical
markets.
Any statement contained in this release that is not a historical fact,
or that might otherwise be considered an opinion or projection concerning the
Company or its business, whether expressed or implied, is meant as and should be
considered a forward-looking statement as that term is defined in the Private
Securities Litigation Reform Act of 1996. Such statements are subject to risk
and uncertainty that exist in the operations of the Company and the business
environment that could render actual outcomes and results
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materially different from those predicted, as well as the risks described from
time to time in the Company's reports to the Securities and Exchange Commission,
which include Graham-Field's Annual Report on Form 10-K for the year ended
December 31, 1998 and Graham-Field's Registration Statement on Form S-4 dated as
of December 19, 1997. Subsequent written or oral statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements in this press release and those in the
Company's reports previously filed with the Securities and Exchange Commission.
The Company assumes no obligations to update or revise such forward-looking
statements.
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