SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 1996
HANGER ORTHOPEDIC GROUP, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-10670 84-099004275
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
7700 OLD GEORGETOWN ROAD
BETHESDA, MARYLAND 20814
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (301) 986-0701
NOT APPLICABLE
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5 OTHER EVENTS
On July 29, 1996, Hanger Orthopedic Group, Inc. ("Hanger") announced that
it had entered into an Agreement and Plan of Merger, dated as of July 29,
1996, among Hanger, JEH Acquisition Corporation ("Acquisition") and
J.E.Hanger, Inc. of Georgia ("JEH"). The Agreement provides for the proposed
merger of Acquisition, which is a wholly-owned subsidiary of Hanger, with and
into JEH, which is a privately held corporation, as a result of which JEH will
become a wholly-owned subsidiary of Hanger. Pursuant to the Agreement, it is
proposed that Hanger will acquire all of JEH's outstanding shares in exchange
for cash in the amount of $44 million and one million shares of Hanger common
stock. The proposed cash payment is subject to adjustment based on certain
financial and tax liability matters at the time of the closing, which is
expected to occur in the fall of 1996. Consummation of the proposed merger is
subject to numerous conditions, including the satisfactory completion of due
diligence activities and the finalization of financing arrangements by Hanger,
as well as approval by JEH's shareholders and other conditions customary in
merger transactions.
Filed as an exhibit hereto is a copy of the press release issued by
Hanger today announcing that the Agreement has been entered into.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) and (b) Not applicable.
(c) EXHIBITS
The following exhibit is filed herewith:
Exhibit No. Document
---------- --------
99 Press Release, dated July 29,
1996, issued by Hanger
Orthopedic Group, Inc.
2
<PAGE>
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 thereunto duly authorized.
HANGER ORTHOPEDIC GROUP, INC.
(Registrant)
Dated: July 29, 1996 By:/s/RICHARD A. STEIN
-------------------
Richard A. Stein
Vice President-Finance,
Treasurer and Secretary
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EXHIBIT 99
PRESS RELEASE
HANGER ORTHOPEDIC GROUP, INC. AND J.E. HANGER, INC. OF GEORGIA ENTER
INTO MERGER AGREEMENT THAT UPON CONSUMMATION WILL CREATE THE
LARGEST 0&P PRACTICE MANAGEMENT COMPANY IN THE WORLD
BETHESDA, MARYLAND AND ALPHARETTA, GEORGIA, July 29, 1996 - Hanger
Orthopedic Group, Inc. (AMEX symbol: HGR). Hanger Orthopedic Group, Inc.
("Hanger") and J.E. Hanger, Inc. of Georgia ("JEH") today announced that the
corporations entered into a merger agreement that upon consummation will
create the world's largest O&P practice management company with combined
revenues in excess of $110 million. The acquisition of JEH by Hanger calls for
a transaction expected to be consummated in the fall of 1996.
The merger agreement provides for Hanger's acquisition of all of JEH's
outstanding shares in exchange for cash in the amount of $44 million and one
million Hanger shares of common stock. Based on the current market value of
Hanger's shares, the total purchase price would be $49,000,000. The cash
payment is subject to adjustment based on certain financial and tax liability
matters at the time of the closing. Consummation of the merger is subject to
numerous conditions, including the satisfactory completion of due diligence
activities and the finalization of financing arrangements by Hanger, as well
as approval by JEH's shareholders and other conditions customary in a merger.
Headquartered in Bethesda, Maryland, Hanger is the only national public
company specializing exclusively in practice management for orthotics and
prosthetics, providing orthotic and prosthetic services in 81 patient care
centers located in 23 states and the District of Columbia. JEH, headquartered
in Alpharetta, Georgia, is a private company that provides orthotic and
prosthetic services in 93 patient care centers in 15 states. Of JEH's patient
care centers, only 6 operate in cities also served by Hanger patient care
centers. JEH is the largest distributor of prosthetic and orthotic supplies
and components in the country and with the addition of Hanger's O&P Express
distribution warehouse, the combined companies will have six strategically
placed distribution points throughout the United States. In addition to the
combined domestic presence, Hanger has recently been active in the European
market creating the platform for a world-wide company. Hanger is also engaged
in the manufacture and distribution of components and finished patient care
products to the orthotic and prosthetic industry and through its OPNET
program, provides orthotic and prosthetic services to over 160 managed care
programs.
Ivan R. Sabel, Chairman and Chief Executive Officer of Hanger stated,
"When the proposed merger is consummated, the combined companies will create a
synergy that, when coupled with its OPNET independent network, will result in
a company that will provide the most comprehensive orthotic and prosthetic
services today." H.E. (Ted) Thranhardt, President of JEH stated, "The merger
with Hanger was the next step in the evolution of our company assuring the
high quality and continuity of care in a changing healthcare environment."
Both corporations trace their origins to James Edward Hanger, the first
amputee of the American Civil War, who was instrumental in the early
manufacture of artificial limbs for wounded war veterans.
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