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): April 19, 1994
SUMMIT HEALTH LTD.
(Exact name of registrant as specified in its charter)
California 0-11479 95-3154694
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2600 W. Magnolia Blvd., Burbank, CA 91507-2100
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(818) 2841-84750
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Former name or former address, if changed since last
report; No change
Item 1. Changes in Control of Registrant
and
Item 5. Other Events
At a special meeting of stockholders of Summit
Health Ltd. (the "Company"), held on April 19, 1994, the
stockholders of the Company approved the acquisition by
OrNda HealthCorp ("OrNda") of the Company by means of a
merger of a wholly owned subsidiary of OrNda with and
into the Company (the "Merger"). The Merger was
effective on April 19, 1994. As a result of the Merger,
the holders of the outstanding shares of the Company's
common stock, no par value per share (the "Common
Stock"), will receive 0.2157 of a share of OrNda Common
Stock and $5.50 in cash for each share of Common Stock.
The Company incorporates by reference into the
Current Report on Form 8-K the additional information
about the Merger set forth in copies of the two joint
press releases of the Company, OrNda and American
Healthcare Management, Inc. ("AHM"), each dated April 19,
1994, copies of which are attached as Exhibits 99.1 and
99.2 hereto.
Certain additional information about the Merger
which is required by Item 1 of this Current Report on
Form 8-K is incorporated by reference from the
information set forth in the Proxy Statement/Prospectus
dated March 14, 1994, of the Company, OrNda and AHM.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) Exhibits
20 Proxy Statement/Prospectus of the Company,
OrNda and AHM, dated as of March 14, 1994,
incorporated by reference to the definitive
proxy materials of the Company filed with the
Commission on March 17, 1994.
99.1 Joint Press Release of the Company, OrNda and
AHM dated April 19, 1994 (announcing
stockholder approval of the Merger).
99.2 Joint Press Release of OrNda, the Company and
AHM dated April 19, 1994 (announcing
consummation of the Merger).
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.
SUMMIT HEALTH LTD.
By: /s/ Ronald P. Soltman
Name: Ronald P. Soltman
Title: Sr. Vice President
and General Counsel
Date: 04/26/94
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
20 Proxy Statement/Prospectus of the Company, OrNda
and AHM, dated as of March 14, 1994,
incorporated by reference to the definitive
proxy materials of the Company filed with the
Commission on March 16, 1994.
99.1 Joint Press Release of the Company, OrNda and
AHM dated April 19, 1994 (announcing stockholder
approval of the Merger).
99.2 Joint Press Release of OrNda, the Company and
AHM dated April 19, 1994 (announcing
consummation of the Merger).
Exhibit 99.1
FOR: ORNDA HEALTHCORP
CONTACT: Keith B. Pitts
Executive Vice President
and Chief Financial Officer
615/383-8599
FOR IMMEDIATE RELEASE
Naomi Rosenfeld/Robert P. Jones
Robert Weiner
Media Contact-Vic Beaudet
Morgen-Walke Associates
212/850-5600
ORNDA HEALTHCORP, SUMMIT HEALTH LTD. AND AMERICAN HEALTHCARE
MANAGEMENT, INC. STOCKHOLDERS APPROVE MERGERS
MERGERS EXPECTED TO BE COMPLETED LATER TODAY
Nashville, Tennessee, Burbank, California and King of
Prussia, Pennsylvania, April 19, 1994 - OrNda HealthCorp
(NASDAQ:ORND), Summit Health Ltd. (NASDAQ:SUMI) and American
Healthcare Management, Inc. (NYSE:AHI) jointly announced that,
earlier today at meetings of their stockholders, the stockholders
of each company had voted to approve their respective mergers.
Under the terms of the mergers, which are expected to be completed
later today, stockholders of American Healthcare will receive 0.6
of a share of OrNda HealthCorp common stock for each share of
American Healthcare common stock held, and stockholders of Summit
Health will receive $5.50 in cash and 0.2157 of a share of OrNda
HealthCorp common stock for cash share of Summit Health common
stock held. As a result of the mergers, American Healthcare will
merge with and into OrNda with OrNda Healthcorp as the surviving
corporation, and Summit Health will become a wholly-owned
subsidiary of OrNda Healthcorp.
Charles N. Martin, Jr., Chairman an Chief Executive
Officer of OrNda, commented, "The combination of the three
companies will give us a consolidated revenue base of $1.5 billion
which will enable us to successfully compete in the developing
managed care market. We are very excited about the cost-saving and
significant growth opportunities that the combination of the three
companies will create."
When completed, the mergers will create a company which
will have operations in 17 states and will operate 46 acute-care
hospitals with more than 7,700 licensed beds, two psychiatric
centers with 138 licensed beds, four surgery centers and a Medicaid
HMO with more than 22,000 covered lives. When completed, the
mergers will create the fifth largest investor-owned hospital
management company in the United States with annual pro forma
revenues of $1.5 billion.
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Exhibit 99.2
FOR: OrNda HealthCorp
CONTACT: Keith B. Pitts
Executive Vice President and
Chief Financial Officer
OrNda HealthCorp
(615) 383-8599
FOR IMMEDIATE RELEASE
Naomi Rosenfeld/
Robert P. Jones
Media Contact:
Vic Beaudet
Morgen-Walke Associates
(212) 850-5600
ORNDA HEALTHCORP, SUMMIT HEALTH LTD. AND AMERICAN HEALTHCARE
MANAGEMENT, INC. COMPLETE MERGERS
Nashville, Tennessee, Burbank California and King of
Prussia, Pennsylvania April 19, 1994 -- OrNda HealthCorp
(NASDAQ:ORND), Summit Health Ltd. (NASDAQ:SUMH) and American
Healthcare Management, Inc. (NYSE:AHI) today jointly announced
completion of their respective mergers. As a result of the
mergers which became effective today, American Healthcare was
merged with and into OrNda, with OrNda HealthCorp as the
surviving company, and Summit Health will become a wholly owned
subsidiary of OrNda HealthCorp.
In connection with the mergers, Donald J. Amaral, John
F. Nickoll and John J. O'Shaughnessy have joined OrNda's Board of
Directors. Mr. Amaral was formerly the Chief Executive Officer,
President and a director of Summit Health. Messrs. Nickoll and
O'Shaughnessy were formerly directors of American Healthcare.
In connection with the mergers, OrNda has announced
that it and one of its wholly owned subsidiaries will be co-
obligor on the American Healthcare Management 10% Senior
Subordinated Notes due 2003.
American Healthcare and Summit Health stockholders will
be sent information explaining the procedures to be followed for
exchanging their shares for shares of OrNda HealthCorp common
stock which they are entitled to receive as a result of the
mergers.
OrNda has operations in 17 states and operates 46
acute-care hospitals with more than 7,700 licensed beds, two
psychiatric centers with 138 licensed beds, four surgery centers
and a Medicaid HMO with more than 22,000 covered lives. OrNda is
the fifth largest investor-owned hospital management company in
the United States with annual pro forma revenues of $1.5 billion.
# # #
