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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 12, 1997
CONSOLIDATED HEALTH CARE ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-15893 91-1256470
(State or Other Jurisdiction of Commission File No. (I.R.S. Employer
Incorporation or Organization) Identification No.)
38 Pond Street, Suite 305
Franklin, Massachusetts 02038
(Address of principal executive offices) (Zip Code)
(508) 520-2422
Registrant's telephone number including
area code
Not Applicable
Former name, former address and former fiscal
year, if changed since last report
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Item 2. Acquisition or Disposition of Assets
(i) On September 30 ,1997 Consolidated Health Care Associates, Inc.
("Consolidated") announced the signing of a revised non-binding letter of intent
with Olympus Healthcare Group, Inc. whereby Olympus would acquire all of the
operating assets and assume certain liabilities of PTS Rehab, Inc. (consisting
of four outpatient Clinics located in Massachusetts), a wholly owned subsidiary
of Consolidated Health Care Associates in exchange for 42,553 shares of common
stock of Olympus and $1,400,000 cash, subject to completion of due diligence,
signing of a definitive agreement and approval of Consolidated shareholders and
certain other customary conditions.
(ii) Between October and November 1997, the parties negotiated revised
terms for the proposed sale, including elimination of the Olympus stock
component and interim management agreement with the purchaser. On November 20,
1997 the Company agreed to accept $1,700,000 in cash as the total purchase price
for the proposed transaction. Subsequently, the Asset Purchase Agreement was
executed this 20th day of November, 1997 at approximately 5:00 pm. The signature
pages of the executed Asset Purchase Agreement were held in escrow with release
subject to the completion of the agreed upon revised terms, conditions and
related disclosure schedules.
(iii) On December 10, 1997 at approximately 6:00 pm all revisions of the
Asset Purchase Agreements had been completed and accepted by all parties, and
the escrowed executed signature pages were released. It is anticipated that the
transaction will close after a shareholders meeting in January 1998.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized:
Date: December 12, 1997 By :/s/ Robert M. Whitty
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Robert M. Whitty
President
Date: December 12, 1997 By: /s/ Raymond L. LeBlanc
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Raymond L. LeBlanc
Chief Financial Officer
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Exhibit Index
Consolidated hereby incorporates by reference the following documents previously
filed with the Commission pursuant to the Exchange Act;
2.1 Asset Purchase Agreement between the Company and Olympus Healthcare Group,
Inc. dated November 20, 1997.
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