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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 21, 1997
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ROTECH MEDICAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Florida 0-14003 59-2115892
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4506 L.B. McLeod Road, Suite F, Orlando, Florida 32811
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (407) 841-2115
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 21, 1997, Integrated Health Services, Inc. ("IHS") acquired
RoTech Medical Corporation ("RoTech") through merger of a wholly-owned
subsidiary of IHS into RoTech (the "Merger"), with RoTech becoming a wholly-
owned subsidiary of IHS.
Under the terms of the Merger, holders of RoTech Common Stock received for
each share of RoTech Common Stock 0.5806 of a share of IHS Common Stock (the
"Exchange Ratio"), having a market value of $19.16 based on the $33.00 closing
price of the IHS Common Stock on October 21, 1997, the effective date of the
Merger. Options to purchase RoTech Common Stock ("RoTech Options") were
converted at the closing into options to purchase IHS Common Stock based on the
Exchange Ratio. IHS issued approximately 15,350,670 shares of IHS Common Stock
in the Merger, and reserved for issuance approximately 1,841,663 shares of IHS
Common Stock issuable upon exercise of RoTech Options. In addition, RoTech's
outstanding 5 1/4% convertible subordinated debentures became convertible into
approximately 2,433,000 shares of IHS Common Stock at a conversion price of
$45.21 per share of IHS Common Stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS.
2. Agreement and Plan of Merger, dated as of July 6, 1997, among
Integrated Health Services, Inc., IHS Acquisition XXIV, Inc. and
RoTech Medical Corporation (incorporated herein by reference to
Exhibit 2 to Current Report on Form 8-K dated July 6, 1997 of RoTech
Medical Corporation).
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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.
ROTECH MEDICAL CORPORATION
Date: November 5, 1997 By: /s/ W. Bradley Bennett
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Name: W. Bradley Bennett
Title: Executive Vice President--Chief
Accounting Officer
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Exhibit Index
2. Agreement and Plan of Merger, dated as of July 6, 1997, among
Integrated Health Services, Inc., IHS Acquisition XXIV, Inc. and
RoTech Medical Corporation (incorporated herein by reference to
Exhibit 2 to Current Report on Form 8-K dated July 6, 1997 of RoTech
Medical Corporation).
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