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) May 30, 1997
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INTEGRATED HEALTH SERVICES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-12306 23-2428312
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10065 Red Run Boulevard, Owings Mills, Maryland 21117
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (410) 998-8400
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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 5. OTHER EVENTS
On May 30, 1997, Integrated Health Services, Inc. issued the press
release filed herewith as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS.
99. Press Release dated May 30, 1997.
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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.
INTEGRATED HEALTH SERVICES, INC.
Date: June 2, 1997 By: /s/ Marc B. Levin
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Name: Marc B. Levin
Title: Executive Vice President
Exhibit 99
CONTACTS
Paul Galant
Smith Barney Inc.
1-800-655-4811
FOR IMMEDIATE RELEASE:
IHS ANNOUNCES COMPLETION OF TENDER OFFER FOR ITS 9 5/8% NOTES AND 10 3/4% NOTES
AND COMPLETION OF FINANCING
Owings Mills, Maryland - May 30, 1997 - Integrated Health Services,
Inc. (NYSE:IHS) announced today that it has accepted for payment an aggregate of
$114,975,000 principal amount of its 95/8% Senior Subordinated Notes due 2002,
Series A (the "9 5/8% Notes") and $99,893,000 aggregate principal amount of its
10 3/4% Senior Subordinated Notes due 2004 (the "10 3/4% Notes" and together
with the 9 5/8% Notes, the "Notes") which had been tendered pursuant to its
previously announced cash tender offers and consent solicitations for the Notes
(the "Offers").
The Offers included the solicitation of consents to amend the
indentures pursuant to which the 9 5/8% Notes and the 10 3/4% Notes were issued
(the "Indentures") to eliminate or modify substantially all of the restrictive
covenants contained in their respective Indentures. Holders of the 9 5/8% Notes
and the 10 3/4% Notes were required to consent to the proposed amendments in
order to tender their Notes for purchase pursuant to the Offers. As previously
announced, holders of at least a majority in principal amount of each of the 9
5/8% Notes and the 10 3/4% Notes consented to the amendments to the respective
Indenture. Acceptance for payment of the tendered Notes causes the amendments to
the Indentures described in the Offers to become effective today, and the
Indentures as modified by such amendments are binding on holders of Notes who
did not tender pursuant to the Offers.
The Notes accepted for payment represented approximately 99% of each
issue of Notes. Approximately $25,000 aggregate principal amount of 9 5/8% Notes
remain outstanding and approximately $107,000 aggregate principal amount of 10
3/4% Notes remain outstanding.
The Company also announced the closing of its private sale of $450
million aggregate principal amount of 9 1/2% Senior Subordinated Notes due 2007
(the "9 1/2% Notes"). The proceeds of this offering were used to finance the
Offers and to repay indebtedness under the Company's bank credit facility. The 9
1/2% Notes have not been registered under the Securities Act of 1933, as
amended, and may not be offered and sold in the United States absent
registration under such Act or an applicable exemption from registration.
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Integrated Health Services is a highly diversified health services
provider, offering a broad spectrum of post-acute medical and rehabilitative
services through its nationwide healthcare network. IHS's post-acute services
include home nursing services, home infusion services, subacute care, inpatient
and outpatient rehabilitation, respiratory therapy, hospice care, and diagnostic
services. Supporting the full continuum of healthcare needs, IHS currently
operates over 1,000 post-acute service locations in 41 states throughout the
U.S.
* * * * * * * * *
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the 9 1/2% Notes nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
