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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (B) OR (G) OF THE SECURITIES EXCHANGE
ACT OF 1934
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INTEGRATED HEALTH SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 23-2428312
(State of Incorporation or (I.R.S. Employer
Organization) Identification no.)
10065 RED RUN BOULEVARD
OWINGS MILLS, MARYLAND 21117
(Address of principal executive offices) (zip code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
9 1/2% SENIOR SUBORDINATED
NOTES DUE 2007, SERIES A NEW YORK STOCK EXCHANGE
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Securities Act registration statement file number to which this form relates:
333-35577
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If this Form relates to the If this Form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), check to General Instruction A.(d), check
the following box. [x] the following box. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Registrant's 9 1/2% Senior Subordinated Notes due 2007, Series
A (the "Notes") are to be registered. The description of the Notes contained
under the caption "Description of the New Notes" on pages 75 to 97 of the
Registrant's Registration Statement on Form S-4 (No. 333-35577) relating to the
Notes is incorporated herein by reference.
ITEM 2. EXHIBITS
The securities described herein are to be registered on the New
York Stock Exchange, on which the Registrant's (i) Common Stock, $.001 par
value; (ii) 5 3/4% Convertible Senior Subordinated Debentures due 2001; (iii) 6%
Convertible Subordinated Debentures due 2003; and (iv) 10 1/4% Senior
Subordinated Notes due 2006, Series A are registered. Accordingly, the following
exhibits have been attached hereto in accordance with the Instructions as to
Exhibits to Form 8-A:
1. Indenture dated as of May 15, 1996, between the Registrant and The
Bank of New York (as successor to Signet Trust Company), as
Trustee, relating to the Registrant's 10 1/4% Senior Subordinated
Notes due 2006, incorporated herein by reference to the
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1996.
2. Form of Registrant's 10 1/4% Senior Subordinated Note due 2006,
Series A (included as an exhibit to Exhibit 1).
3. Amended and Restated Supplemental Indenture, dated as of September
15, 1994, between the Registrant and NationsBank of Virginia,
N.A., as Trustee, relating to the Registrant's 5 3/4% Convertible
Subordinated Debentures due 2001, incorporated by reference to the
Registrant's Registration Statement on Form S-3 (File No.
33-81378).
4. Indenture, dated as of December 1, 1992, between the Registrant
and The Bank of New York (as successor to Signet Trust Company),
as Trustee, relating to the Registrant's 6% Convertible
Subordinated Debentures, incorporated by reference to the
Registrant's Registration Statement on Form S-3 (File No.
33-54458).
5. Third Restated Certificate of Incorporation, as amended
(incorporated by reference to the Registrant's Registration
Statement on Form S-3, No. 33-77754).
6. Amendment to the Third Restated Certificate of Incorporation,
dated May 26, 1995 (incorporated by reference to the Registrant's
Registration Statement on Form S-4, No. 33-94130).
7. Certificate of Designation of Series A Junior Participating
Cumulative Preferred Stock (incorporated by reference to the
Registrant's Current Report on Form 8-K dated September 27, 1995).
8. By-laws, as amended (incorporated by reference to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1995).
9. Indenture dated as of May 30, 1997, between the Registrant and
First Union National Bank, as Trustee, relating to the
Registrant's 9 1/2% Senior Subordinated Notes due 2007,
incorporated herein by reference to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1997.
10. Form of Registrant's 9 1/2% Senior Subordinated Note due 2007,
Series A (included as an exhibit to Exhibit 9).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Act of 1934,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized.
INTEGRATED HEALTH SERVICES, INC.
By: /s/ W. Bradley Bennett
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W. Bradley Bennett
Executive Vice President - Chief
Accounting Officer
Dated: October 10, 1997
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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1. Indenture dated as of May 15, 1996, between the Registrant and The
Bank of New York (as successor to Signet Trust Company), as
Trustee, relating to the Registrant's 10 1/4% Senior Subordinated
Notes due 2006, incorporated herein by reference to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 1996.
2. Form of Registrant's 10 1/4% Senior Subordinated Note due 2006,
Series A (included as an exhibit to Exhibit 1).
3. Amended and Restated Supplemental Indenture, dated as of September
15, 1994, between the Registrant and NationsBank of Virginia,
N.A., as Trustee, relating to the Registrant's 5 3/4% Convertible
Subordinated Debentures due 2001, incorporated by reference to the
Registrant's Registration Statement on Form S-3 (File No.
33-81378).
4. Indenture, dated as of December 1, 1992, between the Registrant
and The Bank of New York (as successor to Signet Trust Company),
as Trustee, relating to the Registrant's 6% Convertible
Subordinated, Debentures, incorporated by reference to the
Registrant's Registration Statement on Form S-3 (File No.
33-54458).
5. Third Restated Certificate of Incorporation, as amended
(incorporated by reference to the Registrant's Registration
Statement on Form S-3, No. 33-77754).
6. Amendment to the Third Restated Certificate of Incorporation,
dated May 26, 1995 (incorporated by reference to the Registrant's
Registration Statement on Form S-4, No. 33-94130).
7. Certificate of Designation of Series A Junior Participating
Cumulative Preferred Stock (incorporated by reference to the
Registrant's Current Report on Form 8-K dated September 27, 1995).
8. By-laws, as amended (incorporated by reference to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1995).
9. Indenture dated as of May 30, 1997, between the Registrant and
First Union National Bank, as Trustee, relating to the
Registrant's 9 1/2% Senior Subordinated Notes due 2007,
incorporated herein by reference to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1997.
10. Form of Registrant's 9 1/2% Senior Subordinated Notes due 2007,
Series A (included as an exhibit to Exhibit 9).
