INTEGRATED HEALTH SERVICES INC
8-K, 1997-05-23
SKILLED NURSING CARE FACILITIES
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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)      May 23, 1997
                                                 ----------------------


                        INTEGRATED HEALTH SERVICES, INC.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


       Delaware                          1-12306                23-2428312
- -----------------------------         ------------           -------------------
(State or Other Jurisdiction          (Commission               (IRS Employer
     of Incorporation)                File Number)           Identification No.)


  10065 Red Run Boulevard, Owings Mills, Maryland                       21117
- -------------------------------------------------                    -----------
(Address of Principal Executive Offices)                             (Zip Code)


Registrant's telephone number, including area code:    (410) 998-8400
                                                   ----------------------

                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>




Item 5.  Other Events

         On May 23, 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 23, 1997.



                                       2

<PAGE>




                                   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: May 23, 1997                     By: /s/ W. Bradley Bennett
                                           ----------------------
                                           Name: W. Bradley Bennett
                                           Title: Executive Vice President-Chief
                                                   Accounting Officer




                                       3




FOR IMMEDIATE RELEASE:



                                              Contact:  Robert N. Elkins, M.D.
                                              Chairman & CEO
                                              Marc B. Levin
                                              Executive Vice President
                                              Integrated Health Services, Inc.
                                              (410) 998-8400

                                              Anthony J. Russo, Ph.D., Ext. 202
                                              Noonan/Russo Communications, Inc.
                                              (212) 696-4455


                 INTEGRATED HEALTH SERVICES ANNOUNCES FINANCING


Owings Mills, MD, May 23, 1997 - Integrated  Health Services,  Inc. (NYSE:  IHS)
today  announced  that it has  entered  into an  agreement  to  issue  privately
$450,000,000  aggregate principal amount of its 9 1/2% senior subordinated notes
due 2007.  The  issuance  of the notes,  which is  subject to certain  customary
closing  conditions,  is  expected  to occur on May 30,  1997.  Proceeds  of the
offering  will be used to  repurchase  the  Company's  outstanding 9 5/8% Senior
Subordinated  Notes  due 2002 and 10 3/4%  Senior  Subordinated  Notes  due 2004
pursuant to the Company's  previously  announced  tender offers  therefor and to
repay outstanding indebtedness under the Company's credit facility.

The 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 of the
notes under such Act or an applicable exemption from registration.

This press release shall not constitute an offer to sell or the  solicitation of
an offer to buy the 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. This
press release does not constitute an offer to purchase the Company's outstanding
notes in any jurisdiction in which, or to or from any person or from whom, it is
unlawful to make such offer under applicable securities or blue sky laws.





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