Filed Pursuant to Rule 424(a)
Registration No. 333-31121
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 24, 1997)
[GRAPHIC OMITTED]
INTEGRATED HEALTH SERVICES, INC.
999,406 SHARES OF COMMON STOCK, $.001 PAR VALUE
This document supplements the Prospectus dated July 24, 1997 relating
to 999,406 shares of common stock, par value $.001 per share (the "Common
Stock"), of the Company (the "Shares"). The Shares are being offered for the
account of the holders thereof. This Prospectus Supplement is incorporated by
reference into the Prospectus, and all terms used herein shall have the meaning
assigned to them in the Prospectus. On August 18, 1998 the last sale price of
the Common Stock of the Company on the New York Stock Exchange was $26.00. The
Common Stock of the Company is traded under the symbol "IHS."
See "Risk Factors," which begins on page 6 of the accompanying
Prospectus, for certain information that should be considered by prospective
investors.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS AUGUST__,1998.
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SELLING STOCKHOLDERS
The following table sets forth certain information as of July 1, 1997
(except as otherwise indicated) and as adjusted to reflect the sale of the
Common Stock in the offering, as to the security ownership of the Selling
Stockholders. Except as set forth below, none of the Selling Stockholders has
held any position or office or had any other material relationship with the
Company or any of its predecessors or affiliates within the past three years.
<TABLE>
<CAPTION>
SHARES OF SHARES OF
COMMON STOCK COMMON STOCK
BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR BEING OWNED AFTER
TO OFFERING SOLD OFFERING
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<S> <C> <C> <C>
DRIFTWOOD HEALTH CARE MANAGERS
Driftwood Health Care Managers, Inc. (1) ....... 3,000 3,000 0
SIGNATURE HOME CARE, INC. (2) ...................
Alvin R. Albe, Jr. ............................. 234 234 0
Donald V. Barrett .............................. 690 690 0
Peter E. Bennett ............................... 548 548 0
Charles G. Berg ................................ 239 239 0
David Monte Blumberg ........................... 847 847 0
Carmel Burke Bonesso ........................... 10 10 0
Austin Broadhurst, Jr. ......................... 156 156 0
Louis Church ................................... 580 580 0
Robert A. Day .................................. 626 626 0
James de Venny ................................. 783 783 0
Robert F. Doviak c/o
Dale L. McCullough, Special Master ........... 313 313 0
Doviak Partners Ltd., Marla Reynolds, Agent..... 1,409 1,409 0
Ian J. Dowie ................................... 1,566 1,566 0
Escrow Fund (3) ................................ 166,251 166,251 0
Everen Cleaning Corp. Cust.
FBO Terry Martin McGann IRA .................. 522 522 0
</TABLE>
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<TABLE>
<CAPTION>
SHARES OF SHARES OF
COMMON STOCK COMMON STOCK
BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR BEING OWNED AFTER
TO OFFERING SOLD OFFERING
-------------- -------- -------------
<S> <C> <C> <C>
Everen Clearing Corp. Cust.
FBO Rhonda Rife McGann IRA ......... 261 261 0
FG-HS ................................ 3,915 3,915 0
Alan H. Fishman ...................... 391 391 0
Steven J. Gilbert .................... 6,500 6,500 0
Gary Gladstein ....................... 704 704 0
Clark Good ........................... 42 42 0
James E. Gordon ...................... 196 196 0
Ruth Ann Hardisty .................... 10 10 0
Steven D. Holzman .................... 234 234 0
Alex M. Jernigan ..................... 391 391 0
Donna Kirk ........................... 9 9 0
Michael Kluger ....................... 690 690 0
H. C. Kresge ......................... 861 861 0
Susan Kresge ......................... 113 113 0
Anthony J. LeVecchio ................. 1,384 1,384 0
Gary D. Markoff ...................... 234 234 0
Joseph Maturo ........................ 64 64 0
Joleen Moden ......................... 38 38 0
Cathy Nakashima ...................... 9 9 0
John H. Pinder ....................... 313 313 0
Steven B. Potter ..................... 156 156 0
Robert D. Reed ....................... 783 783 0
Gerry M. Ritterman ................... 234 234 0
Samaritan Health System .............. 2,417 2,417 0
Barry A. Schwimmer ................... 234 234 0
</TABLE>
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<TABLE>
<CAPTION>
SHARES OF SHARES OF
COMMON STOCK COMMON STOCK
BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR BEING OWNED AFTER
TO OFFERING SOLD OFFERING
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<S> <C> <C> <C>
Rick A. Short ..................................... 48 48 0
Elliot Stein, Jr. ................................. 234 234 0
Stern Family Partnership .......................... 24 24 0
Mark Alexander Thompson ........................... 313 313 0
Jerry L. Tomlinson ................................ 115 115 0
Beatrice B. Trust, Marc I. Stern, Trustee ......... 210 210 0
Stephen F. Wiggins ................................ 239 239 0
Paul S. Wolansky .................................. 234 234 0
MEDIQ MOBILE X-RAY SERVICES, INC. (4)
MEDIQ Mobile X-Ray Services, Inc. ................. 143,893 143,893 0
TOTAL REHAB SERVICES (5)
Timothy H. Dacy ................................... 18,271 18,271 0
Shari Kaplan ...................................... 6,102 6,102 0
David S. Krause ................................... 18,271 18,271 0
Ronald Paler ...................................... 6,102 6,102 0
Total Rehab Services, LLC ......................... 9,745 9,745 0
Total Rehab Services 02, LLC ...................... 9,745 9,745 0
CAMBRIDGE (6)
Bank of New York, Trustee for Annuity Trust
Under Benefit Plan of Exxon Corp. and
Participating Affiliates ........................ 285 285 0
LIFEWAY, INC. (7)
Lifeway Partners LLC (8) .......................... 75,936 75,936 0
Fred McCall-Perez ................................. 19,679 19,679 0
RESTORATIVE THERAPY (9)
Synergy Two, Inc. ................................. 65,201 65,201 0
</TABLE>
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<TABLE>
<CAPTION>
SHARES OF SHARES OF
COMMON STOCK COMMON STOCK
BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR BEING OWNED AFTER
TO OFFERING SOLD OFFERING
-------------- --------- -------------
<S> <C> <C> <C>
David Nechas .................. 117,732 117,732 0
Beth Kessler .................. 117,732 117,732 0
Michael Favilla ............... 30,714 30,714 0
ROBERT N. ELKINS (10) ......... 3,080,458 154,522 2,925,936
</TABLE>
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(1) The shares sold hereunder represent shares issuable upon exercise of a
Warrant to Purchase Shares of Common Stock issued to Driftwood Health Care
Managers, Inc. ("Driftwood") on July 1, 1992 in connection with the
Company's lease of a skilled nursing home facility owned by Driftwood.
(2) Shares are being sold hereunder by the former stockholders of Signature Home
Care, Inc. ("Signature"). The shares sold hereunder represent shares
received in exchange for the shares of Signature pursuant to the Stock
Purchase Agreement dated as of August 23, 1996. Pursuant to the terms of
such agreement, additional shares of Common Stock may be issued as a
purchase price adjustment based on an audit of Signature's closing date
balance sheet.
(3) Represents shares held in escrow to secure any purchase price adjustment in
favor of the Company, any breach of the representations, warranties and
covenants of Signature and the indemnification obligations of Signature
under the Stock Purchase Agreement.
(4) The shares sold hereunder represent shares received in exchange for the
assets of MEDIQ Mobile X-Ray Services, Inc., pursuant to the Asset Purchase
Agreement dated as of November 6, 1996. These shares are pledged as
collateral pursuant to a Credit Agreement dated as of October 1, 1996 among
MEDIQ/PRN Life Support Services, Inc. as borrower, MEDIQ Incorporated and
PRN Holdings, Inc. as parent guarantors, the initial lenders named therein,
Banque Nationale de Paris, as Administrative Agent and initial issuing bank,
and NationsBank, N.A., as Documentation Agent.
(5) The shares sold hereunder represent shares received in exchange for the
assets of Total Rehab Services, LLC and Total Rehab Services 02, LLC
pursuant to the Asset Purchase Agreement dated as of October 23, 1996. Of
the shares of Common Stock being registered hereunder, 25,663 are currently
held in escrow to secure indemnification obligations and purchase price
adjustments pursuant to the Asset Purchase Agreement. Purchase price
adjustments may be made based on a review of the closing date balance sheet
of the sellers or on the inability of the Company to enter into a specified
management agreement within thirty days of the closing (or the termination
of such agreement), all on the terms set forth in the Asset Purchase
Agreement.
(6) Represents shares issuable upon exercise of stock options.
(7) The shares sold hereunder represent shares received in exchange for the
stock of Lifeway, Inc., pursuant to the Agreement and Plan of Reorganization
dated as of November 8, 1996.
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(8) Dr. Robert N. Elkins, the Chairman and Chief Executive Officer of IHS, owns
99% of Lifeway Partners LLC, and his wife owns the remaining 1%. Does not
include shares beneficially owned by Dr. Elkins. See Note 10.
(9) Information as of April 23, 1998. The shares sold hereunder represent
shares received in exchange for the assets of Rehab Dynamics, Inc. and
Restorative Therapy Limited (which has since changed its name to Synergy
Two, Inc.) pursuant to the Assets Purchase Agreement dated as of May 20,
1997.
(10) The shares beneficially owned by Dr. Elkins include 2,850,000 shares
issuable upon exercise of options and 75,936 shares owned by Lifeway
Partners LLC, a Selling Stockholder hereunder. See Note 8 above. The shares
sold hereunder represent shares acquired by Dr. Elkins in the open market.
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