FILED PURSUANT TO RULE 424B3
REGISTRATION NO. 333-41973
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 17, 1997)
[IHS LOGO OMITTED]
INTEGRATED HEALTH SERVICES, INC.
1,813,434 SHARES OF COMMON STOCK, $.001 PAR VALUE
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This document supplements the Prospectus dated December 17, 1997 relating
to 1,813,434 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 June 26, 1998 the last sale price of the
Common Stock of the Company on the New York Stock Exchange was $36.625. The
Common Stock of the Company is traded under the symbol "IHS."
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SEE "RISK FACTORS," WHICH BEGINS ON PAGE 7 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 June 29, 1998.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information as of October 27, 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 BENEFICIALLY
OWNED PRIOR SHARES OWNED AFTER
TO OFFERING BEING SOLD OFFERING
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<S> <C> <C> <C>
AMBULATORY PHARMACEUTICAL SERVICES, INC.(1)
Gigi Jordan ................................................... 473,510 473,510 0
APS AMERICA, INC.(2)
Raymond A. Mirra, Jr. ......................................... 21,730 21,730 0
James Kuo ..................................................... 14,683 14,683 0
Edward Kramm .................................................. 15,270 15,270 0
Sirrom Capital Corporation .................................... 7,047 7,047 0
ARCADIA SERVICES, INC.(3)
Nanci J Rands ................................................. 195 178 17
Joseph F. Galvin .............................................. 390 356 34
Stuart Sinai .................................................. 390 356 34
Ronald H. Riback .............................................. 390 356 34
James C. Foresman ............................................. 390 356 34
Lawrence N. Dudek ............................................. 195 178 17
Phillip J. Shefferly .......................................... 195 178 17
David B. Gunsberg ............................................. 195 178 17
Dean J. Gould and Laura M. Gould, joint tenants with rights of
survivorship ................................................ 195 178 17
United Jewish Foundation of Metropolitan Detroit .............. 1,366 1,247 119
Michael J. Eizelman and Shelley E. Eizelman, joint tenants with
rights of survivorship ...................................... 195 178 17
Robert J. Sandler ............................................. 780 713 67
Herbert J. Graebner ........................................... 70,767 57,564 13,203
Herbert Graebner and Dorothy Graebner Charitable Remain-
der Unitrust ................................................ 67,000 67,000 0
Barbara Brewer ................................................ 6,899 6,303 596
Leonard E. Bellinson, Trustee, Leonard E. Bellinson Agree-
ment of Trust Dated 3/1/82 as amended ....................... 121,439 107,697 13,742
Leonard E. Bellinson and Eleanor H. Bellinson Charitable Re-
mainder Unitrust ............................................ 32,064 32,064 0
Conbet Associates ............................................. 18,397 16,807 1,590
Beth Elaine Lowenstein Trust U/A/D 7/30/92 .................... 9,198 8,403 795
Rita M. Lord .................................................. 6,899 6,303 596
Jill Bader .................................................... 13,797 12,605 1,192
Charles Bader ................................................. 13,797 12,605 1,192
James C. Foresman and Cheryl A. Busbey, as Trustee of the
Douglas E. Busbey Trust dated 3/5/75, as amended ............ 390 356 34
Robert M. Egren ............................................... 531 485 46
Morris Rochlin ................................................ 13,267 12,120 1,147
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SHARES OF SHARES OF
COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY
OWNED PRIOR SHARES OWNED AFTER
TO OFFERING BEING SOLD OFFERING
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<S> <C> <C> <C>
Nicholas J. Pyett .............................. 1,062 970 92
Cameron D. Hosner .............................. 11,728 10,714 1,014
James L. Bellinson ............................. 14,951 11,684 3,267
Gregory G. Glaesmer ............................ 4,776 4,363 413
Gerald Vargo ................................... 1,062 970 92
Arcadia Bidco Corporation ...................... 30,759 26,848 3,911
Mark E. Schlussel .............................. 390 356 34
Donald B. Lifton ............................... 390 356 34
Joel M. Shere .................................. 195 178 17
Daniel D. Swanson .............................. 195 178 17
Eli K. Zoler ................................... 53 48 5
Sasha A. Zoler ................................. 53 48 5
Lilly H. Zoler ................................. 89 82 7
CoreStates Bank, N.A., as Escrow Agent ......... 78,568 71,777 6,791
Stephen P. Griggs(4) ............................ 1,363,545 750,000 613,545
</TABLE>
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(1) The shares offered hereby represent shares received in exchange for the
stock of Ambulatory Pharmaceutical Services, Inc. pursuant to the Stock
Purchase Agreement dated as of August 29, 1997.
(2) The shares offered hereby represent shares received in exchange for the
stock of APS America, Inc. pursuant to the Stock Purchase Agreement dated as
of August 29, 1997.
(3) Information as of April 7, 1998. The shares offered hereby represent shares
received at closing in exchange for the stock of Arcadia Services, Inc.
("Arcadia") pursuant to the Agreement and Plan of Reorganization dated as of
July 24, 1997. Of the shares of Common Stock being registered hereunder,
71,777 are currently being held in escrow to secure indemnification
obligations, accounts receivable with respect to a litigated matter and
merger consideration adjustments pursuant to the Agreement and Plan of
Reorganization. Merger consideration adjustments may be based on a review of
the working capital and long-term liabilities of Arcadia as of the closing
date, all on the terms set forth in the Agreement and Plan of
Reorganization. "Shares of Common Stock Beneficially Owned Prior to the
Offering" includes, and "Shares of Common Stock Beneficially Owned After the
Offering" consists of, additional shares of Common Stock (the "Additional
Shares") received in exchange for the stock of Arcadia pursuant to the
Agreement and Plan of Reorganization because the average price of the
531,198 shares of Common Stock issued to the Arcadia stockholders at the
time of closing of the acquisition (the "Original Shares") was higher than
the average price of the Common Stock at the time such shares were
registered for resale under the Securities Act. The number of Additional
Shares is equal to the difference between (i) the number of shares
determined by dividing the original merger consideration of $18.7 million
(before post-closing adjustments) by the average closing price of the Common
Stock on the NYSE for the 30 trading days ending on the date immediately
preceding the date the registration statement covering the resale of the
Original Shares was declared effective and (ii) the number of shares
determined by dividing the merger consideration of $18.7 million by the
average closing price of the Common Stock on the NYSE for the 30 trading day
period immediately preceding the date which was two trading days prior to
the closing date of the acquisition.
(4) The shares offered hereby consist of shares issuable upon exercise of a
warrant (the "Warrant") issued to Mr. Griggs in connection with his entering
into an employment agreement with RoTech upon consummation of the RoTech
Acquisition. Of the 1,363,545 shares beneficially owned by Mr. Griggs, 1,261
are beneficially owned by his wife, 8,402 are beneficially owned by L&G of
Orlando, Inc., 110,372 shares are owned by Mr. Griggs, 493,510 shares are
issuable upon the exercise of options to purchase Common Stock at an average
exercise price of $23.98 per share and 750,000 shares are issuable upon
exercise of the Warrant. The Warrant is exercisable at a price of $33.16 per
share of Common Stock (equal to the average closing sales price of the
Common Stock on the NYSE for the 15 business days prior to the closing date
of the RoTech Acquisition) and becomes exercisable at the rate of 20% per
year beginning on October 21, 1998 (subject to acceleration upon Mr. Griggs'
death or the occurrence of a change in control of IHS).
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