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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: October 31, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _______________
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: ________________________
PART I - REGISTRANT INFORMATION
Health Management, Inc.
Full Name of Registrant
_________________________________________________________
Former Name if Applicable
1371-A Abbott Court
Address of Principal Executive Office (Street and Number)
Buffalo Grove, Illinois 60089
City, State and Zip Code
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The registrant was unable to file its quarterly report on Form 10-Q for the
period ending October 31, 1996 within the prescribed time period. The delay
is due to the timing of the Company's sale of 49% of its Common Stock to
Transworld Home Healthcare, Inc. ("Transworld") which is described in the
registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 27, 1996. The registrant signed a
definitive agreement to sell such common stock to Transworld on November 13,
1996 and the closing for such transaction which was originally scheduled to
be held on or about December 12, 1996 has been postponed to on or about
December 23, 1996. The notes to the registrant's financial statements for
the quarterly period ended October 31, 1996 and in the description of
Management's Discussion and Analysis of Financial Condition and Results of
Operations need to be revised to reflect the current status of the
transaction.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Cheryl V. Reicin 212 547-5522
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
A $7.2 million charge will be recorded in connection with the
consolidated stockholder class action lawsuit In re Health Management,
Inc. securities litigation, Master File No. 96 Civ. 0889 (ADS) and an
additional charge of $1.4 million will be recorded in connection with
certain estimates of amounts which are owing to New York State
Medicaid.
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SIGNATURES
Health Management, Inc. has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
HEALTH MANAGEMENT, INC.
Date: December 16, 1996 By: /s/ Paul S. Jurewicz
Name: Paul S. Jurewicz
Title: Chief Financial Officer,
Executive Vice President,
Treasurer and Secretary
