SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
AMENDMENT NO. 4 TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
________________
HEALTH MANAGEMENT, INC.
(Name of the Issuer)
HEALTH MANAGEMENT, INC.
TRANSWORLD HEALTHCARE, INC.
IMH ACQUISITION CORP.
(Name of the Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.03 PER SHARE
(Title of Class of Securities)
42219 B10
(CUSIP Number of Class of Securities)
ROBERT W. FINE ROBERT W. FINE
PRESIDENT PRESIDENT AND CHIEF OPERATING
HEALTH MANAGEMENT, INC. OFFICER
1371-A ABBOT COURT TRANSWORLD HEALTHCARE, INC.
BUFFALO GROVE, IL 60089 555 MADISON AVENUE, 30TH FLOOR
(800) 648-1975 NEW YORK, NEW YORK 10022
(212) 750-0064
(Name, address and telephone number of persons authorized to receive notices and
communications on behalf of persons filing statement)
COPY TO
BRUCE L. LIEB, ESQ.
PROSKAUER ROSE LLP
1585 BROADWAY
NEW YORK, NEW YORK 10036-8299
(212) 969-3320
THIS STATEMENT IS FILED IN CONNECTION WITH (check the appropriate box):
a. /X/ The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13(e)-3(c) under the
Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act of
1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the solicitation materials or information
statement referred to in checking box (a) are preliminary copies: / /
CALCULATION OF THE FILING FEE
Transaction valuation* Amount of filing fee
$2,799,055 $560
* For purposes of calculating fee only. Pursuant to the proposed merger,
each holder (other than Transworld and its subsidiaries), of common stock,
$0.30 par value per share, of Health Management, Inc. ("Shares") will become
entitled to receive $0.30 per Share in cash, without interest, for each share
held. Such holders hold 9,330,182 Shares, in the aggregate. The amount of the
filing fee calculated in accordance with Regulation 240.0-11 of the Securities
Exchange Act of 1934 equals 1/50 of one percentum of the aggregate value of the
merger consideration.
/X/ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
Amount Previously Paid: $2,800
Form, Schedule or Registration Statement No.: Schedule 14A
Filing Party: Health Management, Inc.
Date Filed: February 6, 1997
INTRODUCTORY STATEMENT
This Amendment No. 4 to the Rule 13e-3 Transaction Statement is being filed
by Health Management, Inc. (the "Company"), Transworld HealthCare, Inc.,
formerly Transworld Home HealthCare, Inc. ("Transworld") and IMH Acquisition
Corp., a wholly owned subsidiary of Transworld ("IMH"), in connection with the
merger of IMH with and into the Company. The Company is the issuer of the class
of securities which was the subject of the Rule 13e-3 transaction.
On June 16, 1997, the Company filed with the Securities and Exchange
Commission the Company's definitive Proxy Statement relating to the solicitation
of proxies by the Company to consider and vote upon a proposal to adopt the
Agreement and Plan of Merger, dated November 13, 1996, as amended, among
Transworld, IMH and the Company, pursuant to which (a) IMH would merge with and
into the Company, which would become a wholly owned subsidiary of Transworld,
and (b) each holder (other than Transworld and its subsidiaries) of shares of
common stock, par value $0.30 per share, of the Company ("Shares") would become
entitled to receive $0.30 in cash, without interest, for each Share held. Such
proposal was approved and adopted by the stockholders of the Company at a
special meeting held on July 11, 1997. The merger of IMH with and into the
Company was consummated on October 1, 1997.
A copy of the definitive Proxy Statement is attached as Exhibit 17(d) to
Amendment No. 1 to the Schedule 13e-3. The information contained in the Proxy
Statement is incorporated by reference in answer to the items in this Rule 13e-3
Transaction Statement. The purpose of this Amendment No. 4 to the Rule 13e-3
Transaction Statement is to amend Item 17(d) by including as additional exhibits
press releases issued by the Company and Transworld announcing the consummation
of the Merger.
Item 17 MATERIAL TO BE FILED AS EXHIBITS
(d)(2) Press release issued by Health Management, Inc. on October 1,
1997.
(d)(3) Press release issued by Transworld HealthCare, Inc. on October 1,
1997.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: October 30, 1997
HEALTH MANAGEMENT, INC.
By:/s/ Wayne A. Palladino
Wayne A. Palladino, Vice President
TRANSWORLD HEALTHCARE, INC.
By:/s/ Wayne A. Palladino
Wayne A. Palladino, Senior Vice President and Chief
Financial Officer
IMH ACQUISITION CORP.
By:/s/ Wayne A. Palladino
Wayne A. Palladino, Senior Vice President and Chief
Financial Officer
EXHIBIT 17(D)(2)
FOR IMMEDIATE RELEASE
HEALTH MANAGEMENT. INC. COMPLETES MERGER
WITH TRANSWORLD HEALTHCARE. INC.
Buffalo Grove, IL -- September 30, 1997 -- HMI, Inc. ("HMI") (NASDAQ SmallCap;
HMIS) reported today that it has completed its previously announced merger with
a wholly owned subsidiary of Transworld HealthCare, Inc. (NASDAQ National
Market: TWHH, TWHHW) resulting in HMI becoming a wholly owned subsidiary of
Transworld. Under the terms of the merger, HMI stockholders will be entitled to
receive $0.30 in cash for each share of HMI common stock. HMI announced that
its stockholders would soon be receiving instructions for submitting their
shares of common stock in exchange for cash consideration.
The Company also announced that as a result of the consummation of the merger,
the remaining $1.35 million of the total $4.5 million settlement in connection
with the class action lawsuit entitled In re Health Management, Inc. Securities
Litigation, Master File No. 96-089 ADS will be paid by the surviving company to
the plaintiff class. The class of persons covered by the settlement include
those persons who purchased HMI common stock during the period August 25, 1994
and ending February 27, 1996, the date HMI announced it would have to restate
certain of its 1995 and 1996 fiscal year financial statements.
The directors and officers of HMI have resigned effective upon the completion of
the merger, and have been replaced by Transworld designees.
HMI has been advised by Transworld that simultaneously with the closing of the
merger, Transworld completed the sale of substantially all of HMI's assets to
Counsel Corporation (TSE:CXS/NASDAQ:CXSNF).
Health Management, Inc. is a national provider of integrated pharmacy management
services to patients with chronic medical conditions and to health care
professionals, drug manufacturers and third-party payors involved in their care.
Except for historical information contained herein, the statements made in this
release constitute forward looking statements that involve certain risks and
uncertainties. Certain factors may cause actual results to differ materially
from those contained in the forward looking statements, including those risks
detailed from time to time in the Company's reports on file at the Securities
and Exchange Commission.
# # #
For additional information: At Edelman Financial:
At HMI: Joe Kist
Jim Mieszala - Chief Executive 212-704-8239
Officer and President
847-913-2404
EXHIBIT 17(D)(3)
TRANSWORLD 555 Madison Avenue - 30th Floor
HEALTHCARE New York, New York 10022
(212) 750-0064
Fax: (212) 750-7221
For Further Information, Contact:
Wayne A. Palladino, Chief Financial Officer (914) 345-8880 OR
Susan J. Lewis, Public and Investor Relations (303) 804-0494
FOR IMMEDIATE RELEASE
OCTOBER 1, 1997
TRANSWORLD HEALTHCARE, INC. COMPLETES HEALTH MANAGEMENT,
INC. MERGER; SIMULTANEOUSLY SELLS HEALTH MANAGEMENT, INC.
ASSETS TO COUNSEL CORPORATION
NEW YORK . . . October 1, 1997 . . . Transworld HealthCare, Inc. (Nasdaq
National Market: TWHH, TWHHW) announced today that it has completed its
previously announced merger with Health Management, Inc. ("HMI" - Nasdaq Small
Cap: HMIS), and HMI has become a wholly owned subsidiary of Transworld. Under
the terms of the merger, HMI stockholders will be entitled to receive $0.30 in
cash for each share of HMI Common Stock.
Concurrently with the close of the merger, Transworld also completed the
previously reported sale of substantially all the assets of HMI to Counsel
Corporation (TSE:CXS/NASDAQ:CXSNF). HMI will be integrated into Counsel Corp.'s
subsidiary, Stadtlander Drug Co., Inc. Additional details of either transaction
were not disclosed.
The HMI merger and asset sale represent major steps taken by Transworld to
sell off its non-core business assets. Transworld has been engaged in this
restructuring process throughout the second half of fiscal 1997.
Transworld HealthCare, Inc. is a regional provider of a broad range of
alternate site healthcare services and products. It also operates a specialized
mail order pharmacy and provides medical supplies to patients nationwide. The
Company's United Kingdom based subsidiary, Transworld HealthCare (UK) Limited,
with 70 locations, provides respiratory therapy, medical supplies and nursing
services throughout the UK.
Certain statements contained herein are forward-looking statements that have
been made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve known and
unknown risks and uncertainties which may cause the actual results in the
future periods or plans for future periods to differ materially from those
described herein as anticipated, believed or estimated.
