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) July 11, 1997.
HEALTH MANAGEMENT, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-18472 75-2096632
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation or
organization)
1371-A Abbott Court, Buffalo Grove, Illinois 60089
(Address of principal executive offices) (Zip Code)
(847) 913-2700
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report.)
Item 5. Other Events.
On July 11, 1997, at a special meeting of stockholders of Health
Management, Inc. (the "Company"), the Company's stockholders approved the
Agreement and Plan of Merger, dated as of November 13, 1996, as amended (the
"Merger Agreement"), among the Company, Transworld HealthCare, Inc.
("Transworld"), and IMH Acquisition Corp., a wholly-owned subsidiary of
Transworld ("IMH"). Pursuant to the Merger Agreement, IMH will be merged with
and into the Company (the "Merger") and, among other things, each share of
Common Stock of the Company, other than shares of Common Stock held by
Transworld and its subsidiaries, will be converted into the right to receive
$0.30 per share.
The consummation of the Merger is subject to customary closing conditions,
including, but not limited to, the approval of Transworld's lenders. If the
Merger is not consummated on or before July 31, 1997, Transworld and the Company
may terminate the Merger Agreement.
On July 11, 1997, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
99.1 Press release dated July 11, 1997 issued by the Company.
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 thereunto duly authorized.
HEALTH MANAGEMENT, INC.
(Registrant)
Date: July 16, 1997
By: /s/ W. James Nicol
Name: W. James Nicol
Its: President and
Chief Executive Officer
Exhibit 99.1
Health Management, Inc.
1371-A Abbott Court
Buffalo Grove, Illinois 60089
Tel: 847-913-2700
Fax: 847-913-2715
FOR IMMEDIATE RELEASE
STOCKHOLDERS OF HEALTH MANAGEMENT, INC.
APPROVE MERGER AGREEMENT
Buffalo Grove, IL -- July 11, 1997 . . . Health Management, Inc. ("HMI") (NASDAQ
SmallCap Market:HMIS) announced today at a special meeting of stockholders held
this morning, that the Agreement and Plan of Merger, dated November 13, 1996, as
amended, among the Company, Transworld HealthCare, Inc. ("Transworld") and IMH
Acquisition Corp., a wholly-owned subsidiary of Transworld, received stockholder
approval.
The consummation of the merger is subject to customary closing conditions
including, but not limited to, the approval of Transworld's senior lender. If
the merger is not consummated on or before July 31, 1997, Transworld and the
Company may terminate the Merger Agreement.
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 payers involved in their care.
Except for historical information contained herein, the statements made in this
release constitute forward looking statements that involve 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 HMI: At Edelman Financial:
Jim Nicol, President and CEO Diane Perry or Joe Kist
847-913-2404 212-704-8293 or 212-704-8239
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