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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
AMENDMENT NO. 1 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CONTINENTAL MEDICAL SYSTEMS, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
21164210
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(CUSIP Number)
Scot Sauder
Vice President -- Legal Affairs,
General Counsel and Secretary
Horizon/CMS Healthcare Corporation
6001 Indian School Road, N.E., Suite 530
Albuquerque, NM 87110
(505) 881-4961
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 10, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box. / /
Check the following box if a fee is being paid with this statement. / /
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities
of that Section of the Act but shall be subject to all other provisions of
the Act.
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1 NAME OF REPORTING PERSON . . . . . . . . . . . . . . .HORIZON\CMS HEALTHCARE
CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON. . . . . . . . . . . . . . . . . . . . . . . . . .91-1346899
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ /
(b)/ /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
0
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER 21,000,000
OF ------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED ------------------------------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH 21,000,000
REPORTING ------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,000,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0%
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14 TYPE OF REPORTING PERSON
CO
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This Amendment No. 1 to Schedule 13D constitutes Horizon/CMS Healthcare
Corporation's final 13D and amends, to the extent set forth below, the
Schedule 13D dated March 31, 1995 filed by Horizon Healthcare Corporation with
the Securities and Exchange Commission on April 10, 1995. Horizon Healthcare
Corporation changed its name to Horizon/CMS Healthcare Corporation on
July 10, 1995.
ITEM 3 OF THIS SCHEDULE 13D IS HEREBY AMENDED TO READ IN ITS ENTIRETY AS
FOLLOWS:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Amended and Restated Agreement and Plan of Merger, dated
as of May 23, 1995, among Horizon, CMS Merger Corporation, a Delaware
corporation and wholly owned subsidiary of Horizon ("Merger Sub"), and CMS
(the "Merger Agreement"), each issued and outstanding share of CMS Common
Stock, par value $.01 per share, was converted into .5397 of one share of
Horizon Common Stock on the Effective Date, which was July 10, 1995, and each
of the 100 issued and outstanding shares of Merger Sub was converted into
210,000 shares of CMS Common Stock. As a result, Horizon now owns 100.0% of the
issued and outstanding shares of CMS Common Stock.
ITEM 5 OF THIS SCHEDULE 13D IS HEREBY AMENDED TO READ IN ITS ENTIRETY AS
FOLLOWS:
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
As discussed in Item 3, Horizon owns 100% of the issued and outstanding
shares of CMS Common Stock. Except for the conversion of all CMS Common Stock
into Horizon Common Stock pursuant to the Merger Agreement, no transactions in
CMS Common Stock were effected during the past sixty days by Horizon or, to the
best of Horizon's knowledge, by any executive officer or director of Horizon. In
addition, no person other than Horizon has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities covered by this Schedule 13D.
ITEM 6 OF THIS SCHEDULE 13D IS HEREBY AMENDED TO READ IN ITS ENTIRETY AS
FOLLOWS:
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
All of the issued and outstanding CMS Common Stock has been pledged by
Horizon pursuant to its credit facility.
ITEM 7 OF THIS SCHEDULE 13D IS HEREBY AMENDED TO READ IN ITS ENTIRETY AS
FOLLOWS:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed as part of this Schedule 13D:
Exhibit A Name, Business Address, and Present Principal Occupation
of Each Executive Officer and Director of Horizon.
Exhibit B Amended and Restated Agreement and Plan of Merger, dated as
of May 23, 1995, among Horizon, Merger Sub and CMS
(incorporated by reference to Exhibit 2.3 to Amendment No. 1
to Horizon's Registration Statement on Form S-4
(Registration No. 33-59561)).
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SIGNATURE
After reasonable 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: July 20, 1995 HORIZON/CMS HEALTHCARE CORPORATION
By: /s/ Scot Sauder
_____________________________________________
Name: Scot Sauder
Title: Vice President - Legal Affairs, General
Counsel and Secretary
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EXHIBIT INDEX
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NUMBER
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A Name, Business Address, and Present Principal Occupation of
Each Executive Officer and Director of Horizon/CMS Healthcare
Corporation.
B Amended and Restated Agreement and Plan of Merger, dated as of
May 23, 1995, among Horizon, Merger Sub and CMS (incorporated
by reference to Exhibit 2.3 to Amendment No. 1 to Horizon's
Registration Statement on Form S-4 (Registration No. 33-59561)).
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EXHIBIT A
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OF
EACH EXECUTIVE OFFICER AND DIRECTOR OF HORIZON
I. EXECUTIVE OFFICERS OF HORIZON
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<CAPTION>
Present Principal
Name Business Address Occupation
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<S> <C> <C>
Neal M. Elliott 6001 Indian School Road, Chairman of the Board,
N.E., Suite 530 President and Chief
Albuquerque, NM 87110 Executive Officer
Klemmet L. Belt, Jr. 6001 Indian School Road, Executive Vice President
N.E., Suite 530 and Director
Albuquerque, NM 87110
Robert A. Ortenzio 6001 Indian School Road, Executive Vice President
N.E., Suite 530 and Director
Albuquerque, NM 87110
Michael A. Jeffries 6001 Indian School Road, Senior Vice President,
N.E., Suite 530 Operations and Director
Albuquerque, NM 87110
Charles H. Gonzales 6001 Indian School Road, Senior Vice President,
N.E., Suite 530 Subsidiary Operations
Albuquerque, NM 87110 and Director
Ernest A. Schofield 6001 Indian School Road, Senior Vice President,
N.E., Suite 530 Finance and Chief
Albuquerque, NM 87110 Financial Officer
Scot Sauder 6001 Indian School Road, Vice President -- Legal
N.W., Suite 530 Affairs, General Counsel
Albuquerque, NM 87110 and Secretary
</TABLE>
II. NON-EMPLOYEE DIRECTORS OF HORIZON
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<CAPTION>
Present Principal
Name Business Address Occupation
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<S> <C> <C>
Russell L. Carson One World Financial Center General Partner,
Suite 3601 Welsh, Carson, Anderson
New York, NY 10281 & Stowe
Bryan C. Cressey 6100 Sears Tower Principal,
Chicago, IL 60606 Golder, Thoma, Cressey,
Rauner, Inc.
Gerard M. Martin 600 Centre Street Consultant
Newton, MA 02158
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Present Principal
Name Business Address Occupation
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<S> <C> <C>
Frank M. McCord 2828 Colby Avenue Chairman, Cascade
Everett, WA 98201 Savings Bank
Raymond N. Noveck 460 Totten Pond Road President, Strategic
Waltham, MA 02158 Systems, Inc.
Barry M. Portnoy One Post Office Square Attorney-at-Law,
Boston, MA 02109 Sullivan & Worcester
Rocco A. Ortenzio 6001 Indian School Road, Consultant
N.E., Suite 530
Albuquerque, NM 87110
LeRoy S. Zimmerman One South Market Square Building Attorney-at-Law,
213 Market Street Eckert, Seamans, Cherin
Harrisburg, PA 17101 & Mellott
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