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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 3, 1995
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NovaCare, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10875 13-3247827
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(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)
1016 W. Ninth Avenue King of Prussia, PA 19406
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 992-7200
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(Not applicable)
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 5
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Index to Exhibits on Page 4
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ITEM 5. OTHER EVENTS.
On February 3, 1995, NovaCare, Inc., a Delaware corporation, and NC
Resources, Inc., a Delaware corporation and a wholly-owned subsidiary of
NovaCare ("Resources"), entered into an agreement (the "Transaction") to sell
to HEALTHSOUTH Corporation, a Delaware corporation, all of the issued and
outstanding common stock, $.01 par value per share, of Rehab Systems Company, a
Delaware corporation and a wholly-owned subsidiary of Resources ("RSC"), for an
aggregate consideration of approximately $235,000,000, including approximately
$215,000,000 of cash and $20,000,000 of assumed indebtedness. RSC engages in
the business of delivering rehabilitative healthcare services to the public
through 11 rehabilitation hospitals, five community reentry centers, five
subacute units and two satellite outpatient facilities. The amount of
consideration was arrived at pursuant to arms-length negotiation between
parties. The Transaction, which is contingent upon review by the U.S.
Department of Justice and the Federal Trade Commission under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, is expected to close in
April 1995.
For additional information regarding the Transaction, reference is
made to the Press Release dated February 6, 1995, which is included as Exhibit
99 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
EXHIBIT NUMBER DESCRIPTION
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99 Press Release dated February 6, 1995
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SIGNATURE
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 hereunto duly authorized.
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NovaCare, Inc.
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(Registrant)
Date February 17, 1995 By: /s/ Timothy E. Foster
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Title: President and Chief
Operating Officer
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EXHIBIT INDEX
EXHIBIT NUMBER
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99 Press Release dated February 6, 1995
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EXHIBIT 99
PRESS RELEASE [LOGO]
NOVACARE INC.
1016 West Ninth Avenue
King of Prussia, PA 19406
(610) 992-7200
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FOR IMMEDIATE RELEASE Analyst Carol J. Klein
Contact: Vice President,Communications
(610) 992-7240
NOVACARE ANNOUNCES SALE OF HOSPITAL DIVISION
KING OF PRUSSIA, Pa., February 6, 1995 -- NovaCare, Inc. (NYSE: NOV) today
announced a definitive agreement to sell its Medical Rehabilitation Hospital
Division to HEALTHSOUTH Corporation (NYSE: HRC), Birmingham, Ala. Under the
terms of the agreement, HEALTHSOUTH will pay NovaCare total consideration of
approximately $235 million, including approximately $215 million of cash and
$20 million of assumed debt.
"In recent months we have witnessed the rapid growth of managed care in the
acute rehabilitation hospital setting," said John H. Foster, NovaCare
chairman and chief executive officer. "The most successful hospital companies
in this environment will be those with a significant national presence, able to
take advantage of economies of scale and national contracting opportunities.
While our rehabilitation hospitals have been very profitable, our expertise is
in providing rehabilitation services in less capital-intensive settings and on
managing subacute and rehabilitation programs for other health care companies."
"This transaction is a win-win for both companies, our shareholders and
employees," he added. "We will realize a substantial gain. Our hospital
employees will be joining a company that is the recognized leader in acute
inpatient rehabilitation with an expanding national presence. HEALTHSOUTH is
acquiring state-of-the-art hospitals and an exceptional group of talented and
dedicated employees."
"We will use the proceeds of this transaction to build NovaCare's leading
market share positions in our other rehabilitation businesses and to pay down
debt," said Timothy E. Foster, NovaCare's president and chief operating
officer.
The transaction is subject to certain regulatory approvals and a U. S. Justice
Department review under the Hart-Scott-Rodino Act and is expected to close
early in NovaCare's fiscal fourth quarter.
NovaCare, Inc. is the leading rehabilitation management services company in the
United States and the nation's largest employer of rehabilitation
professionals. NovaCare's 10,000 clinicians treat nearly 40,000 patients each
day in nursing facilities, acute care and rehabilitation hospitals, outpatient
clinics and orthotic and prosthetic patient care centers. Rehabilitation
therapy and subacute services are provided both directly and under contract
with other health care facilities in 43 states.
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