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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.______)*
HORIZON/CMS HEALTHCARE CORPORATION
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(Name Of Issuer)
COMMON STOCK
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(Title of Class of Securities)
440400109
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(CUSIP Number)
F. Douglas Raymond III, Drinker Biddle & Reath,
1345 Chestnut St., Phila. PA 19107
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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 if 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-(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 440400109 PAGE 2 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rocco A. Ortenzio
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
2 (b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER
7
NUMBER OF 1,766,075 (includes 1,136,068 options and a
conversion right to acquire 126,103 shares)
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,173,447 (see Items 2 and 5)
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,766,075 (includes 1,136,068 options and a
conversion right to acquire 126,103 shares)
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,173,447 (see Items 2 and 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,939,523 (includes options to purchase 1,136,068 shares and a
conversion right to acquire 126,103 shares)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[_]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
5.8%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Page 3 of 7
ATTACHMENT TO SCHEDULE 13D
FILED ON BEHALF OF
ROCCO A. ORTENZIO
HORIZON/CMS HEALTHCARE CORPORATION
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ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $.001 per share (the
"Common Stock"), of Horizon/CMS Healthcare Corporation, a Delaware
corporation (the "Issuer"), which has its principal executive offices at
6001 Indian School Road, N.W., Suite 530, Albuquerque, New Mexico 87110.
ITEM 2. IDENTITY AND BACKGROUND
The name of the person filing this statement is Rocco A. Ortenzio, an
individual ("Mr. Ortenzio"). Mr. Ortenzio is a member of the Board of
Directors of the Issuer.
Information required by clauses (b) to (f) of Item 2 are set forth
below for Rocco A. Ortenzio.
(b) c/o Continental Medical Systems
600 Wilson Lane
Mechanicsburg, PA 17055
(c) Consultant
c/o Continental Medical Systems, Inc.
600 Wilson Lane
Mechanicsburg, PA 17055
(d) no
(e) no
(f) United States of America
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On July 10, 1995, CMS Merger Corporation, a wholly-owned subsidiary of
Horizon Healthcare Corporation ("Horizon"), merged with and into
Continental Medical Systems, Inc. ("CMS") pursuant to an Amended and
Restated Agreement and Plan of Merger dated as of May 23, 1995. On the
date of this merger (the "Merger"), Horizon changed its name to Horizon/CMS
Healthcare Corporation ("Horizon/CMS"). As a result of the Merger, without
payment of any consideration by the reporting person, each share of common
stock of CMS outstanding immediately prior to the Merger was converted into
.5397 shares of Common Stock, each option to
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Page 4 of 7
acquire common stock of CMS was converted into an option to acquire Common
Stock, and an outstanding convertible debenture held by the reporting
person became convertible into Common Stock. This Form 13D is being filed
to report the shares of Common Stock acquired by the reporting person as a
consequence of the Merger.
ITEM 4. PURPOSE OF THE TRANSACTION
The reporting person acquired his shares of Common Stock (and options
to acquire such shares) as a result of the conversion of common stock of
CMS into shares of Horizon/CMS pursuant to the Merger. Although the
reporting person has no immediate intentions regarding any plans or
proposals which relate to or which would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D, the
reporting person generally expects over time to reduce his holdings of
shares of Common Stock through dispositions and by reason of the expiration
without exercise of stock options. The reporting person intends to review
on a continuing basis his investment in Horizon/CMS and, depending on his
evaluation of the business, operations, financial position and prospects of
Horizon/CMS, may determine to increase or decrease his investment position
in Horizon/CMS.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) number of shares of Common Stock of the Issuer beneficially
owned: 2,939,523 (includes options to purchase 1,136,068 shares
and a conversion right to acquire 126,103 shares)
percentage of Common Stock beneficially owned: 5.8% (based on
information supplied by the Issuer as of July 10, 1995)
(b) number of shares of Common Stock which Mr. Ortenzio has sole
power to vote or direct vote: 1,766,075 (includes options to
purchase 1,136,068 shares and a conversion right to acquire
126,103 shares)
number of shares of Common Stock which he has sole power to
dispose or direct the disposition: 1,766,075 (includes options to
purchase 1,136,068 shares and a conversion right to acquire
126,103 shares)
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Page 5 of 7
Mr. Ortenzio may be deemed to share voting and disposition power
with respect to 1,173,447 shares of Common Stock which are held
of record by two corporations which are majority-owned and
controlled by him. Because of Mr. Ortenzio's controlling interest
as a majority stockholder of these corporations, he does not
consider the shares of Common Stock held by these corporations to
be subject to shared power of voting or disposition. Liberty
Investors, Inc., a Delaware corporation, owns of record 997,095
shares of Common Stock (1.9% of the outstanding Common Stock).
Healthcare Investors, Inc., a Delaware corporation, owns of
record 176,352 shares of Common Stock (.4% of the outstanding
Common Stock). Each corporation is a holding company for various
investments and has its business address c/o Organization
Services, Inc., 103 Springer Building, 3411 Silverside Road,
Wilmington, Delaware 19810. Mr. Ortenzio and Robert A. Ortenzio,
his adult son, are the directors of Liberty Investors, Inc. Mr.
Ortenzio and Raymond C. Grandon, M.D. are the directors of
Healthcare Investors, Inc.
Robert A. Ortenzio is an Executive Vice President and director of
the Issuer and President of Continental Medical Systems, Inc.
His business address is c/o Continental Medical Systems, Inc.,
600 Wilson Lane, Mechanicsburg, Pennsylvania 17055. Robert A.
Ortenzio beneficially owns 1,545,758 shares (including options to
purchase 369,316 shares) of Common Stock (3% of the outstanding
Common Stock, based on information supplied by the Issuer as of
July 10, 1995). Of these shares he has the sole voting and
dispositive power with respect to 548,661 shares (including
369,316 options) and may be deemed to share voting and
dispositive power with respect to the 997,095 shares owned of
record by Liberty Investors, Inc. Dr. Grandon is a physician and
his address is 91 Poplar Avenue, New Cumberland, Pennsylvania
17070. Mr. Ortenzio has been advised that Dr. Grandon owns 728
shares of Common Stock. Robert A. Ortenzio and Dr. Grandon are
United States citizens.
During the last five years none of these corporations nor, to the
best of Mr. Ortenzio's knowledge, any of their respective
executive
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Page 6 of 7
officers or directors has been convicted in a criminal
proceeding (excluding traffic violations and similar
misdemeanors) or has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
(c) None
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
In connection with the Merger, on March 31, 1995 Mr. Ortenzio entered
into a Affiliate's Agreement pursuant to which he has agreed not to make
any sale, transfer or other disposition of Common Stock received by him in
connection with the Merger or otherwise owned by him until such time as
financial results that include at least 30 days of combined operations of
CMS and Horizon after the Merger shall have been published, unless he shall
have delivered to Horizon/CMS prior to any such sale, transfer or other
disposition, a written opinion from Arthur Andersen LLP, independent public
accountants for Horizon/CMS, or a written no-action letter from the
accounting staff of the Securities and Exchange Commission, in either case
in form and substance reasonably satisfactory to Horizon/CMS, to the effect
that such sale, transfer or other disposition will not cause the Merger not
to be treated as a "pooling of interests" for financial accounting purposes
in accordance with generally accepted accounting principles, the Rules and
Regulations and interpretations of the SEC.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Affiliate's Agreement, dated as of March 31, 1995, between Horizon
Healthcare Corporation and Rocco A. Ortenzio
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Page 7 of 7
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 19, 1995 /s/ Rocco A. Ortenzio
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Rocco A. Ortenzio
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CONTINENTAL MEDICAL SYSTEMS, INC.
AFFILIATE'S AGREEMENT
Horizon Healthcare Corporation
6001 Indian School Road, N.E., Suite 530
Albuquerque, N.M. 87110
Gentlemen:
I have been advised that as of the date hereof, I may be deemed to be an
"affiliate" of Continental Medical Systems, Inc., a Delaware corporation (the
"Company"), as that term is defined for purposes of paragraphs (c) and (d)
of Rule 145 of the Rules and Regulations (the "Rules and Regulations") of the
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "Securities Act").
I understand that pursuant to the terms and subject to the conditions of
that certain Agreement and Plan of Merger by and among Horizon Healthcare
Corporation, a Delaware corporation, ("Acquiror"), CMS Merger Corporation, a
Delaware corporation and wholly owned subsidiary of Acquiror ("Merger Sub"),
and the Company dated as of March 31, 1995 (the "Merger Agreement"), providing
for, among other things, the merger of Merger Sub with and into the Company (the
"Merger"), I will be entitled to receive shares of common stock, par value $.001
per share ("Acquiror Common Stock"), of Acquiror in exchange for shares of
common stock, par value $.01 per share ("Company Common Stock"), of the Company
owned by me at the effective time of the Merger (the "Effective Time") as
determined pursuant to the Merger Agreement.
I further understand that the Merger will be treated for financial
accounting purposes as a "pooling of interests" in accordance with generally
accepted accounting principles and that the staff of the SEC has issued certain
guidelines that should be followed to ensure the pooling of the entities.
I hereby represent and warrant that, since 30 days before closing to and
including the date hereof, I have not sold, transferred or otherwise disposed of
any shares of Company Common Stock.
In consideration of the agreements contained herein, Acquiror's reliance on
this letter in connection with the consummation of the Merger and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, I hereby represent, warrant and agree that (i) I will not make any
sale, transfer or other disposition of Company Common Stock prior to the earlier
of the Effective Time and the termination of the Merger Agreement, (ii) I will
not make any sale, transfer or other disposition of Acquiror Common Stock
received by me
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pursuant to the Merger or otherwise owned by me until such time as financial
results that include at least 30 days of combined operations of the Company and
Acquiror after the Merger shall have been published, unless I shall have
delivered to Acquiror prior to any such sale, transfer or other disposition, a
written opinion from Authur Anderson LLP, independent public accountants for
Acquiror, or a written no-action letter from the accounting staff of the SEC, in
either case in form and substance reasonably satisfactory to Acquiror, to the
effect that such sale, transfer or other disposition will not cause the Merger
not to be treated as a "pooling of interests" for financial accounting purposes
in accordance with generally accepted accounting principles, the Rules and
Regulations and interpretations of the SEC and (iii) I will not make any sale,
transfer or other disposition of any shares of Acquiror Common Stock received by
me pursuant to the Merger in violation of the Securities Act or the Rules and
Regulations. I have been advised that the issuance of the shares of Acquiror
Common Stock pursuant to the Merger will have been registered with the SEC under
the Securities Act on a Registration Statement on Form S-4. I have also been
advised, however, that since I may be deemed to be an affiliate of the Company
at the time the Merger is submitted for a vote of the stockholders of the
Company, the Acquiror Common Stock received by me pursuant to the Merger can be
sold by me only (i) pursuant to an effective registration statement under the
Securities Act, (ii) in conformity with the volume and other limitations of Rule
145 promulgated by the SEC under the Securities Act, or (iii) in reliance upon
an exemption from registration that is available under the Securities Act.
I also understand that instructions will be given to Acquiror's transfer
agent with respect to the Acquiror Common Stock to be received by me pursuant
to the Merger and that there will be placed on the certificates representing
such shares of Acquiror Common Stock, or any substitutions therefor, a legend
stating in substance as follows:
"These shares were issued in a transaction to which Rule 145
promulgated under the Securities Act of 1933 applies. These shares
may only transferred in accordance with the terms of such Rule and an
Affiliate's Agreement between the original holder of such shares and
Horizon Healthcare Corporation, a copy of which agreement is on file
at the principal offices of Horizon Healthcare Corporation."
It is understood and agreed that the legend set forth above shall be removed
upon surrender of certificates bearing such legend by delivery of substitute
certificates without such legend if I shall have delivered to Acquiror an
opinion of counsel, in form and substance reasonably satisfactory to Acquiror,
to the effect that (i) the sale or disposition of the shares represented by the
surrendered certificates may be effected without registration of the offering,
sale and delivery of such shares under the Securities Act, and (ii) the shares
to be so transferred may be publicly offered, sold and delivered by the
transferee thereof without compliance with the registration provisions of the
Securities Act.
But its execution hereof, Acquiror agrees that it will, as long as I own
any Acquiror Common Stock to be received by me pursuant to the Merger, take all
reasonable efforts to make timely filings with the SEC of all reports required
to be filed by it pursuant to the Securities Exchange Act of 1934, as amended,
and will promptly furnish upon written request of the undersigned a written
statement confirming that such reports have been so timely filed.
2
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If you are in agreement with the foregoing, please so indicate by signing
below and returning a copy of this letter to the undersigned, at which time this
letter shall become a binding agreement between us.
Very truly yours,
By: /s/ Rocco A. Ortenzio
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Name: Rocco A. Ortenzio
Title: CHM/CEO-(CMS)
Date: 3/31/95
Address: c/o Company
ACCEPTED this__day
of _________, 1995
HORIZON HEALTHCARE CORPORATION
By____________________________
Name:
Title:
3
