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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 10, 1995
______________________________________________________________________________
Horizon/CMS Healthcare Corporation
(Exact name of registrant as specified in its charter)
______________________________________________________________________________
DELAWARE 1-9369 91-1346899
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
______________________________________________________________________________
6001 INDIAN SCHOOL ROAD, N.E., SUITE 530, ALBUQUERQUE, NM 87110
(Address of principal executive offices) (Zip Code)
______________________________________________________________________________
Registrant's telephone number, including area code: (505) 881-4961
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Pursuant to the Amended and Restated Agreement and Plan of Merger, dated
as of May 23, 1995 (the "Merger Agreement"), by and among Horizon Healthcare
Corporation ("Horizon"), CMS Merger Corporation, a wholly owned subsidiary of
Horizon ("Merger Sub"), and Continental Medical Systems, Inc. ("CMS"), Merger
Sub was merged with and into CMS on July 10, 1995 (the "Merger"). As a
result of the Merger, each outstanding share of CMS Common Stock, par value
$.01 per share, was converted into .5397 of one share of Horizon Common
Stock, par value $.001 per share, and CMS became a wholly owned subsidiary of
Horizon. The conversion ratio of .5397 and the terms of the Merger Agreement
were the result of arm's-length negotiations between representatives of CMS
and Horizon. For additional information see "The Merger" and "Certain Terms
of the Merger Agreement" of the Joint Proxy Statement/Prospectus of Horizon
and CMS dated June 6, 1995 (as supplemented by the Joint Proxy
Statement/Prospectus Supplement of June 21, 1995), which is incorporated
herein by reference. In connection with the Merger, Horizon changed its name to
Horizon/CMS Healthcare Corporation.
CMS is a diversified provider of medical rehabilitation and physician
services. CMS operates 37 freestanding rehabilitation hospitals, provides
outpatient rehabilitation services at more than 130 locations and manages 13
inpatient rehabilitation units for general acute care hospitals. CMS also
provides contract therapy services in more than 30 states. It is currently
Horizon's intention to continue to use the assets owned by CMS for similar
uses.
The Merger Agreement and press release announcing the consummation of
the Merger are filed as Exhibits 2 and 99 hereto, respectively, and are
specifically incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED:
It was impracticable to provide the required historical financial
information by the date this Report was filed with the Securities and
Exchange Commission (the "Commission"). Horizon will provide such
information under cover of Form 8-K/A as soon as practicable, but in any
event not later than 60 days after the date this Report was required to
be filed with the Commission.
(B) PRO FORMA FINANCIAL INFORMATION:
It was impracticable to provide the required pro forma financial
information by the date this Report was filed with the Commission and the
required information was not available on such date. Horizon will provide
such information under cover of Form 8-K/A as soon as practicable, but in
any event not later than 60 days after the date this Report was required to
be filed with the Commission.
(C) EXHIBITS:
2 Amended and Restated Agreement and Plan of Merger, dated as of
May 23, 1995, by and 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)).
99.1 Joint Proxy Statement/Prospectus of Horizon and CMS dated June 6,
1995 (as supplemented by the Joint Proxy Statement/Prospectus
Supplement of June 21, 1995) (incorporated by reference to
Horizon's Registration Statement on Form S-4 (Registration
No. 33-59561)).
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99.2 Press Release of Horizon dated July 10, 1995.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf of the undersigned, thereunto duly authorized.
HORIZON/CMS HEALTHCARE CORPORATION
By: /s/ SCOT SAUDER
________________________________________
Scot Sauder
Vice President - Legal Affairs,
Secretary and General Counsel
Dated: July 25, 1995
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION OF EXHIBITS PAGE NUMBER
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<S> <C> <C>
2 Amended and Restated Agreement and
Plan of Merger, dated as of May 23,
1995, by and among Horizon Healthcare
Corporation, CMS Merger Corporation
and Continental Medical Systems, Inc.
(incorporated by reference to Exhibit
2.3 to Amendment No. 1 to Horizon's
Registration Statement on Form S-4
(Registration No. 33-59561)).
99.1 Joint Proxy Statement/Prospectus of
Horizon and CMS dated June 6, 1995 (as
supplemented by the Joint Proxy
Statement/Prospectus Supplement of
June 21, 1995) (incorporated by reference
to Horizon's Registration Statement on
Form S-4 (Registration No. 33-59561)).
99.2 Press Release of Horizon/CMS Healthcare
Corporation dated July 10, 1995.
</TABLE>
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HORIZON LOGO
HORIZON HEALTHCARE CORP. AND CONTINENTAL MEDICAL SYSTEMS INC.
STOCKHOLDERS EACH APPROVE MERGER TRANSACTION
ALBUQUERQUE, N.M. and MECHANICSBURG, Pa., July 6 /PRNewswire/ --
At Horizon Healthcare Corp.'s (NYSE: HHC) and Continental Medical Systems
Inc.'s (NYSE: CNM) respective special stockholder meetings today, stockholders
of each company approved the previously announced merger. In the merger, each
share of Continental Medical Systems Inc. will be converted into .5397 of a
share of Horizon common stock. Horizon anticipates that the merger will be
completed in the near future. The combined company will be known as
Horizon/CMS Healthcare Corp.
Commenting on the merger vote, Neal Elliott, Horizon's chairman and CEO
noted, "We are very pleased with the vote and very excited about the merger,
which represents a significant growth opportunity for our company. The merger
will create one of the largest post-acute networks in the United States. The
ability to deliver a full continuum of lower cost post-acute health care
services in several markets will provide a competitive advantage and
positions the company for a more cost conscious health care market in the
future. We also plan to expand Horizon's specialty services and programs into
the CMS markets."
The merger will add 37 rehabilitation hospitals in 14 states with 2,515
beds, outpatient rehabilitation services at more than 130 locations, 13
in-patient rehabilitation units, and contract therapy services in more than
30 states serving more than 2,400 facilities with over 4,000 therapists.
The merger will expand the number of facilities operated by Horizon to 167
with 18,972 beds.
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When the merger is completed, Horizon/CMS Healthcare Corp. headquartered
in Albuquerque, will be one of the nation's largest diversified health care
providers of acute rehabilitation services, long-term nursing care and
contract therapy services. Additionally, the company will provide an extensive
array of specialty healthcare services including subacute care, pharmacy
services, rehabilitation therapies, clinical laboratory services, physician
placement and management services, medical and sleep diagnostic services, home
respiratory care services and Alzheimer's care. Horizon/CMS Healthcare Corp.
will operate thirty-seven acute rehabilitation hospitals and 125 long-term
care centers totaling 18,972 beds. The company also will provide subacute
care through 25 specialty hospitals and specialty subacute care units; and
out-patient rehabilitation services at more than 130 locations. In addition,
the company will provide contract therapy services in 31 states and
institutional pharmacy services in 16 states.
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/NOTE TO EDITORS: Horizon Health Care press releases are available at no
charge through PR Newswire's Company News On-Call fax service. For a menu of
available Horizon Health Care press releases or to retrieve a specific
release, call 800-758-5804, ext. 418784./
/CONTACT: Michael H. Seeliger of Horizon Healthcare, 505-881-4961; or
Warren H. McInteer of Continental Medical Systems, 717-790-8300/
(HHC CNM)
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