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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
_____________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED): APRIL 1, 1996
_____________________________
HORIZON/CMS HEALTHCARE CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 1-9369 91-1346899
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation or org- Identification No.)
anization)
6001 INDIAN SCHOOL ROAD, N.E.
SUITE 530
ALBUQUERQUE, NEW MEXICO
(Address of principal
executive offices)
87110
(Zip Code)
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ITEM 5.
RONALD GOTTESMAN VS. HORIZON/CMS HEALTHCARE CORPORATION, No. CV-96-02894,
Second Judicial District Court, County of Bernalillo, State of New Mexico
On April 1, 1996, Horizon/CMS Healthcare Corporation ("Horizon/CMS" or
the "Company") publicly announced that it had been served on March 28, 1996
with a lawsuit filed on March 21, 1996, in New Mexico state district court in
Albuquerque, New Mexico by a former shareholder of Continental Medical Systems,
Inc. This lawsuit, which among other things, seeks class certification,
alleges violations of federal and New Mexico state securities laws arising from
what the plaintiff contends are materially misleading statements by Horizon/CMS
in the June 6, 1996 joint proxy statement/prospectus (the "CMS Prospectus").
The plaintiff alleges that Horizon/CMS failed to disclose in the CMS
Prospectus those problems in Horizon/CMS's Medicare Part B billings
Horizon/CMS described in its March 15, 1996 press release (March 21, 1996
Current Report on Form 8-K). Horizon/CMS disputes the factual and legal
premise upon which the plaintiff's lawsuit is based and denies that the
plaintiff is entitled to any recovery on his claim. To that end, Horizon/CMS
intends to contest this litigation vigorously. Because the lawsuit just
began, the Company cannot now predict the outcome of this litigation; the
length of time it will take to resolve this litigation; or the effect of any
such outcome on Horizon/CMS's financial condition or results of operations.
LAWRENCE DONNARUMMA ET AL., VS. ROCCO A. ORTENZIO, NEAL M. ELLIOTT, ROBERT A.
ORTENZIO, RUSSELL L. CARSON, KLEMMET L. BELT, JR., ERNEST A. SCHOFIELD, AND
HORIZON/CMS HEALTHCARE CORPORATION, No. CIV-960-0442-BB, United States
District Court for the District of New Mexico.
On April 5, 1996, the Company was served with a complaint filed on April
2, 1996 by a current or former shareholders of the Company on behalf of all
persons who purchased common of stock of Horizon/CMS between July 5, 1996 and
March 1, 1996 (the "Class Period"). This lawsuit, which was publicly announced
by plaintiffs' counsel on April 3, 1996, was filed in the United States
District Court for the District of New Mexico, in Albuquerque, New Mexico.
In this lawsuit, the plaintiffs allege violations of federal and
New Mexico state securities laws. In this connection, the plaintiffs allege
that during the Class Period, the named defendants disseminated materially
misleading statements about the Company, its business, its Greenery
Rehabilitation Group, Inc. ("Greenery") and Continental Medical Systems, Inc.
("CMS") acquisitions, Greenery's improved operations after the acquisition,
the successful integration of Continental's operations in the Company's and
the cost savings and operating efficiencies obtained thereby, Horizon/CMS's
earnings growth and financial statements, the Company's ability to continue
to achieve profitable growth and the status and magnitude of regulatory
investigations into and audits of the Company. Horizon/CMS disputes the
factual and legal premise upon which the plaintiffs' lawsuit is based and
denies that the plaintiffs are entitled to any recovery on their claims. To
that end, Horizon/CMS intends to contest this litigation vigorously. Because
the lawsuit just began, the Company cannot now predict the
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outcome of this litigation; the length of time it will take to resolve this
litigation; or the effect of any such outcome on Horizon/CMS's financial
condition or results of operations.
JERRY S. ROSENBAUM VS. HORIZON/CMS HEALTHCARE CORPORATION, NEAL M. ELLIOTT,
ROBERT A. ORTENZIO, KLEMETT L. BELT, JR., ROCCO A. ORTENZIO, ERNEST A.
SCHOFIELD AND RUSSELL L. CARSON, No. CIV-96-0447-JC, United States District
Court for the District of New Mexico.
On April 5, 1996, the Company was served with a class action lawsuit
filed on April 3, 1996, in the United States District Court for the District
of New Mexico, in Albuquerque, New Mexico by a current or former shareholder
of the Company seeking to represent a class of persons who purchased
Horizon/CMS common stock between June 6, 1996 and March 15, 1996. This
lawsuit, which among other things, seeks class certification, alleges
violations of federal and New Mexico state securities laws arising from what
the plaintiff contends was the dissemination of false and misleading
statements information about Horizon/CMS's financial results and business
prospects, particularly as those results and prospects are affected by those
problems in Horizon/CMS's Medicare Part B billings Horizon/CMS described in
its March 15, 1996 press release (March 21, 1996 Current Report on Form 8-K).
Horizon/CMS disputes the factual and legal premise upon which the plaintiff's
lawsuit is based and denies that the plaintiff is entitled to any recovery on
his claim. To that end, Horizon/CMS intends to contest this litigation
vigorously. Because the lawsuit just began, the Company cannot now predict
the outcome of this litigation; the length of time it will take to resolve
this litigation; or the effect of any such outcome on Horizon/CMS's financial
condition or results of operations.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
HORIZON/CMS HEALTHCARE CORPORATION
By: /s/ Scot Sauder
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Scot Sauder
VICE PRESIDENT OF LEGAL AFFAIRS,
SECRETARY AND GENERAL COUNSEL
Date: April 8, 1996.
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