HORIZON CMS HEALTHCARE CORP
10-K/A, 1996-02-27
SKILLED NURSING CARE FACILITIES
Previous: LEHMAN BROTHERS HOLDINGS INC, SC 13D, 1996-02-27
Next: HORIZON CMS HEALTHCARE CORP, S-4/A, 1996-02-27



<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------
                                  FORM 10-K/A
                                AMENDMENT NO. 2

(MARK ONE)
/X/       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934
                     FOR THE FISCAL YEAR ENDED MAY 31, 1995
                                       OR
/ /       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934
          FOR THE TRANSITION PERIOD FROM -------- TO --------

                           COMMISSION FILE NO. 1-9369
                           --------------------------
                       HORIZON/CMS HEALTHCARE CORPORATION

             (Exact name of registrant as specified in its charter)

               DELAWARE                                 91-1346899
   (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                 Identification No.)
    6001 INDIAN SCHOOL ROAD, N.E.,
              SUITE 530
           ALBUQUERQUE, NM                                87110
        (Address of principal                           (Zip Code)
          executive offices)

       Registrant's telephone number, including area code: (505) 881-4951

          Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
                                                  NAME OF EACH EXCHANGE
         TITLE OF EACH CLASS                       ON WHICH REGISTERED
- --------------------------------------    --------------------------------------
<S>                                       <C>
       Common Stock, par value                   New York Stock Exchange
            $.001 per share
</TABLE>

          Securities registered pursuant to Section 12(g) of the Act:

                                      None

    Indicate  by check  mark whether  the registrant  (1) has  filed all reports
required to be filed by  Section 13 or 15(d) of  the Securities Exchange Act  of
1934  during  the preceding  12  months (or  for  such shorter  period  that the
registrant was required to file such reports), and (2) has been subject to  such
filing requirements for the past 90 days.
  Yes _X_  No __

    Indicate  by check mark if disclosure  of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge, in definitive  proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  / /

    At  August 10,  1995, the registrant  had 50,480,302 shares  of Common Stock
outstanding. The aggregate  market value on  July 31, 1995  of the  registrant's
Common  Stock held by nonaffiliates of  the registrant was $1,042,815,120 (based
on the closing  price of these  shares as quoted  on such date  on the New  York
Stock Exchange).

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

                             TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----

                                   PART II

Item 7. Management's Discussion and Analysis of Financial Condition and
  Results of Operations (as amended)......................................   1

Signatures................................................................   8


                                      i


<PAGE>
                                     PART II

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (as amended)

OVERVIEW

    The  Company  adopted a  strategic  business plan  in  1990 to  increase
its specialty health care services as a  percent of operating revenues. The
Company has pursued this strategy by acquiring long-term care facilities and
integrating its specialty health care services into those facilities, by
acquiring providers of  specialty health care services, and by offering the
Company's broad range of specialty health care  services to  third parties.
As a  result, the  Company's operating  revenues  have grown  from $105.7
million in  fiscal 1990  to $639.1 million in fiscal 1995. Moreover,
specialty health care services have grown from $17.4 million, or 16.5% of
operating revenues in fiscal 1990 to $284.4  million, or  44.5% of operating
revenues in fiscal 1995. The Company now provides a broad range of specialty
health care services including subacute care,  rehabilitation therapies,
Alzheimer's  care,  institutional  pharmacy  services,  non-invasive medical
diagnostic and sleep diagnostic testing services and clinical laboratory
services.

    As previously discussed, the Company acquired CMS on July 10, 1995 by
means of  a merger of a wholly owned subsidiary of the Company with and into
CMS, with CMS being the surviving  corporation. Upon consummation of  the CMS
Merger,  CMS became  a  wholly  owned subsidiary  of  the  Company. The  CMS
Merger  will be accounted for  as  a  pooling  of  interests. Under  the
terms  of  the  merger agreement, each outstanding share of CMS's common
stock was converted into .5397 of  one share of  the Company's common  stock,
resulting in  the Company issuing approximately 20.9 million shares, valued
at approximately $393.9 million  based on  the  closing  price  of  the
Company's  common  stock  on  July  10,  1995. Approximately 50.3 million
shares of the Company's common stock were outstanding following the CMS
Merger. Additionally, outstanding options to acquire shares of CMS's common
stock were  converted into  options to  acquire approximately  3.8 million
shares of the Company's common stock.

    The Company's strategic business plan emphasizes operating and expanding
its long-term  care and specialty  programs and services  in regionally
concentrated areas, including  the midwest,  southwest and  northeast regions
 of the  United States. The Company is expanding its specialty health care
programs and services through the development of institutional pharmacies,
acquisition and development of  therapy companies  and medical diagnostic
companies and  the conversion and renovation or acquisition of  specialty
hospitals. In  turn, the acquisition  of long-term care facilities in certain
geographic areas has enhanced the Company's expansion  of its specialty
programs. Specifically, in certain geographic areas, the Company's long-term
care presence is a platform from which it can vertically integrate its
specialty health care programs and services.

    CMS is one of the nation's largest providers of comprehensive inpatient
and outpatient  medical rehabilitative services. CMS  has a significant
clinical and market presence in each of the medical rehabilitation industry's
three principal sectors --  inpatient rehabilitation  care, outpatient
rehabilitation care  and contract  rehabilitation therapies. 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. These services are
provided in 20 states. CMS also provides physician staffing services.

                                       1

<PAGE>

The CMS Merger will be accounted for as a pooling of interests and will
require the restatement of all historical financial statements to combine the
operations of  the  two  companies.  On  a  pro  forma  basis  reflecting
the  CMS pooling combination and the disposal  of the eight  facilities
previously discussed  for the  year ended May 31, 1995, total  operating
revenues would be $1.6 billion or approximately 2.4 times the Company's 1995
total operating revenues.

    These growth objectives have been, and will  continue to be, the basis of
a strategic  business plan  that has  resulted in  net earnings  of $31.2
million, $16.6 million and $7.7 million for the fiscal years ended May 31,
1995, 1994 and 1993, respectively, and $31.0 million for the year ended May
31, 1995, on a  pro forma  basis giving effect to the CMS  Merger and the
planned disposition of the eight facilities previously discussed.

    See Note 13 of Notes to Consolidated Financial Statements included
elsewhere herein for further discussion of the CMS Merger, the planned
disposition of  the eight long-term care facilities and pro forma combined
financial information.

RESULTS OF OPERATIONS

    The  following table sets forth certain statement of earnings data
expressed as a percentage of total operating revenues:

<TABLE>
<CAPTION>
                                                                YEAR ENDED MAY 31,
                                                       -------------------------------------
                                                          1995         1994         1993
                                                       -----------  -----------  -----------
<S>                                                    <C>          <C>          <C>
Total operating revenues.............................      100.0%       100.0%       100.0%
                                                       -----------  -----------  -----------
Total routine expenses (1)...........................       78.8         80.3         80.8
Total property expenses (2)..........................       13.2         12.6         14.1
                                                       -----------  -----------  -----------
    Total operating expenses.........................       92.0         92.9         94.9
                                                       -----------  -----------  -----------
Earnings from operations.............................        8.0          7.1          5.1
Income taxes.........................................        3.1          2.7          1.7
                                                       -----------  -----------  -----------
    Net earnings.....................................        4.9%         4.4%         3.4%
                                                       -----------  -----------  -----------
                                                       -----------  -----------  -----------
<FN>
- ------------------------

(1)  Includes the cost of nursing services,  all other direct service costs
     and general and administrative costs.

(2)  Includes facility leases, interest, depreciation and amortization and
     other property related costs.

</TABLE>

                                        2
<PAGE>

    The  following table sets  forth a summary of  the Company's total
operating revenues by type of service and the percentage of total operating
revenues  that each such service represented for each period indicated:

<TABLE>
<CAPTION>
                                                      YEAR ENDED MAY 31,
                         ----------------------------------------------------------------------------
                                   1995                      1994                      1993
                         ------------------------  ------------------------  ------------------------
                                                    (DOLLARS IN THOUSANDS)
<S>                      <C>          <C>          <C>          <C>          <C>          <C>
Long-term care
 services..............  $   342,183         53%   $   226,187         60%   $   165,802         71%
Specialty health care
 services (1)..........      284,452         45        141,733         38         62,854         27
Other operating
 revenues (2)..........       12,445          2          7,175          2          3,543          2
                         -----------        ---    -----------        ---    -----------        ---
Total operating
 revenues..............  $   639,080        100%   $   375,095        100%   $   232,199        100%
                         -----------        ---    -----------        ---    -----------        ---
                         -----------        ---    -----------        ---    -----------        ---
<FN>
- ------------------------
(1)  Includes  revenues  derived from  subacute  care, rehabilitation  and other
     therapies, institutional  pharmacy operations,  Alzheimer's care,  noninva-
     sive medical diagnostic testing services and clinical laboratory services.

(2)  Includes  revenues derived  from management  fees, interest  income, rental
     income and other miscellaneous services.
</TABLE>

    The following table  sets forth  the number  of facilities  operated by
the Company  at the end of  each period indicated, the  aggregate number of
licensed beds contained in such facilities and average occupancy of such beds
during  the periods indicated:

<TABLE>
<CAPTION>
                                                                    YEAR ENDED MAY 31,
                                                              -------------------------------
                                                                1995       1994       1993
                                                              ---------  ---------  ---------
<S>                                                           <C>        <C>        <C>
Number of facilities (end of period) (1)....................        149        109         81
Number of licensed beds (end of period) (2).................     17,776     12,251      8,962
Average occupancy (3).......................................        88%        89%        90%
<FN>
- ------------------------
(1)  Includes  the Company's long-term care  facilities and specialty hospitals,
     in the  latter  case  including  those located  within  discrete  areas  of
     long-term care facilities.

(2)  "Licensed  beds" refers to the number of  beds for which a license has been
     issued, which may vary in some instances from beds available for use.

(3)  Average occupancy is computed  by dividing the total  bed days occupied  by
     the  total licensed  bed days  available for the  last month  of the period
     indicated.
</TABLE>

YEAR ENDED MAY 31, 1995 COMPARED TO YEAR ENDED MAY 31, 1994

    Total operating revenues increased approximately $264.0 million or 70.4%
for fiscal 1995 as compared with fiscal 1994.  The majority of such increase
is  the result  of  the Company's  expansion, both  internally and  through
acquisition, since May 31, 1994. Greenery, which  was acquired in February
1994,  contributed $130.7 million of operating revenues in fiscal 1995 as
compared to $46.2 million contributed  during  the three  and one-half
months Greenery  was owned  by the

                                       3
<PAGE>

Company in fiscal 1994. peopleCARE, which was acquired in July 1994,
contributed $78.3 million  of operating  revenues  in fiscal  1995.  The
Company  added  the operations  of 13 long-term  care facilities in  such
transaction. During fiscal 1995, the Company also completed other
acquisitions resulting in the addition of approximately  4,000  long-term
care  beds,  a  skilled  nursing  center,   two rehabilitation  providers,
two  sleep diagnostic  clinics, two  home respiratory providers, and  two
medical diagnostic  services  companies. The  Company  also entered  into
managment  contracts involving approximately  1,020 long-term care beds. An
additional cause of the increase in revenues is increases in  Medicare,
Medicaid  and  private  pay rates  and  increased utilization  of  higher
margin specialty health care services. Revenues  attributable to specialty
health  care services  as a percentage of total operating revenues increased
to 45% in fiscal 1995 from 38%  in fiscal 1994.  The average  increase in
rates  per patient  day across  all pay types was approximately 8.8%. The
increase in operating revenues attributable to such rate increases was
approximately $37.2 million. The average occupancy of the Company's
facilities remained essentially flat at 88% and as  a consequence had little
or no effect on operating revenues.

    Routine  expenses increased approximately $202.6  million or 67.3% in
fiscal 1995 from $301.2 million in fiscal 1994.  This increase is due
primarily to  the increase  in the  number of long-term  care facilities,
specialty hospitals and subacute care units  operated by the  Company, as
well  as the costs  associated with the expansion of specialty health care
services and programs.

    Facility  lease expense,  depreciation and  amortization and  other
property expense increased  approximately 60.5%  for the  same period.  This
increase  is directly related to the increased number of facilities operated.

    Interest  expense nearly  tripled during this  period. This  increase is
due primarily to the  following factors: (i)  an increase in  the Company's
average investment  in owned facilities due in large part to the Greenery
merger late in fiscal 1994 and the  peopleCARE acquisition early in  fiscal
1995, (ii)  capital lease  interest  associated with  the  six peopleCARE
leased  facilities, (iii) assumption of  $54.8 million  of Greenery  bonds
late  in fiscal  1994 and  (iv) increased  borrowings  under  the  Company's
then  existing  credit  facility in connection with other facility
acquisitions during fiscal 1995.

    As a  result of  the  foregoing factors,  net  earnings increased  to
$31.2 million or $1.16 per share for the year ended May 31, 1995. This
compares to net earnings of $16.6 million or $.91 per share for fiscal 1994.

YEAR ENDED MAY 31, 1994 COMPARED TO YEAR ENDED MAY 31, 1993

    Total operating revenues increased approximately $142.9 million or 61.5%
for fiscal  1994 as compared with fiscal 1993.  The largest portion of such
increase is  the  result  of  the  Company's  expansion,  both  internally
and   through acquisition,  since May 31, 1993. Greenery, which was acquired
in February 1994, contributed $46.2 million of operating revenues in fiscal
1994. At May 31,  1994 (without  giving effect to the Greenery merger), the
Company operated three more long-term care  facilities,  three  more
specialty  hospitals  and  three  more subacute care units than it did at May
31, 1993. As a result of the consummation of  the Greenery merger in February
1994, the Company added the operations of 17 rehabilitation and  skilled
nursing  facilities  and three  managed  facilities.

                                       4
<PAGE>

During  fiscal  1994,  the  Company  also  expanded  its  institutional
pharmacy services, its  rehabilitation  services  in  Ohio, Nevada  and
Texas,  and  its clinical  laboratory services in  Texas. An additional cause
of the increase in revenues is increases in Medicare, Medicaid and private
pay rates and  increased utilization   of  higher   margin  specialty  health
care  services.  Revenues attributable to  specialty  health  care
services  as  a  percentage  of  total operating  revenues increased to 38%
in fiscal 1994 from 27% in fiscal 1993. The average increase in rates per
patient day across all pay types was approximately 9.7%. The increase in
operating revenues attributable to such rate increases was approximately
$18.8 million. The average  occupancy of the Company's  facilities remained
essentially flat at 89%.

    Routine  expenses increased approximately $113.7  million or 60.6% in
fiscal 1994 from $187.6 million in fiscal 1993.  This increase is due
primarily to  the increase  in the  number of long-term  care facilities,
specialty hospitals and subacute care units  operated by the  Company, as
well  as the costs  associated with  the expansion  of specialty  health care
services and  programs. Greenery accounted for $37.9 million of such
increase.

    Facility lease  expense, depreciation  and amortization  and other
property expense  increased approximately  42.7% for  the same  period. This
increase is directly related to the  increased number of facilities
operated. Of the  total increase, Greenery accounted for approximately 20%.

    Interest  expense  increased approximately  46.8%  during this  period.
This increase is related to draws under the Company's then-existing credit
facility, and  assumption  of  certain bonds  and  secured real  property
indebtedness in connection with facility acquisitions during fiscal 1994. Of
the total increase, interest expense related to Greenery accounted for
approximately 10%.

    As a  result of  the  foregoing factors,  net  earnings increased  to
$16.6 million  or $.91 per share for the year ended May 31, 1994. This
compares to net earnings of $7.7 million or $.62 per share for fiscal 1993.
The Greenery merger, which was  accounted  for  as a  purchase,  had  no
significant  effect  on  the Company's results of operations for the year
ended May 31, 1994.

LIQUIDITY AND CAPITAL RESOURCES (as amended)

    OPERATIONS.    At May  31, 1995,  the Company's  working capital  was
$153.0 million and included cash and cash equivalents of $20.4 million as
compared with $65.1 million in working capital and  $6.5 million in cash and
cash  equivalents at May 31, 1994. During the two years ended May 31, 1995
and 1994, the Company's operating  activities  used  $27.7  million  and
$21.7  million  of  net  cash, respectively, primarily as a result of
increases in patient care and  estimated Medicare  and Medicaid settlements
accounts receivable in  each period.

    The Company derives net patient care revenues principally from public
funding through the Medicaid and Medicare programs and also from private pay
patients and non-affiliated long-term care facilities. Under the Medicare
program and some state Medicaid programs, the Company's long-term care
facilities are periodically paid in interim amounts designed to approximate
the facilities' reimbursable costs or the applicable payment rate. Periodic
amounts due from interim third party payors and amounts due from other payor
sources are recorded as patient care accounts receivable. Most of the
Company's Medicaid payments are prospective payments intended to approximate
costs and, normally, no retroactive adjustment is made to such payments.

                                      5

<PAGE>

    With respect to interim payor sources for which payments are subject to
retroactive adjustment, actual costs incurred are reported by each facility
annually. The cost reports are subject to audit, which may result in upward
or downward adjustment from interim payments received. Throughout the annual
cost reporting period, the Company records the estimated difference between
interim payments received and the expected actual costs as estimated Medicare
and Medicaid settlements. The settlement of costs reports has historically
not had a significant effect on the Company's operating results or cash flows.

    The $27.7 million use of cash in operations during the year ended May 31,
1995 was due in large part to an approximate $36.4 million increase in patient
care accounts receivable and a $14.8 million increase in estimated Medicare
and Medicaid settlements. The increase in patient care accounts receivable
was caused by an approximate 35.5% increase in revenue per day between the
periods as well as an approximate 14.9% increase in number of days revenue in
accounts receivable. The increase in number of days revenue in accounts
receivable was caused by a delay in collection of receivables following
several acquisitions late in fiscal 1995 and a general shift to a higher
concentration of slower paying specialty health care services. The Company
generally experiences an approximate 90 to 180 day lag in collections
following an acquisition due to the time necessary to change Medicare and
Medicaid provider billing numbers and to transition other billing related
information. Specialty health care revenues represented 44.5% and 37.8% of
total operating revenues for fiscal 1995 and 1994, respectively. The increase
in estimated Medicare and Medicaid settlements was primarily due to a general
increase in actual costs incurred which exceeded interim billing estimates
for such costs.

    The $21.7 million use of cash in operations during the year ended May 31,
1994 was due in large part to an approximate $24.1 million increase in patient
care accounts receivable and a $5.9 million increase in estimated Medicare
and Medicaid settlements. The increase in patient care accounts receivable
was caused by an approximate 84.5% increase in revenue per day between the
periods as well as an approximate 36.0% increase in number of days revenue in
accounts receivable. The increase in revenue per day was caused by a 36.7%
increase in the number of licensed beds operated and a general shift to a
higher concentration of higher margin specialty health care services. The
increase in number of days revenue in accounts receivable was caused by a
delay in collection of receivables following the acquisition of Greenery in
February 1994 and the general shift to a higher concentration of slower
paying specialty health care services. The Company experienced a delay in
Greenery billings due to the time necessary to change Medicare and Medicaid
provider filling numbers and to transition other billing related information.
Specialty health care revenues represented 37.8% and 27.1% of total operating
revenues for fiscal 1994 and 1993, respectively. The increase in estimated
Medicare and Medicaid settlements was primarily due to the increase in
revenue per day between the periods.

    The use of cash in operations to stabilize accounts receivable experience
associated with acquisitions is not expected to have as significant an effect
on cash flows in the future as the size of acquisitions relative to the
Company's operations decreases and as the Company utilizes experience gained
in the past to reduce the period required to transition acquisitions.
Further, relative increases in the slower paying specialty health care
services concentration are expected to slow which is expected to slow the
increase in days revenue in accounts receivable. With respect to estimated
Medicare and Medicaid settlements, there are currently no significant audit
issues outstanding related to filed costs reports. As a result, the Company
is not aware of any settlement matters that could materially affect future
cash flows or operating results.

    EXPANSION PROGRAM.  The net cash used by the Company's investing
activities increased  from $47.4 million in fiscal 1993 to $49.5 million in
fiscal 1994 and

                                       6
<PAGE>

to $138.4  million in  fiscal 1995.  The  primary uses  of cash  from
investing activities  have been  capital expenditures  including,
specifically,  in fiscal 1994, the Greenery merger,  and in fiscal 1995,  the
peopleCARE acquisition  and other  acquisitions.  Capital expenditures  were
$53.4  million in  fiscal 1993, $40.6 million in fiscal  1994, and $38.0
million  in fiscal 1995. The  principal purpose  of the capital  expenditures
during each  of these periods  has been to fund the  Company's  internal  and
external  expansion  program.  While  capital expenditures  during  the
three  years ended  May  31,  1995  aggregated $132.0 million, only $18.4
million was expended for maintenance of existing facilities. In addition, the
Greenery merger consumed  $7.8 million in cash in fiscal  1994. In  fiscal
1995, the  peopleCARE acquisition consumed $61.3  million in cash and other
individually insignificant acquisitions consumed $37.1 million in cash.

    The Company's expansion program requires funds: (i) to acquire assets and
to expand and improve  existing and  newly acquired facilities;  (ii) to
discharge funded  indebtedness  assumed  or  otherwise  acquired  in
connection  with the acquisitions of facilities and properties; and (iii) to
finance the increase  in patient  care  and other  accounts receivable
resulting from  acquisitions. The funds necessary to meet these requirements
have been provided principally by the Company's financing  activities  and,
to  a  lesser  extent, from  the  sale  of marketable  securities and the
sale of land, buildings and equipment. During the three years ended May 31,
1995, proceeds from the issuance of Company debt,  net of  debt repayments
and repurchases, amounted to $91.2 million. In addition, the proceeds from
the issuance of Common Stock totaled $184.0 million.

    SOURCES.  At May  31, 1995, the available  credit under the Company's
then-existing  credit facility was  $133.4 million. To the  extent that the
Company's operations and  expansion program  require cash  expenditures in
excess of  the amounts available to it under the Credit Facility (as defined
below), management of  the Company believes that the Company can obtain the
necessary funds through other financing activities, including the issuance
and sale of debt and  equity securities  in public and private markets.  In
addition, the Company anticipates that the previously discussed  disposal of
eight facilities  will result in  net cash proceeds of approximately $9.6
million.

CREDIT FACILITY

    The Company is the Borrower under a Credit Agreement dated July 6, 1995
(the "Credit  Facility") with NationsBank  of Texas, N.A., as  Agent, and the
lenders party thereto.  The  aggregate  revolving credit  commitment  under
the  Credit Facility  is $250 million, of  which the Company had  borrowed
$105.1 million at July 31,  1995. Borrowings  under  the Credit  Facility
bear  interest,  payable monthly,  at a rate equal  to either, as selected
by the Company, the Alternate Base Rate (as therein defined) of the Agent in
effect from time to time, or  the Adjusted  London Inter-Bank Offer Rate plus
0.625% to 1.25% per annum, depending on the maintenance of specified
financial ratios. The applicable interest  rate at  July 31, 1995 was  8.75%
and 6.875% on the  Alternate Base Rate and Adjusted London InterBank  Offer
Rate  advances,  respectively. In  addition,  borrowings thereunder  mature
in June 2000 and are secured by a pledge of the capital stock of all
subsidiaries of  the Company, other than  subsidiaries of CMS. Under  the
terms  of  the Credit  Facility,  the Company  is  required to  maintain
certain financial ratios and  is restricted  in the payment  of dividends  to
an  amount which  shall not  exceed 25% of  the Company's  net income for
the prior fiscal year.

                                       7

<PAGE>
                                   SIGNATURES

    Pursuant  to  the requirements  of  Section 13  or  15(d) of  the
Securities Exchange Act of 1934, the registrant has duly caused this
Amendment No. 2 on Form 10-K/A to be signed on its behalf by  the
undersigned, thereunto  duly authorized, on  the 27th day  of February, 1996.

                                    HORIZON/CMS HEALTHCARE CORPORATION

                                    By           /s/ ERNEST A. SCHOFIELD
                                    --------------------------------------------
                                       Senior Vice President, Chief Financial
                                        Officer and Chief Accounting Officer
                                    (Principal Financial and Accounting Officer)


                                       8


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission