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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
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 NUMBER 1-9381
AMERICAN HEALTH PROPERTIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 95-4084878
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
6400 SOUTH FIDDLER'S GREEN CIRCLE 80111
SUITE 1800 (ZIP CODE)
ENGLEWOOD, COLORADO
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (303) 796-9793
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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COMMON STOCK NEW YORK STOCK EXCHANGE
DEPOSITARY SHARES, EACH REPRESENTING 1/100 OF
A SHARE OF 8.60% CUMULATIVE REDEEMABLE NEW YORK STOCK EXCHANGE
PREFERRED STOCK, SERIES B
PSYCHIATRIC GROUP DEPOSITARY SHARES NASDAQ
NATIONAL MARKET SYSTEM
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether 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 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. [X]
As of March 13, 1998 there were outstanding (i) 23,965,255 shares of
American Health Properties, Inc. common stock, $.01 par value, and (ii)
2,083,931 Psychiatric Group Depositary Shares, each representing one-tenth of
one share of American Health Properties, Inc. Psychiatric Group Preferred Stock,
$.01 par value. The aggregate market value of voting and non-voting stock
(excluding the Company's 8.60% Cumulative Redeemable Preferred Stock, Series B)
held by non-affiliates of the Registrant, based on the closing price of these
shares on such date was approximately $663,700,000. For the purposes of the
foregoing calculation only, all directors and executive officers of the
Registrant have been deemed affiliates.
Documents Incorporated by Reference: Items 10, 11 and 12 of Part III are
incorporated by reference from the definitive proxy statement of American Health
Properties, Inc., to be filed within 120 days after December 31, 1997.
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American Health Properties Inc. hereby amends its Annual Report on Form
10-K for the year end December 31, 1997 to correct a typographical error
contained in the Report of Independent Public Accountants relating to the
Company's Psychiatric Group Financial Statements. No amendment has been made to
such financial statements.
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AMERICAN HEALTH PROPERTIES, INC. AND SUBSIDIARIES
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To American Health Properties, Inc.:
We have audited the accompanying combined balance sheets of the Psychiatric
Group (a business unit of American Health Properties, Inc.) as of December 31,
1997 and 1996, and the related combined statements of operations, total
attributed equity and cash flows for each of the three years in the period ended
December 31, 1997. These financial statements are the responsibility of the
management of American Health Properties, Inc. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Psychiatric Group as of
December 31, 1997 and 1996, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1997 in conformity
with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Denver, Colorado,
February 24, 1998.
F-42
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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 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Englewood, State of Colorado, on the 7th day of April, 1998.
AMERICAN HEALTH PROPERTIES, INC.
By: MICHAEL J. MCGEE
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Michael J. McGee
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting
Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
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SIGNATURE TITLE DATE
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PRINCIPAL EXECUTIVE OFFICER
/s/ JOSEPH P. SULLIVAN* Chairman of the Board, Chief April 7, 1998
- --------------------------------------------------- Executive Officer and
Joseph P. Sullivan Director
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER
/s/ MICHAEL J. MCGEE Senior Vice President and April 7, 1998
- --------------------------------------------------- Chief Financial Officer
Michael J. McGee
/s/ ROYCE DIENER* Director April 7, 1998
- ---------------------------------------------------
Royce Diener
/s/ JAMES L. FISHEL* Director April 7, 1998
- ---------------------------------------------------
James L. Fishel
/s/ JAMES D. HARPER, JR.* Director April 7, 1998
- ---------------------------------------------------
James D. Harper, Jr.
/s/ SHELDON S. KING* Director April 7, 1998
- ---------------------------------------------------
Sheldon S. King
/s/ JOHN P. MAMANA, M.D.* Director April 7, 1998
- ---------------------------------------------------
John P. Mamana, M.D.
Director
- ---------------------------------------------------
Louis T. Rosso
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*By: /s/ Michael J. McGee
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Michael J. McGee
Attorney-in-fact
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EXHIBIT INDEX
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3.1 -- Certificate of Incorporation, as amended to date, filed as
Exhibit 4.1 to the Company's Registration Statement on Form
S-3 (No. 33-61895), and incorporated herein by reference.
3.2 -- Amended and Restated Bylaws of the Company, filed as Exhibit
3.2 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1992, and incorporated herein by
reference.
4.1 -- Rights Agreement dated as of April 10, 1990, filed as
Exhibit 2 to the Company's Registration Statement on Form
8-A dated April 20, 1990, and incorporated herein by
reference.
4.2 -- Indenture dated as of January 15, 1997 between American
Health Properties, Inc. and The Bank of New York as Trustee,
filed as Exhibit 4.1 to the Company's Current Report on Form
8-K dated January 21, 1997, and incorporated by reference.
4.3 -- Certificate of Designations of Psychiatric Group Preferred
Stock, filed as Exhibit 4.1 to the Company's Current Report
on Form 8-K filed with the Securities and Exchange
Commission on August 14, 1995, and incorporated herein by
reference.
*4.4 -- Certificate of Increase to Certificate of Designations of
Series A Preferred Stock
4.5 -- Certificate of Designations of Series B Preferred Stock,
filed as Exhibit 4.1 to the Company's Registration Statement
on Form 8-A filed November 7, 1997, and incorporated herein
by reference.
10.1 -- American Health Properties, Inc. 1988 Stock Option Plan,
filed as Exhibit 28 to the Company's Registration Statement
on Form S-8 (No. 33-25781), filed with the Securities and
Exchange Commission on November 28, 1988, and incorporated
herein by reference.
10.2 -- American Health Properties, Inc. 1990 Stock Incentive Plan,
filed as Exhibit B to the Company's Proxy Statement for its
1990 Annual Meeting of Shareholders filed with the
Securities and Exchange Commission on May 7, 1990, and
incorporated herein by reference.
10.3 -- Employment Agreements between the Company and Joseph P.
Sullivan, C. Gregory Schonert and Michael J. McGee, filed as
Exhibits 10.1, 10.2, and 10.3, respectively, to the
Company's Current Report on Form 8-K dated January 8, 1997,
and incorporated herein by reference.
10.4 -- Employment Agreement between American Health Properties,
Inc. and Thomas T. Schleck, filed as Exhibit 10.1 to the
Company's Current Report on Form 8-K dated January 21, 1997,
and incorporated by reference.
10.5 -- American Health Properties, Inc. 1994 Stock Incentive Plan,
filed as Appendix A to the Company's Proxy Statements for
its 1994 Annual Meeting of Shareholders filed with the
Securities and Exchange Commission on April 8, 1994, and
incorporated herein by reference.
10.6 -- American Health Properties, Inc. Nonqualified Stock Option
Plan for Nonemployee Directors, filed as Appendix B to the
Company's Proxy Statement for its 1994 Annual Meeting of
Shareholders filed with the Securities and Exchange
Commission on April 8, 1994, and incorporated herein by
reference.
10.7 -- Credit Agreement dated as of December 23, 1997 among
American Health Properties, Inc., the financial institutions
listed therein, Banque Paribas as Co-Agent, First Union Bank
of North Carolina as Co-Agent, NationsBank of Texas, N.A. as
Co-Agent and Wells Fargo Bank, N.A. as Arranger, Agent and
Facing Bank, filed as Exhibit 10.1 to the Company's
Registration Statement on Form S-3 (No. 333-27651), and
incorporated herein by reference.
10.8 -- Employment Agreement between American Health Properties,
Inc. and Steven A. Roseman, filed as Exhibit 10.2 to the
Company's Registration Statement on Form S-3 (No.
333-27651), and incorporated herein by reference.
*21 -- List of subsidiaries of the Company
23 -- Consent of Independent Public Accountants
*24 -- Powers of Attorney (included in signature page)
*27 -- Financial Data Schedule
*99.1 -- Four Winds, Inc. Financial Highlights
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* Previously filed.
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 10-K/A-1, into the following of the
Company's previously filed Registration Statements: Form S-8 (File No.
33-25781); Form S-8 (File No. 33-36090); Form S-8 (File No. 33-54813); Form S-8
(File No. 33-54815); Form S-3 (File No. 33-36091); Form S-3 (File No. 33-61895);
Form S-3 (File No. 333-27651); and Form S-4 (File No. 333-48813).
ARTHUR ANDERSEN LLP
Denver, Colorado,
March 27, 1998.
