SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
October 24, 1995.
Date of Report (Date of earliest event reported)
IN HOME HEALTH, INC.
Minnesota 0-17490 41-1458213
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
601 Lakeshore Parkway
Suite 500
Minnetonka, Minnesota 55305-5214
(Address of principal executive offices)
(612)449-7500
Registrant's telephone number, including area code
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On October 24, 1995 In Home Health, Inc. (the "Company") and
Manor Healthcare Corp., a Delaware corporation ("Manor Healthcare"),
consummated the previously announced transactions provided for in a
Securities Purchase and Sale Agreement (the "Purchase Agreement")
entered into by the Company and Manor Healthcare on May 2, 1995.
Manor Healthcare is a wholly owned subsidiary of Manor Care, Inc., a
Delaware corporation, which is publicly traded on the New York Stock
Exchange. The principal business address of Manor Healthcare is 10750
Columbia Pike, Silver Spring, Maryland 20901.
Pursuant to the Purchase Agreement, Manor Healthcare purchased
6,750,000 shares of Company common stock, 200,000 shares of Company
Series A Preferred Stock and a three-year warrant to purchase an
additional 6,000,000 shares of Company common stock. The aggregate
purchase price paid by Manor Healthcare was $42,950,000. The source
of these funds was Manor Healthcare's operating cash flow and existing
lines of credit. Concurrent with the closing of the Purchase
Agreement, the Company also completed and closed a self-tender offer
for outstanding shares of its common stock which expired at midnight
on October 23, 1995. The Company accepted for purchase 6,750,000
shares of the tendered stock at a purchase price of $3.40 per share or
an aggregate of $22,950,000.
The shares of Preferred Stock acquired by Manor Healthcare are
convertible into 10,000,000 shares (subject to anti-dilution
adjustments) of Company common stock and have voting rights prior to
conversion on an as-if-converted basis. Thus Manor Healthcare now
controls approximately 64% of the voting power of the Company's voting
capital stock. Assuming complete exercise of its warrant, Manor
Healthcare would control a total of approximately 70.5% of the
Company's voting power.
In accordance with the Purchase Agreement, the Company on October
24, 1995 expanded its Board of Directors from five to seven members
and the resignations of two non-employee directors became effective.
The two vacancies and the two new positions on the Board were filled
by the appointment of four nominees of Manor Healthcare who are
officers of Manor Healthcare. Thus nominees of Manor Healthcare now
constitute four of the seven members of the Company's Board of
Directors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
IN HOME HEALTH, INC.
Date: October 30, 1995 /s/ JUDY M. FIGGE
Judy M. Figge
President
