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UNITED STATES
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) JUNE 30, 1999
IN HOME HEALTH, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 0-17490 41-1458213
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
CARLSON CENTER, SUITE 500
601 CARLSON PARKWAY
MINNETONKA, MINNESOTA 55305-5214
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 612-449-7500
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Item 1. Changes in Control of Registrant
The Registrant is filing this Form 8-K to set forth on the
attached exhibit the names and numbers of shares of the Registrant's common
stock owned by the Registrant's officers and directors or by persons or entities
which, to the Registrant's knowledge, own five percent or more of the
Registrant's outstanding common stock, in each case as of June 30, 1999. The
Registrant is filing this information in the belief that it will demonstrate
that as of the date of this filing the Registrant satisfies the public float
requirement for listing its common stock on the NASDAQ National Market. There is
no assurance as to such continued listing.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Security Ownership of Certain Beneficial Owners and Management
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IN HOME HEALTH, INC.
Registrant
Date: July 27, 1999 /s/ Robert J. Hoffman, Jr.
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Robert J. Hoffman, Jr.
Chief Financial Officer
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EXHIBIT 99.1
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information provided to the Company as to the
beneficial ownership of Common Stock as of June 30, 1999 by persons known to the
Company to hold 5% or more of such stock and by all current directors and
executive officers and all directors and executive officers as a group.
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<CAPTION>
Amount and Nature
Name and Address of Beneficial Percent of
of Beneficial Owner Ownership Voting Power
- ------------------- ------------------ -------------
<S> <C> <C>
HCR Manor Care, Inc. (1) 2,250,000 40.9% (2)
Heartland Advisors, Inc. (6) 533,333 9.7%
R.S. Investment Management Co. L.L.C. (7) 430,734 7.9%
Wolfgang von Maack (3)(4) 33,010 (5) *
James J. Lynn, Ed.D. (4) 12,004 *
Robert J. Hoffman, Jr. (3) 500 *
C. Michael Ford (4) 3,000 *
Judith Lloyd Storfjell, Ph.D. (4) 434 *
All Directors and Executive
Officers as a Group (5 persons) 48,948 (5) *
- --------------------------
</TABLE>
* Less than one percent
(1) HCR Manor Care, Inc.'s address is 333 N. Summit St., Toledo, OH 43604
(2) HCR Manor Care, Inc. holds of record 2,250,000 shares of Common Stock
and 200,000 shares of Preferred Stock (convertible into 3,333,334
shares of Common Stock).
(3) Executive Officer of the Company.
(4) Director of the Company.
(5) Includes 10,000 shares for Mr. von Maack and All Directors and
Executive Officers as a Group which may be acquired pursuant to stock
options which are presently exercisable or become exercisable within
sixty days of June 30, 1999.
(6) Heartland Advisors, Inc.'s address is 790 N. Milwaukee St., Milwaukee,
WI 53202.
(7) R.S. Investment Management Co. L.L.C.'s address is 555 California St.,
Suite 2600, San Francisco, CA 94104.
As of June 30, 1999, the number of shares outstanding of the Company's common
stock was 5,479,736.
