<PAGE> 1
Item 2. Acquisition or Disposition of Assets
(a) Acquisition of Assets by Subsidiary of the Registrant.
U.S. 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) March 1, 1996
------------------------------
AMERICAN HEALTHCHOICE, INC.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 33-30677-NY 11-294-8752
- ------------------------------------------------------------------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1300 W. Walnut Hill Lane, Suite 275, Irving, Texas 75038
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 751-1900
---------------------------
______________________________________________________________________________
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(A) ACQUISITION OF ASSETS BY SUBSIDIARY OF THE REGISTRANT.
On or about March 1, 1996, American HealthChoice, Inc., a New York
corporation (the "Registrant"), purchased from Metropolitan Healthcare, Inc., a
Georgia corporation ("Seller"), substantially all of the assets and assumed the
related liabilities in connection with the medical practices known as (i)
Internal Medical Associates at Northside, Suite 205, 960 Johnson Ferry Road,
Atlanta, Georgia 30342, (ii) Internal Medical Associates at Windy Hill, Suite
220, 2550 Windy Hill Road, Marietta, Georgia 30067, (iii) Family Medicine, 175
Decatur Road, Suite B, McDonough, Georgia 30253, and (iv) Family Care of
Conyers, 1080 Green Street, SW, Conyers, Georgia 30207 (the "Purchased
Practices"). The liabilities associated with the Purchased Practices included,
without limitation, approximately $1.1 million of indebtedness in the aggregate
owing to (i) Joseph A. Blisset, M.D. and/or Henry General Hospital, (ii)
Stephen Palte, M.D. and/or Internal Medicine Associates at Windy Hill, P.C.,
(iii) M. Thomas Bailey, Jr., M.D. and/or M. Thomas Bailey, Jr., M.D., P.C. and
(iv) William A. Futch, M.D., each of whom are the primary doctors for the
Purchased Practices. The purchase was effected pursuant to an Asset Purchase
Agreement dated January 5, 1996 by and between the Registrant and Seller, as
amended by an Amendment to Asset Purchase Agreement dated February 29, 1996 by
and between Registrant and Seller (collectively, the "Purchase Agreement").
Pursuant to the terms of the Purchase Agreement, AHC paid $25,000.00
at closing and issued a promissory note to Seller in the original principal
amount of $82,215.00, which provided for 15 monthly installments of $5,481.00
each commencing April 1, 1996. The consideration was determined through
arms'-length negotiations between the representatives of the Registrant and the
Seller. The factors considered in determining the purchase price included
information with respect to the financial condition, assets, liabilities,
businesses and operations of the Purchased Practices on both a historical and
prospective basis.
(B) NATURE OF ASSETS ACQUIRED.
The Purchased Practices consist of four (4) separate primary care
clinics providing pediatric, obstetrics, internal medicine and other primary
care services to patients. The Registrant intends to continue (and expand) the
operations of the Purchased Practices.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Summary pre-transaction financial information with respect to the
operations of the Purchased Practices is not required pursuant to Rule 3-05 of
Regulation S-X promulgated by the Securities and Exchange Commission
("Regulation S-X") because the Purchased Practices do not meet the criteria of
a Significant Subsidiary under Rule 1-02 of Regulation S-X.
(B) PRO FORMA FINANCIAL INFORMATION.
Pro forma financial information is not required pursuant to Rule 3-05
of Regulation S-X because the Purchased Practices do not meet the criteria of a
Significant Subsidiary under Rule 1-02 of Regulation S-X.
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<PAGE> 3
(C) EXHIBITS:
10.1 Asset Purchase Agreement, dated January 5, 1996, by and
between American HealthChoice, Inc. and Metropolitan
Healthcare, Inc.
10.2 Amendment to Asset Purchase Agreement, dated February 29,
1996, by and between American HealthChoice, Inc. and
Metropolitan Healthcare, Inc.
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<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
AMERICAN HEALTHCHOICE, INC.,
Registrant
By: /s/ Joseph W. Stucki, D.C.
------------------------------------------
Joseph W. Stucki, D.C.
President and Chief Executive Officer
DATED: December 3, 1996
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<PAGE> 1
EXHIBIT 10.1
ASSET PURCHASE AGREEMENT
<PAGE> 2
THIS AGREEMENT is made and entered into this 5 day of January, 1996,
by and between METROPOLITAN HEALTHCARE, INC. ("Seller"), a Georgia Corporation,
and AMERICAN HEALTHCHOICE, INC. ("Purchaser"), a New York Corporation.
W I T N E S S E T H
WHEREAS, Seller's business (the "Business") includes, without
limitation, the operation of several primary care medical practices in the
State of Georgia (collectively, the "Practices");
WHEREAS, Seller filed a Voluntary Chapter 11 Bankruptcy Petition on
November 1, 1995 (the "Petition Date") in the United States Bankruptcy Court
for the Northern District of Georgia, Atlanta Division (the "Bankruptcy
Court"), being Case No. A95-75348-JB (the "Bankruptcy Case"); and
WHEREAS, Seller desires to transfer, sell and assign to Purchaser, and
Purchaser desires to purchase, acquire and assume from Seller, upon the terms
and conditions contained herein, certain of the assets and liabilities relating
to the Business.
NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, mutual
covenants, promises and conditions contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Purchaser do hereby agree as follows:
1. DEFINITIONS
As used in this Agreement, the Terms set forth below shall have the
following meanings:
1.1 "Agreement" shall mean all or any part of this Agreement, including
all exhibits or any instrument or document made or delivered in
connection with this Agreement.
1.2 "Assumed Contracts" shall mean and includes only those leasehold
interests and executory contracts set forth in Exhibit "A" attached to
this Agreement and incorporated herein by this reference.
<PAGE> 3
1.3 "Assumed Trade Liabilities" shall mean and includes only those debts,
claims, expenses and other liabilities set forth on Exhibit "B"
attached to this Agreement and incorporated herein by this reference.
1.4 "Assumed Notes" shall mean and includes only those certain promissory
notes set forth on Exhibit "C" attached to this Agreement and
incorporated herein by reference.
1.5 "Bankruptcy Court Approval" shall mean entry of a final and
non-appealable order(s) of the Bankruptcy Court
(a) authorizing Seller to enter into this Agreement and consummate
the transactions contemplated by this Agreement, including
without limitation assignment of the Assumed Contracts to
Purchaser;
(b) finding that the Purchaser is a purchaser "in good faith,"
within the meaning of 11 U.S.C. Section 363(m);
(c) providing that, except as expressly provided in this
Agreement, Purchaser shall have no liability for any debts of
or claims against Seller or any of its employees, agents,
representatives, shareholders, officers, or directors; and
(d) providing that said order and this Agreement shall (i) survive
entry of any order dismissing the Bankruptcy Case, or
converting the Bankruptcy Case to Chapter 7 and (ii) shall be
binding on any successor Chapter 11 or Chapter 7 Trustee.
1.6 "Business Premises" shall mean the leasehold premises under the real
estate leases which are set forth in Exhibit "A" attached to this
Agreement and which constitute Assumed Contracts.
1.7 "Closing" shall mean the consummation of the sale by Seller and
purchase by Purchaser of the Sales Assets as contemplated by this
Agreement and the assumption by Purchaser of the Assumed Contracts and
the Assumed Liabilities.
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<PAGE> 4
1.8 "Closing Date" shall mean the date on which the Closing shall take
place as determined under Section 5 of this Agreement.
1.9 "Physician Secured Creditors" shall mean the following persons who
assert security interest in and to assets of the Purchased Practices:
(a) Joseph A. Blissit, M.D.; (b) Stephen Palte, M.D. and/or Internal
Medicine Associates at Windy Hill, P.C., jointly and severally;
(c) M. Thomas Bailey, Jr., M.D., and/or M. Thomas Bailey, Jr., M.D.,
P.C., jointly and severally; and (d) William A. Futch, M.D.
1.10 "Post-Petition Trade Liabilities" shall mean all debts, claims,
expenses and liabilities incurred by Seller or any Physician Secured
Creditor in connection with the conduct of business at the Purchased
Practices on and after the Petition Date.
1.11 "Purchase Price" shall mean the Purchase Price specified in Section 3
of this Agreement.
1.12 "Purchaser" shall mean American Healthchoice, Inc. ("AHC"), a Delaware
corporation, or any transferee or assignee to whom AHC shall have
transferred or assigned its interests in and to this Agreement.
1.13 "Purchased Practices" shall mean the following Practices,
collectively, which are or were formerly operated by or on behalf of
Seller: (a) Internal Medicine Associates at Northside, Suite 205, 960
Johnson Ferry Road, Atlanta, Georgia, 30342 (the "Northside/Bailey
Practice"); (b) Internal Medicine Associates at Windy Hill, Suite 220,
2550 Windy Hill Road, Marietta, Georgia, 30067 (the "Windy Hill
Practice"); (c) Family Medicine, 175 Decatur Road, Suite B, McDonough,
Georgia, 30253 (the "McDonough Practice"); (d) Family Care of Conyers,
1080 Green Street, SW, Conyers, Georgia, 30207 (the "Conyers
Practice"); and (e) Woodlawn Urgent Care Center, 1121 Johnson Ferry
Road, Suite 100, Marietta, Georgia, 30068 (the "Woodlawn Practice").
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<PAGE> 5
1.14 "Sales Assets" shall mean all assets, properties, and rights of Seller
specifically described in Exhibit "C" attached hereto and incorporated
herein by this reference.
1.15 "Seller" shall mean Metropolitan Healthcare, Inc., Debtor and
Debtor-In-Possession in the Bankruptcy Case.
2. SALE AND PURCHASE OF ASSETS; ASSUMPTION OF LIABILITIES
2.1 Assets To Be Conveyed. Subject to the terms and conditions set forth
herein, Seller hereby agrees to convey, transfer and assign to
Purchaser, and Purchaser hereby agrees to purchase and acquire from
Seller, all of Seller's right, title and interest in and to the Sales
Assets, on the Closing Date, or at such time as otherwise herein
provided, in an "As-Is, Where-Is" condition.
2.2 Assumed Contracts. On the Closing Date, Seller shall assign to
Purchaser, and Purchaser shall assume and agree to perform when due
Seller's obligations under, the Assumed Contracts. Other than amounts
necessary to cure unpaid obligations under the Assumed Contracts and
future obligations arising under the Assumed Contracts, Purchaser
shall not assume any liabilities, obligations, indebtedness, or
commitments of Seller whatsoever, whether absolute, contingent, known
or unknown, except as expressly provided in this Agreement.
2.3 Assumed Trade Liabilities. On the Closing Date, Purchaser agrees to
assume and pay the Assumed Trade Liabilities as follows:
(a) Assumed Trade Liabilities as to which any Physician Secured
Creditor has personal liability will be paid in cash at
Closing; and
(b) All remaining Assumed Trade Liabilities will be settled and
paid as follows:
(i) in full by fifteen equal monthly payments, with the
first payment to be made on or before the first day
of the month immediately following the month in which
the Closing occurs, and each remaining payment to be
made on or before the first day of each of the next
succeeding fourteen months; or
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<PAGE> 6
(ii) on such other terms as may be agreed upon between
Purchaser and any particular creditors.
2.4 Post-Petition Trade Liabilities. Purchasee agrees to pay all
Post-Petition Trade Liabilities in full on or before the later of:
(a) the Closing Date; or
(b) the applicable due date.
2.5 Promissory Notes. On the Closing Date, Purchaser will:
(a) assume all Assumed Notes and cure any amounts of interest and
principal which are due but unpaid on the Assumed Notes; and,
(b) deliver to Patrick A. Smith, M.D. ("Dr. Smith") a promissory
note made by Purchaser in favor of Dr. Smith in the principal
amount of $65,000.00 bearing interest at eight percent (8%)
a.p.r. and amortized by monthly payments over forty-eight (48)
months, with the first monthly payment due on or before the
90th day following the Closing Date (the "Smith Note"). The
Smith Note shall be offered to Dr. Smith as a credit in the
amount of $65,000.00 to the outstanding principal balance owed
on the promissory note dated June 7, 1995, made by Seller in
favor of Dr. Smith in the original principal amount of
$150,000.00. Purchaser shall have no liability or obligation
to Dr. Smith except for that arising under the Smith Note to
be delivered at Closing.
2.6 Legal Expenses. On or before thirty (30) days after the Closing, each
Physician Secured Creditor will be paid by Purchaser up to $5,000.00
as reimbursement for any legal expenses incurred in connection with
the Bankruptcy Case.
3. PURCHASE PRICE
3.1 Purchase Price. Subject to the terms and conditions contained herein,
in addition to those liabilities being assumed by and other
consideration being provided by Purchaser hereunder,
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<PAGE> 7
Purchaser agrees to pay an aggregate total amount of
One-Hundred-Seven-Thousand, Two-Hundred Fifteen Dollars ($107,215.00)
(the "Purchase Price") for the Sales Assets. The Purchase Price shall
be paid as follows:
(a) Twenty-Five-Thousand Dollars ($25,000.00) in cash or by
certified check shall be paid at Closing;
(b) The remaining balance of the Purchase Price,
Eighty-Two-Thousand, Two-Hundred Fifteen Dollars ($82,215.00),
shall be paid pursuant to a promissory note to be delivered at
Closing (the "Seller Note"). The Seller Note shall be in the
principal amount of Eighty-Two-Thousand, Two-Hundred Fifteen
Dollars ($82,215.00) and will not bear interest. The Seller
Note will provide for equal monthly payments of Five-Thousand,
Four-Hundred, Eighty-One Dollars ($5,481.00), based on a
fifteen (15) month amortization schedule. The first monthly
payment shall be due on the 30th day following the Closing
Date, and payments will continue on the like day of each
succeeding month thereafter for the next fourteen (14) months.
4. SECURITY
The obligations arising under the Seller Note shall be secured by a
first priority security interest in and to common stock of Purchaser having a
fair market value of at least $85,000.00 based on the trading price as of the
Closing Date. Purchaser shall execute such documents and instruments and take
such actions as may be reasonably requested by Seller to create and perfect
such interest.
5. CLOSING; POSSESSION; TERMINATION AND DEFAULT
5.1 Closing Date. Upon the terms and subject to the conditions and
exceptions contained herein, the Closing of the transactions
contemplated herein shall take place within thirty (30) days of
Bankruptcy Court Approval, or as soon thereafter as the parties hereto
shall mutually agree (the "Closing Date").
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<PAGE> 8
5.2 Execution And Delivery By Seller. To effect the transfers of all of
the Sales Assets in accordance with this Agreement, Seller shall, at
the Closing, execute and deliver to Purchaser:
(a) A Bill Of Sale in the form attached hereto as Exhibit "D" and
incorporated herein by this reference, an Assignment and
Assumption Agreement in the form attached hereto as Exhibit
"E" and incorporated herein by this reference, and such other
good and sufficient instruments of transfer and conveyance as
shall be necessary to vest in Purchaser good and marketable
titles to the Sales Assets, free and clear of any claims,
liens, encumbrances, security interests, mortgages, and
restrictions (all such existing claims, liens, encumbrances,
security interests, mortgages, and restrictions to be
discharged prior to or at Closing) except for (i) liens for
taxes the payment of which are not yet due, or which, if due,
are not yet delinquent and (ii) liens or security interests in
favor of Physician Secured Creditors.
(b) all books and records of and relating to the Purchased
Practices; and
(c) all keys, lock and safe combinations and other similar items
as Purchaser shall reasonably require to obtain full
occupation, possession and control of all of the Purchased
Practices.
5.3 Delivery By Purchaser. Purchaser shall, at Closing, execute and
deliver the Assignment and Assumption Agreement (and such other
documents as may be reasonably requested by Seller to evidence
Purchaser's assumption of liabilities as provided in this Agreement)
and deliver the Purchase Price as set forth in Section 3.
5.4 Risk Of Loss. Seller shall make available all of the Sales Assets for
delivery to Purchaser "As Is" at the time of the Closing, and title to
and risk of loss of the Sales Asset shall pass to Purchaser
concurrently with the Closing.
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5.5 Termination. Unless extended in writing by the parties hereto, this
Agreement shall terminate and be of no force or effect if the Closing
has not occurred on or before February 29, 1996.
6. AS IS TRANSFER
Seller makes no warranties or representations to Purchaser concerning
the Sales Assets or otherwise than as specifically contained herein. Purchaser
shall accept the same at Closing, in an "As Is, Where Is" condition. Purchaser
has conducted or will conduct its own due diligence examination of the business
and Sales Assets and relies solely thereon for consummation of the transactions
contemplated herein.
7. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Purchaser as follows:
7.1 Authority. Seller is incorporated and duly organized, validly
existing, and in good standing under the laws of the State of Georgia,
and has requisite power and authority to own the Sales Assets, to
enter into this Agreement and transfer the Sales Assets to Purchaser
upon the terms and conditions stated herein. Notwithstanding anything
contained herein to the contrary, however, the parties hereto
acknowledge and agree that Seller must obtain the Bankruptcy Court
Approval prior to consummating the transactions contemplated herein.
7.2 Title To Assets. As of the Closing Date, subject to Bankruptcy Court
Approval, Seller shall have full legal power and the right and
authority to sell and convey to Purchaser, good and marketable title
to the Sales Assets, free and clear of all liens, mortgages, and
security interests, charges, encumbrances, pledges, causes of action,
and claims known, contingent, or unknown, with all valid liens and
encumbrances to attach to the sales proceeds.
7.3 Further Actions. Seller has or will take all actions reasonably
necessary to effectuate the transactions contemplated by this
Agreement.
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<PAGE> 10
8. REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants to Seller as follows:
8.1 Binding Nature. This Agreement, when executed, will constitute the
valid obligation of Purchaser, legally binding upon Purchaser and
enforceable against Purchaser in accordance with these terms.
8.2 Authority. Purchaser has taken all necessary corporate action to
authorize the execution, delivery, and performance of this agreement
and Purchaser has the power to make, deliver and perform under this
Agreement.
8.3 Authority Of Officers. The undersigned officers of Purchaser are duly
authorized and empowered to execute and attest this Agreement for and
on behalf of Purchaser.
9. CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS
Notwithstanding any other provisions of this Agreement, the
obligations of Purchaser hereunder are, at the option of Purchaser, subject to
and contingent upon compliance with, on or before the Closing Date, each of the
following conditions precedent:
9.1 Licenses. Purchaser must be able to obtain all necessary licenses,
permits and Certificates of Occupancy, and any other authorizations
necessary in order to operate the Purchased Practices.
9.2 Delivery Of Possession. At Closing, Seller must deliver possession of
all Sales Assets to Purchaser.
9.3 Due Diligence. Purchaser must have completed its due diligence to the
satisfaction of Purchaser in its sole discretion, including without
limitation reconciliation of all collections and expenditures by
Physician Secured Creditors at the Purchased Practices and
confirmation that malpractice and other appropriate insurance coverage
with respect to the Purchased Practices is current and in full force
and effect. If Purchaser has not notified Seller in writing on or
before February 10, 1996, that this Section 9.3 has been satisfied,
then this Agreement shall be null and void.
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<PAGE> 11
9.4 Bankruptcy Court Approval. Seller shall have obtained Bankruptcy
Court Approval.
9.5 Insurance. On or before the Closing Date, Seller shall have
determined to its sole satisfaction that sufficient professional
liability insurance coverage exists or is available with respect to
physicians it expects to employ at the Purchased Practices.
9.6 Restatement Of Representations And Warranties And Performance Of
Pre-Closing Undertakings. The representation and warranties of Seller
contained in this Agreement or otherwise made in writing in
connection with the transactions contemplated by this Agreement shall
be true in all material respects on and as of the Closing Date with
the same effect (except as to transactions contemplated herein) such
representations and warranties had been made on and as of such date,
and each and all of the agreements, undertakings, and conditions to be
performed or observed by Seller on or before the Closing Date pursuant
to the terms hereof shall have been duly performed or observed and
there shall be delivered to the Purchaser at the Closing a certificate
to that effect dated the Closing Date and executed by Seller.
10. CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS
Notwithstanding any other provisions of this Agreement, the
obligations of Seller hereunder are, at the option of Seller, subject to and
contingent upon compliance with, on or before the Closing Date, each of the
following conditions precedent:
10.1 Bankruptcy Court Approval. Seller shall have obtained Bankruptcy
Court Approval.
10.2 Compliance By Purchaser. Timely compliance by Purchaser with all of
the terms and conditions of this Agreement, including, but not limited
to, payment of the Purchase Price.
10.3 Further Agreements. Purchaser and Seller shall have reached agreement
concerning what, if any, capital stock or stock purchase options in
Purchaser will be granted to Physician Secured Creditors, other
creditors and/or shareholders of Seller.
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<PAGE> 12
10.4 Restatement Of Representations And Warranties And Performance Of
Pre-Closing Undertakings. The representations and warranties of
Purchaser contained in this Agreement or otherwise made in writing in
connection with the transactions contemplated by this Agreement shall
be true in all material respects on and as of the Closing Date with
the same effect (except as to transactions contemplated herein) as
though such representations and warranties had been made on and as of
such date, in each and all of the agreements, undertakings, and
conditions to be performed or observed by Buyer on or before the
Closing Date pursuant to the terms hereof shall have been duly
performed or observed, and there shall be delivered to Seller at the
Closing a certificate to that effect dated the Closing Date and
executed by Purchaser.
11. MISCELLANEOUS
11.1 Access. Seller agrees to give Purchaser and its representatives full
access at all reasonable times to the books, records, information and
property of or relating to the assets and the business, as well as
personnel of the business, in order for Purchaser to conduct its due
diligence.
11.2 Commencement of Due Diligence. Upon execution of this Agreement,
Purchaser shall be entitled to commence its due diligence
investigation of Seller, the Purchased Practices, Sales Assets and any
liabilities being assumed hereunder, as contemplated in Section 9.3
above, and Seller shall cooperate fully with Purchaser in that regard.
11.3 Choice Of Law. This Agreement shall be governed by, construed, and
interpreted according to the laws of the State of Georgia.
11.4 Notices. All notices given by any party to any other party shall be
given by Certified Mail or postage pre-paid, Return Receipt Requested,
and addressed as follows:
In the case of Seller, at
Metropolitan HealthCare, Inc.
570 Colonial Park Drive, Suite 305
Roswell, GA 30075
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with a copy to
J. Robert Williamson, Esq.
Scroggins & Williamson
Suite 750, 3343 Peachtree Road, NE
Atlanta, GA 30326
or in the case of Purchaser, at
American HealthChoice, Inc.
1300 Walnut Hill Lane, Suite 275
Irving, TX 75038
with a copy to
Michael Lamberth, Esq.
Lamberth, Bonapfel, Cifelli, Willson & Stokes
3343 Peachtree Road, N.E., Suite 550
Atlanta, GA 30326
11.5 Counterparts. This Agreement may be executed in one or more
counterparts, each of which will constitute an original but all
together which shall constitute a single document.
11.6 Entire Agreement. This Agreement contains the entire agreement of the
parties hereto and no representation, warranty, covenant or agreement
not embodied herein, or oral or otherwise, shall be of any force or
effect.
11.7 Severability. In the event any part or parts of this Agreement are
found to be void, the remaining provisions of this Agreement shall
nevertheless be binding with the same effect as though the void parts
were deleted.
11.8 Headings. The headings or titles of the paragraphs, subsections or
articles of this Agreement are for convenience only and are not part
of this Agreement and shall not be used as an aid in the construction
of any provision thereof.
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11.9 Assignability. Purchaser shall have the right without consent or
notice to assign its interest in and to the Agreement to any entity in
which Purchaser has a controlling interest. Purchaser shall have the
right to assign its interest in and to the Agreement to any other
person or entity only upon express written consent of Seller, which
consent shall not be unreasonably withheld; provided, however, that in
the event Seller refuses to consent to a proposed assignment by
Purchaser, Purchaser may at its sole discretion elect to terminate
this Agreement, in which case neither Seller nor Purchaser shall have
any obligation under this Agreement. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.
11.10 Limitation of Liabilities. Except as expressly provided in this
Agreement, Purchaser shall have no liability for any debts of or
claims against the Seller or any of its employees, agents, officers,
representatives, shareholders, or directors, including without
limitation liability for malpractice claims arising from acts or
omissions occurring on or before the Closing Date which are not
covered by any professional liability insurance policy to be
transferred to, assumed by or acquired by Purchaser on or before the
Closing.
11.11 Survival Of Warranties. The representations, warranties, covenants
and agreements of Seller and Purchaser contained herein shall survive
the Closing Date without limitation indefinitely.
11.12 Attorneys' Fees. In the event either party hereto is required to
bring any action or proceeding to enforce any provision of this
Agreement, the prevailing party shall be
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entitled to recover the reasonable costs and expenses incurred by it
in connection with that action or proceeding, including but not
limited to, attorneys' fees.
IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to
be duly executed and delivered this the 5th day of January, 1996.
SELLER
METROPOLITAN HEALTHCARE, INC.,
a Georgia Corporation
By: /s/ Douglas A. Vandiford
--------------------------------
Its: Chairman
-------------------------------
PURCHASER
AMERICAN HEALTHCHOICE, INC.,
a New York Corporation
By: /s/ Michael Dare
--------------------------------
Its: Vice President Operations
-------------------------------
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EXHIBIT "A"
LIST OF ASSUMED CONTRACTS
The Assumed Contracts shall consist of all the Seller's right, title
and interest in and to the following real estate leases, contracts and all
amendments, modifications, assignments, or other agreements relating thereto:
Real Estate Leases
1. Lease between Woodlawn Commons Medical & Dental Associates ("WCMDA")
and Metropolitan HealthCare, Inc. dated August 15, 1994, for premises
located at 1121 Johnson Ferry Road, Suite 100, Marietta, Georgia,
30067 (as modified by separate agreement reached between Purchaser and
WCMDA);
2. Sublease Agreement between Cobb County/Kennestone Hospital Authority
and Internal Medicine Associates at Windy Hill, P.C. dated August 13,
1992, as assigned to Metropolitan HealthCare, Inc. by Lease Assignment
dated June 14, 1994, for premises located at 2550 Windy Hill Road,
Suite 220, Marietta, Georgia, 30067;
3. Lease Agreement between Hospital Authority of Fulton County and M.
Thomas Bailey, Jr., M.D., P.C. dated July 23, 1991, as assigned to
Metropolitan HealthCare, Inc. by Lease Assignment dated January 13,
1995, for premises located at 960 Johnson Ferry Road, NE, Suite 205,
Atlanta, Georgia, 30342;
4. Professional Office Lease Agreement between William A. Futch, M.D. and
Metropolitan HealthCare, Inc. dated January 26, 1995, for premises
located at 1080 Green Street, SW, Conyers, Georgia, 30207
<PAGE> 17
5. Professional Office Lease Agreement between Blissit and Fowler and
Michael D. Jones, M.D. dated March 7, 1992, as assigned to
Metropolitan HealthCare, Inc. by Lease Assignment dated March 3, 1994,
for premises located at 175 Decatur Road, Suite B, McDonough, Georgia,
30253.
Equipment Leases
1. Lease between Copelco Capital and Metropolitan HealthCare, Inc. for
medical equipment located at Conyers, McDonough and Windy Hill
Practices;
2. Lease between Bankers Leasing and Metropolitan HealthCare for medical
equipment located at Woodlawn Urgent Care facility;
3. Agreement as of June 14, 1994, between Metropolitan HealthCare, Inc.
and Internal Medicine Associates at Windy Hill, P.C. and Stephen
Palte, M.D. for leased office/ medical furniture and equipment for 48
monthly payments in the amount of $878.87 per month, with option to
purchase.
Physician Agreements
1. Provider Agreement by and between Metropolitan HealthCare, Inc. and
William A. Futch, M.D. dated January 26, 1995;
2. Restrictive Covenant by and between William A. Futch, M.D. and
Metropolitan HealthCare, Inc. dated January 26, 1995;
3. Provider Agreement by and between Metropolitan HealthCare, Inc. and M.
Thomas Bailey, Jr., M.D. dated January 13, 1995;
4. Restrictive Covenant by and between M. Thomas Bailey, Jr., M.D. and
Metropolitan HealthCare, Inc. dated January 13, 1995;
2
<PAGE> 18
5. Provider Agreement by and between Michael D. Jones, M.D. and Joseph A.
Blissit, M.D. dated March 7, 1992, and assigned to Metropolitan
HealthCare, Inc. pursuant to Asset Purchase Agreement dated March 3,
1994;
6. Restrictive Covenant by and between Joseph A. Blissit, M.D. and
Michael D. Jones, M.D. dated March 7, 1992, and subsequently assigned
to Metropolitan HealthCare, Inc. pursuant to Asset Purchase Agreement
dated March 3, 1994;
7. Provider Agreement by and between Metropolitan HealthCare, Inc. and
Stephen Palte, M.D. dated June 14, 1994;
8. Restrictive Covenant by and between Stephen Palte, M.D. and
Metropolitan HealthCare, Inc. dated June 14, 1994.
3
<PAGE> 19
EXHIBIT "B"
LIST OF ASSUMED TRADE LIABILITIES
The Assumed Trade Liabilities shall consist of only the following
debts, claims, expenses and liabilities:
All debts listed on Attachment "1" attached hereto and incorporated
herein by reference.
<PAGE> 20
EXHIBIT "C"
LIST OF ASSUMED NOTES
1. Promissory Note dated January 13, 1995, made by Metropolitan
HealthCare, Inc. in favor of M. Thomas Bailey, Jr., M.D., P.C. and M.
Thomas Bailey, Jr., M.D. in the original principal amount of
$227,600.00;
2. Promissory Note dated January 26, 1995, made by Metropolitan
HealthCare, Inc. in favor of William A. Futch, M.D. in the original
principal amount of $522,500.00;
3. Promissory Note dated June 14, 1994, made by Metropolitan HealthCare,
Inc. in favor of Internal Medicine Associates at Windy Hill, P.C. and
Stephen Palte, M.D. in the original principal amount of $213,000.00;
4. Promissory Note dated March 3, 1994, made by Metropolitan HealthCare,
Inc. in favor of Michael D. Jones, M.D., in the original principal
amount of $167,959.59, whereby MHI agreed to pay jointly to the holder
and Henry General Hospital the original principal amount of $60,000.00
and MHI agreed to pay jointly to the holder and Joseph A. Blissit,
M.D. the original principal amount of $107,959.59;
5. Promissory Note with Cobb American Bank dated on or about July 18,
1994, made by Metropolitan HealthCare, Inc. in favor of Cobb American
Bank in the original principal amount of $170,000.00;
<PAGE> 21
EXHIBIT "D"
SCHEDULE OF SALES ASSETS
The Sales Assets shall consist of all assets, properties and rights
relating primarily to Seller's conduct of its Business at (a) Internal Medicine
Associates at Northside, Suite 205, 960 Johnson Ferry Road, Atlanta, Georgia,
30342 (the "Northside/Bailey Practice"); (b) Internal Medicine Associates at
Windy Hill, Suite 220, 2550 Windy Hill Road, Marietta, Georgia, 30067 (the
"Windy Hill Practice"); (c) Family Medicine, 175 Decatur Road, Suite B,
McDonough, Georgia, 30253 (the "McDonough Practice"); and (d) Family Care of
Conyers, 1080 Green Street, SW, Conyers, Georgia, 30207 (the "Conyers
Practice") (hereafter, the "Purchased Practices"). Without limiting the
generality of the foregoing, the Sales Assets shall include all the Seller's
right, title and interest in and to, as of the Closing Date, the following
assets which are used primarily in, or which arise from, the conduct of the
Business:
1. All machinery, clinical equipment, clinical and office supplies,
signage, inventory held for sale or as security, office equipment, lab
equipment, fixtures, furniture, and other personal property items
located at the Purchased Practices (collectively, "Personal
Property");
2. The Assumed Contracts listed on Exhibit "C" hereto;
3. All owned intellectual property, including, without limitation, all
trade secrets, know-how, inventions, patents, trademarks and service
marks (and all applications therefor) and the goodwill associated
therewith, trade names, computer software developed by Seller and
other proprietary information and rights, and, to the extent
assignable, all licensed intellectual property (collectively, the
"Proprietary Rights");
4. All account receivables and other receivables arising from services
rendered by or goods sold at or on behalf of the Purchased Practices
(collectively, the "Receivables");
<PAGE> 22
5. To the extent assignable, all rights under the executory contracts,
personal property leases, purchase and sale orders and other
commitments of the Seller as of the Closing Date and which were
entered into by Seller in the ordinary course of the Business at the
Purchased Practices (collectively, the "Contract Rights");
6. All insurance policies, catalogs, brochures, patient lists and
records, files, all books and records, including, without limitation,
all financial, operating, personnel, accounting and legal records, all
telephone numbers and any related yellow page ads; and,
7. All cash, cash equivalents, notes, instruments, documents of title,
deposits and security deposits.
Less and except the following items located at the McDonough Practice:
1. Mobile instrument carriage with shelves and drawers (tag #6)
2. View box (tag #10)
3. Exam table (tag #29)
4. Mobile castle operating room light (tag #34)
5. Microwave (tag #38)
2
<PAGE> 23
EXHIBIT "E"
BILL OF SALE
STATE OF GEORGIA
COUNTY OF FULTON
KNOW ALL MEN BY THESE PRESENTS, that the maker of this instrument
(hereinafter the "Maker"), METROPOLITAN HEALTHCARE, INC., a Georgia
corporation, for and in consideration of the sum of Ten Dollars ($10.00) in
hand paid, at and before the delivery of these presents, and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, has granted, bargained, sold, transferred, conveyed and
delivered, and by these presents does grant, bargain, sell, transfer, convey
and deliver unto AMERICAN HEALTHCHOICE, INC. (hereinafter the "Vendee"), the
property (hereinafter the "Sales Assets") more particularly described in
Attachment "A" attached hereto and incorporated herein by this reference.
TO HAVE AND TO HOLD the Sales Assets unto the Vendee and its
successors and assigns, to have only proper use, benefit and behoof forever.
IN WITNESS WHEREOF, the Maker has hereunto set its hand and seal this
_____ day of _______________, 1995.
"MAKER"
METROPOLITAN HEALTHCARE, INC.
____________________________________
By:_________________________________
Title:_______________________________
[SEAL]
Sworn to and subscribed
before me this _____ day
of _______________, 1995.
__________________________________
Notary Public
My Commission Expires:____
<PAGE> 24
ATTACHMENT "A"
SCHEDULE OF SALES ASSETS
The Sales Assets shall consist of all assets, properties and rights
relating primarily to Seller's conduct of its Business at the Purchased
Practices. Without limiting the generality of the foregoing, the Sales Assets
shall include all the Seller's right, title and interest in and to, as of the
Closing Date, the following assets which are used primarily in, or which arise
from, the conduct of the Business:
1. All machinery, clinical equipment, clinical and office supplies,
signage, inventory held for sale or as security, office equipment, lab
equipment, fixtures, furniture, and other personal property items
located at the Purchased Practices (collectively, "Personal
Property");
2. The Assumed Contracts listed on Exhibit "A" to the Agreement;
3. All owned intellectual property, including, without limitation, all
trade secrets, know-how, inventions, patents, trademarks and service
marks (and all applications therefor) and the goodwill associated
therewith, trade names, computer software developed by Seller and
other proprietary information and rights, and, to the extent
assignable, all licensed intellectual property (collectively, the
"Proprietary Rights");
4. All account receivables and other receivables arising from services
rendered by or goods sold at or on behalf of the Purchased Practices
(collectively, the "Receivables");
5. To the extent assignable, all rights under the executory contracts,
personal property leases, purchase and sale orders and other
commitments of the Seller as of the Closing Date and which were
entered into by Seller in the ordinary course of the Business at the
Purchased Practices (collectively, the "Contract Rights");
<PAGE> 25
6. All insurance policies, catalogs, brochures, patient lists and
records, files, all books and records, including, without limitation,
all financial, operating, personnel, accounting and legal records, all
telephone numbers and any related yellow page ads; and,
7. All cash, cash equivalents, notes, instruments, documents of title,
deposits and security deposits.
2
<PAGE> 26
EXHIBIT "F"
ASSIGNMENT
FOR VALUE RECEIVED, the receipt and sufficiency of which are hereby
acknowledged, METROPOLITAN HEALTHCARE, INC., a Georgia corporation
("Assignor"), hereby assigns to AMERICAN HEALTHCHOICE, INC., a Delaware
corporation ("Assignee"), all of its right, title, interest, benefits and
obligations in, to and under the leases and other agreements which are set
forth in Attachment "A" attached hereto and incorporated herein by this
reference (collectively, the "Assumed Contracts").
Assignor represents and warrants to Assignee that the Assumed
Contracts are in full force and effect, that they have not been amended or
modified except as set forth in Attachment "A," and that Assignor is authorized
to assign the Assumed Contracts to Assignee by order(s) of the United States
Bankruptcy Court for the Northern District of Georgia, Atlanta Division, in a
Chapter 11 bankruptcy case styled In re Metropolitan HealthCare, Inc., Case No.
95-75348-JB.
Subject to and in consideration of the foregoing, Assignee hereby
agrees to assume the duty to perform all of the future obligations of Assignor
under the Assumed Contracts.
IN WITNESS WHEREOF, the undersigned have executed this Assignment this
_______ day of ____________________, 1995.
"ASSIGNOR"
METROPOLITAN HEALTHCARE, INC.
____________________________________
By:_________________________________
Title:_______________________________
"ASSIGNEE"
AMERICAN HEALTHCHOICE, INC.
____________________________________
By:_________________________________
Title:_______________________________
<PAGE> 27
ATTACHMENT "A"
LIST OF ASSUMED CONTRACTS
The Assumed Contracts shall consist of all the Seller's right, title
and interest in and to the following real estate leases, contracts and all
amendments, modifications, assignments, or other agreements relating thereto:
Real Estate Leases
1. Lease between Woodlawn Commons Medical & Dental Associates ("WCMDA")
and Metropolitan HealthCare, Inc. dated August 15, 1994, for premises
located at 1121 Johnson Ferry Road, Suite 100, Marietta, Georgia,
30067 (as modified by separate agreement reached between Purchaser and
WCMDA);
2. Sublease Agreement between Cobb County/Kennestone Hospital Authority
and Internal Medicine Associates at Windy Hill, P.C. dated August 13,
1992, as assigned to Metropolitan HealthCare, Inc. by Lease Assignment
dated June 14, 1994, for premises located at 2550 Windy Hill Road,
Suite 220, Marietta, Georgia, 30067;
3. Lease Agreement between Hospital Authority of Fulton County and M.
Thomas Bailey, Jr., M.D., P.C. dated July 23, 1991, as assigned to
Metropolitan HealthCare, Inc. by Lease Assignment dated January 13,
1995, for premises located at 960 Johnson Ferry Road, NE, Suite 205,
Atlanta, Georgia, 30342;
4. Professional Office Lease Agreement between William A. Futch, M.D. and
Metropolitan HealthCare, Inc. dated January 26, 1995, for premises
located at 1080 Green Street, SW, Conyers, Georgia, 30207
5. Professional Office Lease Agreement between Blissit and Fowler and
Michael D. Jones, M.D. dated March 7, 1992, as assigned to
Metropolitan HealthCare, Inc. by Lease Assignment dated
<PAGE> 28
March 3, 1994, for premises located at 175 Decatur Road, Suite B,
McDonough, Georgia, 30253.
Equipment Leases
1. Lease between Copelco Capital and Metropolitan HealthCare, Inc. for
medical equipment located at Conyers, McDonough and Windy Hill
Practices;
2. Lease between Bankers Leasing and Metropolitan HealthCare for medical
equipment located at Woodlawn Urgent Care facility;
3. Agreement as of June 14, 1994, between Metropolitan HealthCare, Inc.
and Internal Medicine Associates at Windy Hill, P.C. and Stephen
Palte, M.D. for leased office/ medical furniture and equipment for 48
monthly payments in the amount of $878.87 per month, with option to
purchase.
Physician Agreements
1. Provider Agreement by and between Metropolitan HealthCare, Inc. and
William A. Futch, M.D. dated January 26, 1995;
2. Restrictive Covenant by and between William A. Futch, M.D. and
Metropolitan HealthCare, Inc. dated January 26, 1995;
3. Provider Agreement by and between Metropolitan HealthCare, Inc. and
M. Thomas Bailey, Jr., M.D. dated January 13, 1995;
4. Restrictive Covenant by and between M. Thomas Bailey, Jr., M.D. and
Metropolitan HealthCare, Inc. dated January 13, 1995;
2
<PAGE> 29
5. Provider Agreement by and between Michael D. Jones, M.D. and Joseph A.
Blissit, M.D. dated March 7, 1992, and assigned to Metropolitan
HealthCare, Inc. pursuant to Asset Purchase Agreement dated March 3,
1994;
6. Restrictive Covenant by and between Joseph A. Blissit, M.D. and
Michael D. Jones, M.D. dated March 7, 1992, and subsequently assigned
to Metropolitan HealthCare, Inc. pursuant to Asset Purchase Agreement
dated March 3, 1994;
7. Provider Agreement by and between Metropolitan HealthCare, Inc. and
Stephen Palte, M.D. dated June 14, 1994;
8. Restrictive Covenant by and between Stephen Palte, M.D. and
Metropolitan HealthCare, Inc. dated June 14, 1994.
IN WITNESS WHEREOF, the undersigned have executed this Assignment this
_______ day of ________________, 1995.
METROPOLITAN HEALTHCARE, INC.
____________________________________
By:_________________________________
Title:______________________________
AMERICAN HEALTHCHOICE, INC.
____________________________________
By:_________________________________
Title:______________________________
3
<PAGE> 1
EXHIBIT 10.2
AMENDMENT TO ASSET PURCHASE AGREEMENT
<PAGE> 2
THIS AMENDMENT made and entered into by and between Metropolitan
HealthCare, Inc. ("Seller"), a Georgia Corporation, and American HealthChoice,
Inc. ("Purchaser"), a New York Corporation.
W I T N E S S E T H
WHEREAS, Seller and Purchaser entered into that certain Asset Purchase
Agreement dated January 5, 1996, regarding the purchase of certain assets and
assumption of certain liabilities of Purchaser (the "Purchase Agreement"); and,
WHEREAS, the parties desire to amend the Purchase Agreement in the
manner set forth herein;
NOW THEREFORE, for and in consideration of the sum of ONE DOLLAR
($1.00) cash in hand paid by each party to the other, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
i. Unless otherwise indicated herein, all capitalized terms used herein
shall have the same meaning ascribed to them in the Purchase
Agreement.
ii. Section 1.13 of the Purchase Agreement is hereby amended by deleting
the Woodlawn Practice from the list of Purchased Practices set forth
in said section.
iii. Exhibit "A" of the Purchase Agreement is hereby amended by deleting
the same in its entirety and substituting the Exhibit "A" which is
attached hereto.
iv. Exhibit "B" of the Purchase Agreement is hereby amended by deleting
the same in its entirety and substituting the Exhibit "B" which is
attached hereto.
v. Exhibit "C" of the Purchase Agreement is hereby amended by deleting
the same in its entirety and substituting the Exhibit "C" which is
attached hereto.
vi. Exhibit "F" of the Purchase Agreement is hereby amended by deleting
the same in its entirety and substituting the Exhibit "F" which is
attached hereto.
vii. Except as specifically amended or modified herein, the Purchase
Agreement shall continue in full force and effect in accordance with
the respective terms and conditions thereof.
IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals as of the 29th day of February, 1996.
<PAGE> 3
"SELLER"
METROPOLITAN HEALTHCARE, INC.
By: /s/ Douglas A. Vandiford
------------------------------------
Chairman
"PURCHASER"
AMERICAN HEALTHCHOICE, INC.
By: /s/ Michael Dare
------------------------------------
2
<PAGE> 4
EXHIBIT "A"
LIST OF ASSUMED CONTRACTS
The Assumed Contracts shall consist of all the Seller's right, title
and interest in and to the following real estate leases, contracts and all
amendments, modifications, assignments, or other agreements relating thereto:
Real Estate Leases
1. Lease Agreement between Hospital Authority of Fulton County and M.
Thomas Bailey, Jr., M.D., P.C. dated July 23, 1991, as assigned to
Metropolitan HealthCare, Inc. by Lease Assignment dated January 13,
1995, for premises located at 960 Johnson Ferry Road, NE, Suite 205,
Atlanta, Georgia, 30342;
2. Professional Office Lease Agreement between William A. Futch, M.D. and
Metropolitan HealthCare, Inc. dated January 26, 1995, for premises
located at 1080 Green Street, SW, Conyers, Georgia, 30207
3. Professional Office Lease Agreement between Blissit and Fowler and
Michael D. Jones, M.D. dated March 7, 1992, as assigned to
Metropolitan HealthCare, Inc. by Lease Assignment dated March 3, 1994,
for premises located at 175 Decatur Road, Suite B, McDonough, Georgia,
30253.
Equipment Leases
1. Lease between Copelco Capital and Metropolitan HealthCare, Inc. for
medical equipment located at Conyers, McDonough and Windy Hill
Practices;
2. Agreement as of June 14, 1994, between Metropolitan HealthCare, Inc.
and Internal Medicine Associates at Windy Hill, P.C. and Stephen
Palte, M.D. for leased office/medical furniture and equipment for 48
monthly payments in the amount of $878.87 per month, with option to
purchase.
Physician Agreements
1. Provider Agreement by and between Metropolitan HealthCare, Inc. and
William A. Futch, M.D. dated January 26, 1995;
<PAGE> 5
2. Restrictive Covenant by and between William A. Futch, M.D. and
Metropolitan HealthCare, Inc. dated January 26, 1995;
3. Provider Agreement by and between Metropolitan HealthCare, Inc. and
M. Thomas Bailey, Jr., M.D. dated January 13, 1995;
4. Restrictive Covenant by and between M. Thomas Bailey, Jr., M.D. and
Metropolitan HealthCare, Inc. dated January 13, 1995;
5. Provider Agreement by and between Michael D. Jones, M.D. and Joseph A.
Blissit, M.D. dated March 7, 1992, and assigned to Metropolitan
HealthCare, Inc. pursuant to Asset Purchase Agreement dated March 3,
1994;
6. Restrictive Covenant by and between Joseph A. Blissit, M.D. and
Michael D. Jones, M.D. dated March 7, 1992, and subsequently assigned
to Metropolitan HealthCare, Inc. pursuant to Asset Purchase Agreement
dated March 3, 1994;
7. Provider Agreement by and between Metropolitan HealthCare, Inc. and
Stephen Palte, M.D. dated June 14, 1994;
8. Restrictive Covenant by and between Stephen Palte, M.D. and
Metropolitan HealthCare, Inc. dated June 14, 1994.
2
<PAGE> 6
EXHIBIT "B"
LIST OF ASSUMED TRADE LIABILITIES
The Assumed Trade Liabilities shall consist of only the following
debts, claims, expenses and liabilities:
All debts listed on Attachment "1" attached hereto and incorporated
herein by reference.
<PAGE> 7
EXHIBIT "C"
LIST OF ASSUMED NOTES
1. Promissory Note dated January 13, 1995, made by Metropolitan
HealthCare, Inc. in favor of M. Thomas Bailey, Jr., M.D., P.C. and M.
Thomas Bailey, Jr., M.D. in the original principal amount of
$227,600.00;
2. Promissory Note dated January 26, 1995, made by Metropolitan
HealthCare, Inc. in favor of William A. Futch, M.D. in the original
principal amount of $522,500.00;
3. Promissory Note dated June 14, 1994, made by Metropolitan HealthCare,
Inc. in favor of Internal Medicine Associates at Windy Hill, P.C. and
Stephen Palte, M.D. in the original principal amount of $213,000.00;
4. Promissory Note dated March 3, 1994, made by Metropolitan HealthCare,
Inc. in favor of Michael D. Jones, M.D., in the original principal
amount of $167,959.59, whereby MHI agreed to pay jointly to the holder
and Henry General Hospital the original principal amount of $60,000.00
and MHI agreed to pay jointly to the holder and Joseph A. Blissit,
M.D. the original principal amount of $107,959.59;
<PAGE> 8
EXHIBIT "F"
ASSIGNMENT
FOR VALUE RECEIVED, the receipt and sufficiency of which are hereby
acknowledged, METROPOLITAN HEALTHCARE, INC., a Georgia corporation
("Assignor"), hereby assigns to AMERICAN HEALTHCHOICE, INC., a New York
corporation ("Assignee"), all of its right, title, interest, benefits and
obligations in, to and under the leases and other agreements which are set
forth in Attachment "A" attached hereto and incorporated herein by this
reference (collectively, the "Assumed Contracts").
Assignor represents and warrants to Assignee that the Assumed
Contracts are in full force and effect, that they have not been amended or
modified except as set forth in Attachment "A," and that Assignor is authorized
to assign the Assumed Contracts to Assignee by order(s) of the United States
Bankruptcy Court for the Northern District of Georgia, Atlanta Division, in a
Chapter 11 bankruptcy case styled In re Metropolitan HealthCare, Inc., Case No.
95-75348-JB.
Subject to and in consideration of the foregoing, Assignee hereby
agrees to assume the duty to perform all of the future obligations of Assignor
under the Assumed Contracts.
IN WITNESS WHEREOF, the undersigned have executed this Assignment this
_______ day of ____________________, 1996.
"ASSIGNOR"
METROPOLITAN HEALTHCARE, INC.
____________________________________
By:_________________________________
Title:______________________________
"ASSIGNEE"
AMERICAN HEALTHCHOICE, INC.
____________________________________
By:_________________________________
Title:______________________________
<PAGE> 9
ATTACHMENT "A"
LIST OF ASSUMED CONTRACTS
The Assumed Contracts shall consist of all the Seller's right, title
and interest in and to the following real estate leases, contracts and all
amendments, modifications, assignments, or other agreements relating thereto:
Real Estate Leases
1. Lease Agreement between Hospital Authority of Fulton County and M.
Thomas Bailey, Jr., M.D., P.C. dated July 23, 1991, as assigned to
Metropolitan HealthCare, Inc. by Lease Assignment dated January 13,
1995, for premises located at 960 Johnson Ferry Road, NE, Suite 205,
Atlanta, Georgia, 30342;
2. Professional Office Lease Agreement between William A. Futch, M.D. and
Metropolitan HealthCare, Inc. dated January 26, 1995, for premises
located at 1080 Green Street, SW, Conyers, Georgia, 30207
3. Professional Office Lease Agreement between Blissit and Fowler and
Michael D. Jones, M.D. dated March 7, 1992, as assigned to
Metropolitan HealthCare, Inc. by Lease Assignment dated March 3, 1994,
for premises located at 175 Decatur Road, Suite B, McDonough, Georgia,
30253.
Equipment Leases
1. Lease between Copelco Capital and Metropolitan HealthCare, Inc. for
medical equipment located at Conyers, McDonough and Windy Hill
Practices;
2. Agreement as of June 14, 1994, between Metropolitan HealthCare, Inc.
and Internal Medicine Associates at Windy Hill, P.C. and Stephen
Palte, M.D. for leased office/ medical furniture and
<PAGE> 10
equipment for 48 monthly payments in the amount of $878.87 per month,
with option to purchase.
Physician Agreements
1. Provider Agreement by and between Metropolitan HealthCare, Inc. and
William A. Futch, M.D. dated January 26, 1995;
2. Restrictive Covenant by and between William A. Futch, M.D. and
Metropolitan HealthCare, Inc. dated January 26, 1995;
3. Provider Agreement by and between Metropolitan HealthCare, Inc. and M.
Thomas Bailey, Jr., M.D. dated January 13, 1995;
4. Restrictive Covenant by and between M. Thomas Bailey, Jr., M.D. and
Metropolitan HealthCare, Inc. dated January 13, 1995;
5. Provider Agreement by and between Michael D. Jones, M.D. and Joseph A.
Blissit, M.D. dated March 7, 1992, and assigned to Metropolitan
HealthCare, Inc. pursuant to Asset Purchase Agreement dated March 3,
1994;
6. Restrictive Covenant by and between Joseph A. Blissit, M.D. and
Michael D. Jones, M.D. dated March 7, 1992, and subsequently assigned
to Metropolitan HealthCare, Inc. pursuant to Asset Purchase Agreement
dated March 3, 1994;
7. Provider Agreement by and between Metropolitan HealthCare, Inc. and
Stephen Palte, M.D. dated June 14, 1994;
8. Restrictive Covenant by and between Stephen Palte, M.D. and
Metropolitan HealthCare, Inc. dated June 14, 1994.
IN WITNESS WHEREOF, the undersigned have executed this Assignment this
_______ day of ________________, 1995.
2
<PAGE> 11
METROPOLITAN HEALTHCARE, INC.
____________________________________
By:_________________________________
Title:______________________________
AMERICAN HEALTHCHOICE, INC.
____________________________________
By:_________________________________
Title:______________________________
3
