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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): MAY 2, 1997
OMEGA HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE
(State or other jurisdiction of incorporation)
0-19283 63-0858713
(Commission File Number) (I.R.S. Employer Identification No.)
5100 POPLAR AVENUE, SUITE 2100, MEMPHIS, TENNESSEE 38137
(Address of principal executive offices, including Zip Code)
(901) 683-7868
(Registrant's telephone number, including Area Code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 2, 1997, Omega Health Systems of Indiana, Inc. (Omega-Indiana), a
wholly-owned subsidiary of the Registrant, merged with Faust Eye Center, P.C.,
an Indiana professional corporation which had practiced ophthalmology.
Subsequent to the merger, Omega-Indiana entered into a long-term management
agreement with a new professional corporation owned by Joseph Faust, M.D. to
carry on the practice formerly conducted by Faust Eye Center, P.C. The
consideration for the merger consisted of 169,000 shares of the Registrant's
common stock and cash of approximately $460,000.
Also on May 2, 1997, Omega-Indiana and Outpatient Surgery Center of Indiana,
Inc.(OSCII), an Indiana corporation owned by Dr. Faust, formed an Indiana
limited liability partnership. In connection with the formation of the LLP,
Omega-Indiana contributed $1,241,000 in cash and OSCII contributed the assets of
its surgery center with an agreed upon value of $2,481,000. The Partnership then
made a distribution to OSCII equal to $1,241,000. After these transactions,
Omega-Indiana owns a 50% interest in the LLP and OSCII owns a 50% interest.
Omega-Indiana is managing partner under the terms of the partnership agreement.
On May 2, 1997, Omega Acquisition Subsidiary, Inc. (OASI), a wholly-owned
subsidiary of the Registrant, completed a merger with Primary Eyecare Network
(PEN) and P.E.N. Resources, Inc. (Resources). PEN and Resources provide products
and services to independent optometrists, enhancing their ability to practice
successfully in a competitive eye care marketplace. The consideration for the
merger consisted of $1.9 million in cash and 195,000 shares of the Registrant's
common stock.
The Registrant financed the cash portion of these transactions with borrowings
under its Revolving Credit Facility with NationsCredit Commercial Corporation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of the Business Acquired and Pro Forma
Financial Statements
After subsequent investigation, the Registrant has determined that
such financial statements are not required to be filed.
(b) Exhibits
2.1 Press Release dated May 6, 1997*
2.2 Press Release dated May 5, 1997*
2.3 Merger Agreement by and among Faust Eye Center, P.C., Omega Health
Systems of Indiana, Inc., Omega Health Systems, Inc. and Joseph
Faust, M.D.*
2.4 Partnership Agreement of Outpatient Surgery Center of Indiana,
LLP*
2.5 Merger Agreement by and between Leonard Osias, O.D., Irene Osias,
both as Trustees of the Osias Family Trust dated August 18, 1988,
Primary Eyecare Network, P.E.N. Resources, Inc., Omega
Health Systems, Inc. and Omega Acquisition Subsidiary, Inc.*
* Previously filed
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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.
OMEGA HEALTH SYSTEMS, INC.
Dated: October 24, 1997 By: /s/ Ronald Edmonds
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Ronald Edmonds
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
- ------ ---------------------- ----
<S> <C> <C>
2.1 Press Release dated May 6, 1997*
2.2 Press Release dated May 5, 1997*
2.3 Merger Agreement by and among Faust Eye Center, P.C., Omega Health
Systems of Indiana, Inc., Omega Health Systems, Inc. and Joseph
Faust, M.D.*
2.4 Partnership Agreement of Outpatient Surgery Center of Indiana, LLP*
2.5 Merger Agreement by and between Leonard Osias, O.D., Irene Osias,
both as Trustees of the Osias Family Trust dated August 18, 1988,
Primary Eyecare Network, P.E.N. Resources, Inc., Omega Health
Systems, Inc. and Omega Acquisition Subsidiary, Inc.*
</TABLE>
* Previously filed
