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FORM 10-K/A
(Amendment No. 3)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1935
For the fiscal year ended December 31, 1996
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-11506
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VALUE HEALTH, INC.
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(Exact name of registrant as specified in its charter)
Delaware 06-1194838
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
22 Waterville Road, Avon, Connecticut 06001
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 678-3400
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Securities registered pursuant to Section 12(b) of the Act:
Common Stock, Without Par Value
Preferred Stock Purchase Rights, $0.01 par value
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the 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 the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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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/A or any amendment to
this Form 10-K/A. [ ]
The Aggregate market value, as of March 3, 1997, of Common Stock held by
non-affiliates of the registrant: $974,526,399 based on the last reported sale
price on the New York Stock Exchange.
The Number of shares of Common Stock, without par value, outstanding as of March
3, 1997: 54,618,815.
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Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K
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(a) (1) Consolidated Financial Statements
Financial Statements of Value Health, Inc. and its subsidiaries are
included in Part II, Item 8, pages 20 through 50 of this report and
include:
. Consolidated Balance Sheets as of December 31, 1996 and 1995
. Consolidated Statements of Operations for the years ended
December 31, 1996, 1995 and 1994
. Consolidated Statements of Changes in Stockholders' Equity for
the years ended December 31, 1996, 1995 and 1994
. Consolidated Statement of Cash Flows for the years ended December
31, 1996, 1995 and 1994
. Notes to Consolidated Financial Statements
. Report of Independent Accountants - Coopers & Lybrand L.L.P.
. Independent Auditors' Report - KPMG Peat Marwick LLP
(a)(2) Financial Statement Schedule
The following supplemental schedule and related information for the
years ended December 31, 1996, 1995 and 1994, is included on page
75 of this report:
. Schedule II: Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable or
the required information is shown in the consolidated financial
statements or the notes thereto.
69
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(a) (3) List of Exhibits:
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<CAPTION>
Exhibit
Number Description of Exhibit
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<S> <C>
3.1, 4.1 -Restated Certificate of Incorporation of the Registrant, as amended.
(filed as Exhibit 3.1, 4.1 to the Registrant's Form 10-K for the
fiscal year ended December 31, 1993 and incorporated herein by this
reference)
3.2, 4.2 -Amended and Restated By-laws of the Registrant. (filed as Exhibit 3
to the Registrant's Current Report on Form 8-K dated February 9,
1994, and incorporated herein by this reference)
4.3 -Specimen certificate representing the Common Stock. (filed as
Exhibit 4.4 to the Registration Statement on Form S-1, Registration
No. 33-39134, and incorporated herein by this reference)
10.1 -Amended and Restated 1987 Stock Plan. (filed as Exhibit 10.1 to the
Registrant's Form S-1, Registration Statement No. 33-39134, and
incorporated herein by this reference)
10.2 -1991 Stock Plan, as amended. (filed as Exhibit 10.2 to the
Registrant's Form 10-K for the fiscal year ended December 31, 1994
and incorporated herein by this reference)
10.3 -1991 Employee Stock Purchase Plan. (filed as Exhibit 10.3 to the
Registration Statement on Form S-1, registration No. 33-39134, and
incorporated herein by this reference)
10.4 -1991 Non-Employee Director Stock Option Plan, as amended. (filed as
Exhibit 10.4 to the Registrant's Form 10-K for the fiscal year ended
December 31, 1994 and incorporated herein by this reference)
10.5** -Amended and Restated Employment Agreement dated as of September 1,
1993, by and between the Registrant and Robert E. Patricelli. (filed
as Exhibit 10.5 to the Registrant's Form 10-K for the fiscal year
ended December 31, 1993 and incorporated herein by this reference)
10.5a -Amendment, dated September 27, 1996 to Employment Agreement between
the Registrant and Robert E. Patricelli. (Previously filed (A)).
10.6 -Amended and Restated Employment Agreement dated as of March 1, 1994,
by and between the Registrant and Steven J. Shulman. (filed as
Exhibit 10.8 to the Registrant's Form 10-K for the fiscal year ended
December 31, 1994 and incorporated herein by this reference)
10.6a -Amendment, dated September 27, 1996 to Employment Agreement between
the Registrant and Steven J. Shulman. (Previously filed (A)).
10.7 -Employment Agreement dated as of September 8, 1995 by and between
the Registrant and James E. Buncher. (filed as Exhibit 10.8 to the
Registrant's Form 10-K for the fiscal year ended December 31, 1995
and incorporated herein by this reference)
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10.7a -Amendment dated September 27, 1996 to Employment Agreement between
the Registrant and James E. Buncher. (Previously filed (A))
10.8 -Employment Agreement dated as of March 1, 1996 by and between the
Registrant and Paul M. Finigan. (Previously filed (A))
10.8a Amendment dated September 27, 1996 to Employment Agreement between
the Registrant and Paul M. Finigan. (Previously filed (A))
10.9 -Employment Agreement dated as of September 2, 1996 by and between
the Registrant and William J. Goss. (Previously filed (A))
10.9a Amendment dated September 27, 1996 to Employment Agreement between
the Registrant and William J. Goss. (Previously filed (A))
10.10** -Employment Agreement, dated January 1, 1993 between Preferred Heath
Care, Ltd. and David J. McDonnell. (filed as Exhibit 10.9 to the
Preferred Health Care Ltd. Form 10-K for the fiscal year ended
December 31, 1992 and incorporated herein by this reference)
10.11 -Registration Rights Agreement dated as of February 22, 1991 by and
among the Registrant, Warburg, Pincus Capital Company, L.P., Robert
E. Patricelli, William J. McBride and Steven J. Shulman. (filed as
Exhibit 10.12 to the Registration Statement on Form S-1, Registration
No. 33-39134, and incorporated herein by this reference)
10.12 -Rights Agreement, dated as of November 2, 1995, between Value
Health, Inc. and Bank of Boston. (filed as Exhibit 99.1 to the
Registrant's Current Report on Form 8-K dated February 9, 1994 and
incorporated herein by this reference)
10.13 Form of Indemnification Agreement between the Registrant and its
directors and certain of its officers. (filed as Exhibit 10.13 to the
Registration Statement on Form S-1, Registration No. 33-39134, and
incorporated herein by this reference)
10.14 -Agreement and Plan of Merger dated as of September 23, 1993 among
the Registrant, VH Merger-Sub Corp. and Preferred Health Care Ltd.
(filed as Exhibit 2.1 to the Registration Statement on Form S-4,
Registration No. 33-71404 and incorporated herein by this reference)
10.15 -Stock Incentive Plan, as amended and restated (as of March 17,
1992). (filed as Exhibit 10(a) to the Preferred Health Care Ltd. Form
10-K for the fiscal year ended December 31, 1992 and incorporated
herein by this reference)
10.16 -Stock Purchase Agreement dated May 18, 1994 by and among Value
Health, Inc., Community Care Network, Inc., and Alliance Healthcare
Foundation, Robert M. Colasanto, Sandra M. Foote, Richard C. Morgan,
George S. Murphy, Nancy B. Plaxico, Douglas J. Reeves and Patrick J.
Sullivan. (filed as Exhibit 2.1 to the Registrant's Current Report on
Form 8-K dated May 18, 1994, File No. 0-19039, and incorporated
herein by this reference)
10.17 -Agreement and Plan of Merger dated as of March 27, 1995 among Value
Health, Inc., VHI Merger-Sub Corporation, and Diagnostek, Inc.
(incorporated herein by reference to previously filed exhibit to
Current Report on Form 8-K dated March 25, 1995, File No. 0-19039)
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10.18 -Consulting Agreement dated as of March 27, 1995, as amended on June
4, 1995 among Value Health, Inc., Diagnostek, Inc. and Nunzio P.
DeSantis (incorporated herein by reference to previously filed
exhibit to Current Report on Form 8-K dated March 25, 1995, File No.
0-19039)
10.19 -Agreement not to Compete dated as of March 27, 1995, as amended on
June 4, 1995 among Value Health, Inc., Diagnostek, Inc. and Nunzio P.
DeSantis (incorporated herein by reference to previously filed
exhibit to Current Report on Form 8-K filed by Diagnostek, Inc. dated
June 8, 1995)
10.20 -First Amendment to Agreement and Plan of Merger, dated as of June 4,
1995, by and among Value Health, Inc., VHI Merger-Sub. Corporation
and Diagnostek, Inc. (incorporated herein by reference to previously
filed exhibit to Current Report on Form 8-K filed by Diagnostek, Inc.
dated June 8, 1995)
10.21 Agreement and Plan of Merger, dated January 15, 1997 among
Columbia/HCA Healthcare Corporation, CVH Acquisition Corporation and
Value Health, Inc. (incorporated herein by reference to previously
filed exhibit to Current Report on Form 8-K dated January 15, 1997,
File No. 001-11239).
10.22 Revolving Credit Agreement dated August 21, 1996. (filed as exhibit
10 to the Registrant's Form 10-Q for the three months ended September
30, 1996 and incorporated herein by this reference)
11. -Computation of Net Earning Per Share. (Previously filed (A).
23. -Consent of Independent Accountants.
(A) Filed as an exhibit to Form 10-K/A (Amendment No. 2) on May 5, 1997
* Confidential Treatment Previously Granted.
** Executive Compensation Plans and Arrangements.
(b) Reports of Form 8-K
The Company filed a Current Report on Form 8-K during the
fourth quarter of 1996, dated October 11, 1996.
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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 report to be signed on
its behalf by the undersigned, thereunto duly authorized.
VALUE HEALTH, INC.
DATE: May 9, 1997
BY: \s\ David M. Wurzer
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David M. Wurzer
Senior Vice President, Treasurer and
Chief Financial Officer
(Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities Act of 1934, this report has
been signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Titles(s) Date
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<S> <C> <C>
Chairman of the Board, President May 9, 1997
\s\ Robert E. Patricelli Chief Executive Officer, and
- ---------------------------------------------------- Director (Principal Executive Officer)
Robert E. Patricelli
\s\ Steven J. Shulman President, Pharmacy and Disease May 9, 1997
- ---------------------------------------------------- Management Group and
Steven J. Shulman Director
\s\ William J. McBride Director May 9, 1997
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William J. McBride
\s\ David J. McDonnell Director May 9, 1997
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David J. McDonnell, D.S.W.
Director May 9, 1997
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Walter J. McNerney
\s\ Rodman W. Moorhead, III Director May 9, 1997
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Rodman W. Moorhead, III
</TABLE>
73
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<TABLE>
<S> <C> <C>
\s\ Constance B. Newman Director May 9, 1997
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Constance B. Newman
\s\ John L. Vogelstein Director May 9, 1997
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John L. Vogelstein
\s\ Hicks B. Waldron Director May 9, 1997
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Hicks B. Waldron
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Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Value Health, Inc. and Subsidiaries on Form S-8 (File Nos. 33-74002, 33-42969
and 33-310695) and on Form S-3 (File Nos. 33-85568, 33-89248 and 33-30082) of
our report dated February 19, 1997, except for Note 2, as to which the date is
April 14, 1997, on our audits of the consolidated financial statements and
financial statement schedule of Value Health, Inc. and Subsidiaries as of
December 31, 1996 and 1995, and for each of the three years in the period ended
December 31, 1996, which reports are included in this Annual Report on Form
10-K/A (Amendment No. 3).
/s/ Coopers and Lybrand L.L.P.
Hartford, Connecticut
May 9, 1997
