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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
May 30, 1996 (May 1, 1996)
Date of Report (Date of earliest event reported)
QUANTUM HEALTH RESOURCES, INC.
(Exact name of registrant as specified in charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-19076
(Commission File Number)
33-0414232
(IRS Employer Identification No.)
TWO PARKWOOD CROSSING
310 EAST 96TH STREET, SUITE 300
INDIANAPOLIS, INDIANA 46240
(Address of principal executive offices)
(317) 580-6830
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
The Registrant, Olsten Corporation and QHR Acquisition Corp., a
wholly-owned subsidiary of Olsten Corporation, have entered into an amendment,
dated as of May 1, 1996 (the "Amendment"), to the Agreement and Plan of Merger
filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated May 3,
1996. The Amendment is filed as Exhibit 2.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 Amendment to Agreement and Plan of Merger, dated as of May 1, 1996,
by and among Olsten Corporation, QHR Acquisition Corp. and the
Registrant
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SIGNATURE
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.
QUANTUM HEALTH RESOURCES, INC.
(REGISTRANT)
Date: May 30, 1996 By: /s/ John C. McIlwraith
---------------------------------
John C. McIlwraith
Senior Vice President, Strategic
Planning and General Counsel
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EXHIBIT 2.1
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the "Amendment") dated as of May 1,
1996, by and among Olsten Corporation, a Delaware corporation ("Olsten"), QHR
Acquisition Corp., a Delaware corporation that is a wholly-owned subsidiary of
Olsten ("Merger Sub"), and Quantum Health Resources, Inc., a Delaware
corporation ("Quantum").
WHEREAS, Olsten, Merger Sub and Quantum are parties to an Agreement and
Plan of Merger dated May 1, 1996 (the "Merger Agreement"), which provides, among
other things, for the merger of Merger Sub with and into Quantum, such that
Quantum shall survive as a wholly-owned subsidiary of Olsten (the "Merger");
WHEREAS, Olsten, Merger Sub and Quantum desire to amend Section 6.9(e) of
the Merger Agreement pursuant to this Amendment to provide for the appropriate
treatment of the Quantum Convertible Subordinated Debentures (as defined in the
Merger Agreement) after the Effective Time (as defined in the Merger Agreement);
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby,
subject to the terms and conditions set forth herein, Olsten, Merger Sub and
Quantum hereby agree as follows:
Section 1. Section 6.9(e) of the Merger Agreement shall be amended by
deleting the first sentence thereof in its entirety and inserting the following
new sentence in lieu thereof:
"From and after the Effective Time, each Quantum Convertible Subordinated
Debenture shall entitle the holder thereof to convert such Quantum Convertible
Subordinated Debenture into the number of shares of Class B Stock receivable by
a holder of the number of shares of Quantum Common Stock into which such Quantum
Convertible Subordinated Debenture might have been converted immediately prior
to the Effective Time (subject to adjustment after the Effective Time as
provided in the Quantum Indenture); PROVIDED, HOWEVER, that the number of shares
of Class B Stock issuable upon conversion of a Quantum Convertible Subordinated
Debenture shall not include any fractional shares and, upon exercise of such
Quantum Convertible Subordinated Debenture, a cash payment shall be made for any
fractional share based upon the closing price of a share of Olsten Common Stock
on the NYSE on the trading day immediately prior to the date of conversion."
Section 2. The Merger Agreement shall be amended and restated in its
entirety as of May 1, 1996, to reflect the foregoing amendment.
Section 3. This Amendment may be executed in two or more counterparts, all
of which shall be considered one and the same agreement shall become effective
when two or more counterparts have been signed by each of the parties and
delivered to the other parties, it being understood that all parties need not
sign the same counterpart.
Section 4. This Amendment shall be governed by, and interpreted under, the
laws of the State of Delaware applicable to contracts made and to be performed
therein without regard to conflicts of law principles.
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IN WITNESS WHEREOF, Olsten, Merger Sub and Quantum have caused this
Amendment to Agreement and Plan of Merger to be executed as of May 1, 1996, by
the respective officers thereunto duly authorized.
OLSTEN CORPORATION
By: /s/ William P. Costantini
Senior Vice President
QHR ACQUISITION CORP.
By: /s/ William P. Costantini
Senior Vice President
QUANTUM HEALTH RESOURCES, INC.
By: /s/ Douglas H. Stickney
Chairman, President and
Chief Executive Officer
