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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):
July 19, 1996
AMERICAN HOMEPATIENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19532 62-1474680
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
5200 Maryland Way, Suite 400, Brentwood, Tennessee 37027-5018
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(Address of principal executive offices)
(615) 221-8884
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
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Exhibit Index on Page 4
Page 1 of __
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The Registrant reports the following acquisition to inform its
security holders:
Pursuant to a Plan and Agreement of Merger dated June 28, 1996, the
Registrant acquired the operations of Miller Medical Service, Inc. and its
subsidiary, Mid-Prairie, Inc., both Iowa corporations, which operate a
respiratory therapy, rehabilitation equipment and durable medical equipment
supply business in sixteen locations throughout Iowa, Wisconsin, Minnesota and
Nebraska. The acquisition was accomplished by merger of Miller Medical
Service, Inc. into Registrant's wholly owned subsidiary, American HomePatient
of Iowa, Inc. The terms of the merger were the result of arm's-length
negotiations with shareholders of Miller Medical Service, Inc.
The purchase price was approximately $21,868,231.23, payable
$1,260,271.23 in cash and approximately $11,607,960.00 in the Registrant's
common stock. The cash portion of the purchase price was funded through
drawing on the Company's line of credit with a syndicate of banks headed by
Bankers Trust Company.
Closing of the merger occurred on July 19, 1996. The Registrant
intends to continue the acquired operations through its subsidiary.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) and (b) It is impracticable to provide the required financial
statements of the acquired business described in Item 2 and pro forma financial
information at this time. Such information will be filed within 60 days.
(c) Exhibits. The exhibits filed as a part of this Report are
listed in the Index to Exhibits immediately following the signature page.
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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 thereunto duly authorized.
AMERICAN HOMEPATIENT, INC.
By: /s/ Edward K. Wissing
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Name: Edward K. Wissing
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Title: President and Chief Executive Officer
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Date: July 29, 1996
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Exhibit Index
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Exhibit No. Page
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2.1 Plan and Agreement of Merger, dated June 5
28, 1996, by and among American HomePatient, Inc.,
American HomePatient of Iowa, Inc., Miller Medical
Service, Inc., Blaine Miller, Douglas Miller, John
Miller and Richard Hanna.
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A copy of the exhibit index to the Plan and Agreement of Merger has
been included. The exhibits have been omitted but Registrant shall furnish
supplementally a copy of any omitted exhibit to the Commission upon request.
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EXHIBIT INDEX
TO
PLAN AND AGREEMENT OF MERGER
BY AND AMONG
AMERICAN HOMEPATIENT, INC.,
AMERICAN HOMEPATIENT OF IOWA, INC.,
MILLER MEDICAL SERVICE, INC.,
BLAINE MILLER, DOUGLAS MILLER,
JOHN MILLER AND RICHARD HANNA
DATED JUNE 28, 1996
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Exhibit No. Exhibit Description
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A Type of services and products provided by the Company at each location
1.5(a)(i) Business Obligations to be Satisfied
1.5(a)(ii) Retained Working Capital Obligations as of May 31
1.5(a)(iv) Retained Working Capital Obligations since May 1
1.5(a)(vii) Retained Leases and Contracts
2.1(c) Number of Shares of Parent Common Stock
3.1(a) Real Estate
3.1(b) Equipment and Furnishings
3.1(d) Bank Account Information
3.3 Stock Ownership
3.7(a) Financial Statements
3.7(c) EBIT Target
3.10(1) Licenses; Licensure Surveys; Deficiency Reports; List of Regulatory Bodies
3.10(4) JCAHO Accreditation
3.13 List and Copies of Leases and Contracts
3.15 Copies of easements and rights
3.17 Employee Information; Payments since May 31
3.19 Insurance; Summary of Coverage; Pending Claims
3.25(a) Welfare Benefit Plans
3.25(b) Pension Benefit Plans
3.29(c) Closed Taxable Period
8.4 Piggyback Registration Rights Agreement
9.6 Form of Confidentiality and Noncompete Agreements
9.7 Forms of Employment and Consulting Agreements
9.9 Book Value of Assets
10.3 Form of Opinion of Counsel for the Seller and Shareholders
10.8 Waterloo Property
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