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): April 2, 1997
MetroVision of North America, Inc
(Exact name of registrant as specified in its charter)
New York 0-19685 16-1276525
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
75 South Church Street
Pittsfield, MA 01201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (413) 448-2111
424 Madison Avenue New York, NY 10017
Former name or former address,
if changed since last report
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Item 1. Changes in Control of Registrant;
Item 2. Acquisition or Disposition of Assets.
On April 1, 1997, MetroVision of North America, Inc.
("MetroVision" or the "Company") consummated a merger (the
"Merger") as a result of which York Hannover Pharmaceuticals, Inc.,
a Florida corporation, merged with and into the Company, with the
Company as the surviving corporation, pursuant to an Agreement and
Plan of Merger dated as of May 10, 1996 among the Company and York
Hannover Pharmaceuticals, Inc. (the "Merger Agreement"). Pursuant
to the Merger Agreement, among other things: (i) MetroVision
changed its corporate name to York Hannover Health Care,
Inc.(subject to receipt of all nessasary regulatory consents which
are still pending); and (ii) each share of York Hannover
Pharmaceuticals, Inc. Common Stock outstanding on April 1, 1997 was
converted into 4,000 shares of the Company's Common Stock, or an
aggregate of 4,000,000 shares of Common Stock, constituting
approximately 71.8% of the shares of
Common Stock outstanding giving effect to the Merger.
The Merger was consummated upon receipt of approval of
the Merger Agreement and the Merger by the Company's shareholders
at a Special Meeting of Shareholders held on April 1, 1997. At the
Special Meeting, the Company's shareholders also elected Thomas M.
Clarke, Lawrence B. Cummings, Robert F. Hussey, Courtlandt G.
Miller and Peter Doelger directors to serve until the next annual
meeting of shareholders and until their successors are duly elected
and qualified. Messrs. Clarke and Cummings, who also have been
appointed as Chairman and Chief Executive Officer, respectively, of
the Company, are principal stockholders of Stockbridge Investment
Partners, Inc. ("Stockbridge"), the sole stockholder of York
Hannover Pharmaceuticals, which became the majority stockholder of
the Company as a result of the Merger. Robert F. Hussey is the
former Chairman of the Board, President and Chief Executive Officer
of the Company.
In addition to the shares of Common Stock issued to
Stockbridge in the Merger, each of Messrs. Clarke and Cummings were
issued warrants to purchase 750,000 shares of the Company's Common
Stock, exercisable in three cumulative equal annual installments,
at exercise prices ranging from $1.0563 to $1.5844 per share. If
all of such warrants were exercised (and assuming no other
increases in the Company's capital stock), Messrs. Clarke and
Cummings would beneficially own, directly and through Stockbridge,
approximately 78.7% of the outstanding Common Stock.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
Reference is made to the historical financial
statements of York Hannover Pharmaceuticals, Inc.
appearing on pages F-22 through F-35 of the
Company's definitive Proxy Statement/Prospectus
dated February 13, 1997 for its Special Meeting of
Shareholders, which is incorporated by reference in
response to this Item.
(b) Pro Forma Financial Information
Reference is made to the unaudited summary pro
forma combined condensed consolidated financial
information appearing on pages 19 through 22 of the
Company's definitive Proxy Statement/Prospectus
dated February 13, 1997 for its Special Meeting of
Shareholders, which is incorporated by reference in
response to this Item.
(c) Exhibits
10.1 Agreement and Plan of Merger dated as of May 10,
1996 among MetroVision of North America, Inc. and
York Hannover Pharmaceuticals, Inc. (included as
Annex "A" to Exhibit 99.1 filed herewith).
99.1 The Company's definitive Proxy Statement/Prospectus
dated February 13, 1997 for its Special Meeting of
Shareholders.
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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.
Dated: April , 1997 YORK HANNOVER HEALTH CARE, INC.
By:
Name: Lawrence B. Cummings
Title: President
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EXHIBIT INDEX
Exhibit
Number Description of Document Page
10.1 Agreement and Plan of Merger dated as of May
10, 1996 among MetroVision of North America,
Inc. and York Hannover Pharmaceuticals, Inc.
(included as Annex "A" to Exhibit 99.1 filed
herewith).
99.1 The Company's definitive Proxy
Statement/Prospectus dated February 13, 1997
for its Special Meeting of Shareholders.
