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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 31, 1998
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Mariner Post-Acute Network, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 001-10968 74-2012902
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
One Ravinia Drive, Suite 1500
Atlanta, Georgia 30346
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (678) 443-7000
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Paragon Health Network, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 31, 1998, the Registrant issued a press release announcing the
consummation of a merger between a wholly-owned subsidiary of the Registrant and
Mariner Health Group, Inc. ("Mariner"), all as more fully described in the
aforementioned press release which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
A description of the merger including, among other things, a discussion
of: (i) the consideration involved; (ii) the assets acquired by the Registrant
as a result of the merger; (iii) the persons from whom such assets were
acquired; (iv) the manner in which such assets were valued by Registrant; and
(v) related party transactions relevant to the merger are incorporated by
reference to the sections of the Registrant's Registration Statement (the
"Registration Statement") on Form S-4/S-8 (Registration No. 333-57339) entitled
"Summary," "The Merger," "The Merger Agreement" and "Interests of Certain
Persons in the Merger." A description of the financing arrangements relevant to
the merger is incorporated by reference to the section of the Registration
Statement entitled "Description of Financing Arrangements."
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) The historical financial information required by this item with
respect to the business of Mariner is incorporated herein by reference to the
section of the Registration Statement entitled "Summary Mariner Health Group,
Inc. Selected Historical Consolidated Financial Information" and to the
following reports previously filed by Mariner under the Securities Exchange Act
of 1934, as amended:
(i) Mariner's Annual Report on Form 10-K (as amended by Form 10-K/A
dated April 30, 1998 (for the year ended December 31, 1997); and
(ii) Mariner's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998.
(b) The pro forma financial information required by this item is
incorporated by reference to the sections of the Registration Statement entitled
"Summary Selected Unaudited Pro Forma Consolidated Financial Data" and "Paragon
Health Network, Inc. Pro Forma Condensed Consolidated Financial Statements."
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(c) Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of April 13,
1998 among Registrant, Paragon Acquisition Sub, Inc.
and Mariner (incorporated by reference to Annex I to
the Registration Statement).
99.1 Press Release dated July 31, 1998 announcing a merger
between a wholly-owned subsidiary of Registrant and
Mariner.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MARINER POST-ACUTE NETWORK, INC.
Date: August 11, 1998 By: /s/ Stefano M. Miele
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Name: Stefano M. Miele
Title: Vice President and Associate
General Counsel
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of April 13, 1998 among
Registrant, Paragon Acquisition Sub, Inc. and Mariner
(incorporated by reference to Annex I to the Registration
Statement).
99.1 Press Release dated July 31,1998 announcing a merger between a
wholly-owned subsidiary of Registrant and Mariner.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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CONTACTS:
Boyd P. Gentry Chris A. Snow
Vice President and Treasurer Investor Relations
(678) 443-6872 (678) 443-6873
PARAGON HEALTH NETWORK AND MARINER HEALTH GROUP
MERGER DECLARED EFFECTIVE
Atlanta, Georgia and Framingham, Massachusetts -- July 31, 1998 -- Paragon
Health Network, Inc. (NYSE: PGN) and Mariner Health Group, Inc. (NASDAQ: MRNR)
announced today that the completion of the merger of the two companies is
effective as of 5:00 p.m. today.
As previously announced, the common stock of Mariner Health Group, Inc. will
cease trading on the NASDAQ Stock Market as of the close of business today.
Effective with the completion of the merger, Paragon has changed its name to
Mariner Post-Acute Network, Inc. (NYSE: MPN) and its common stock will begin
trading under the ticker symbol "MPN" as of the opening of business on Monday,
August 3, 1998.
Mariner Post-Acute Network, Inc., headquartered in Atlanta, Georgia, is a
diversified health care company providing an array of long-term and specialty
health care services through its subsidiaries. The Company's inpatient services
group operates over 430 skilled nursing and assisted living facilities with more
than 50,000 beds. American Pharmaceutical Services, the Company's institutional
pharmacy subsidiary, operates 43 institutional pharmacies serving more than
1,000 facilities comprising approximately 125,000 beds. Prism Rehab Systems,
the Company's contract therapy provider, provides therapy and rehabilitation
staffing services to more than 450 long-term care facilities. Rehability
operates more than 200 outpatient clinics and hospital therapy departments.
Mariner Specialty Services and Cornerstone Health Management collectively manage
more than 100 programs for long-term care providers and acute care hospitals,
provide physician management services and operate more than 50 branches that
provide home health, hospice and private duty nursing services.
