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SEC FILE NUMBER
1-10968
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CUSIP NUMBER
568459-10-1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [_] Form 20-F [_] Form 11-K [_] Form 10-Q
[_] Form N-SAR
For Period Ended: September 30, 1999
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[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended:_________________________________
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Read Instruction (on back page) Before Preparing Form. Please Print
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
________________________________________________________________________________
PART I - REGISTRANT INFORMATION
Mariner Post-Acute Network, Inc. ("MPAN")
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Full Name of Registrant
Paragon Health Network, Inc.
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Former Name if Applicable
One Ravinia Drive, Suite 1500
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Address of Principal Executive Office (Street and Number)
Atlanta, Georgia 30346
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
[X] following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
MPAN is continuing to evaluate the impact of the new Medicare prospective
payment system and changes to its actuarially projected general and professional
liability losses on the value of MPAN's long-lived assets. The extended review
period for completing MPAN's financial statements is the result of, among other
reasons, MPAN's need to determine the amount of non-recurring charges that will
be recorded for the write-down of impaired goodwill relating to MPAN's
operations in the U.S. in accordance with Statements of Financial Accounting
Standards No. 121.
Potential persons who are to respond to the
(Attach Extra Sheets if Needed) collection of information contained in this
form are not required to respond unless the
form displays a currently valid OMB control
number.
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PART IV - OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this notification
Richard H. Miller (404) 572-6787
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(Name) (Area Code) (Telephone Number)
<S> <C> <C>
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file such report(s) been filed? If
answer is no, identify report(s). [X] Yes [_] No
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(3) Is it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included in the
subject report or portion thereof? [X] Yes [_] No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and,
if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
MPAN expects to report significant operating losses in the fourth quarter of 1999. However, the
quantification of such losses cannot be known until the Company's calculations of long-lived
asset impairments are completed. Before adjustments, the net carrying amounts of property and
equipment included in the Company's consolidated balance sheet at September 30, 1999
aggregated $778 million. Net carrying amounts of goodwill approximated $852 million
before adjustments.
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Mariner Post-Acute Network, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: December 29, 1999 By: /s/ George D. Morgan
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Executive Vice President and Chief
Financial Officer
INSTRUCTION. The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T ((S)232.201 or (S)232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T ((S)232.13(b) of this chapter).
