As filed with the Securities and Exchange Commission on October
19, 1999.
Registration No. 333-
____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
Apria Healthcare Group Inc.
(Exact name of registrant as specified in its charter)
___________________
Delaware 33-0488566
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3560 Hyland Avenue, Costa Mesa, California 92626
(714) 427-2000
(Address and telephone number of principal executive
offices)
___________________
Philip L. Carter
Non-Qualified Stock Option Agreement
(Full title of the plan)
__________________
John C. Maney
Executive Vice President and Chief Financial Officer
Apria Healthcare Group Inc.
3560 Hyland Avenue, Costa Mesa, California 92626
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service:
(714) 427-2000
___________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================
==========
<S> <C> <C> <C>
<C>
Proposed Proposed
Maximum maximum
Title of Amount offering aggregate
Amount of
Securities to be price offering
registration
to be registered registered per unit price fee
- - ------------------------------------------------------------------
- - ----------
Common Stock, $450,000 $12.844<3> $5,779,800<3>
$1,607<3>
$0.001 par value <1> <2>
per share shares
==================================================================
==========
<FN>
<1> This Registration Statement covers, in addition to the
number of
shares of Common Stock stated above, options and other
rights to
purchase or acquire the shares of Common Stock covered by
the
Prospectus and, pursuant to Rule 416(c) under the Securities
Act
of 1933, as amended (the "Securities Act"), an additional
indeterminate number of shares, options and rights which by
reason of certain events specified in the Philip L. Carter
Non-Qualified Stock Option Agreement dated June 17, 1998
(the "Agreement") may become subject to the Agreement.
<2> Each share is accompanied by a common share purchase right
pursuant to the registrant's Rights Agreement, dated
February
8, 1995, with U.S. Stock Transfer Corporation, as Rights
Agent.
<3> Pursuant to Rule 457(h), the maximum offering price, per
share and
in the aggregate, and the registration fee were calculated
based
upon the average of the high and low prices of the Common
Stock
on October 13, 1999, as reported on the New York Stock
Exchange
and published in The Western Edition of The Wall Street
Journal.
The Exhibit Index for this Registration Statement is at page
8.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part
I of Form S-8 (plan information and registrant information) will
be sent or given to the employee as specified by Rule 428(b)(1)
of the Securities Act. Such documents need not be filed with
the Securities and Exchange Commission (the "Commission") either
as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement
pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of Apria Healthcare Group Inc. (the
"Company") filed with the Commission are incorporated herein by
reference:
(a) Annual Report on Form 10-K for the Company's fiscal
year ended December 31, 1998;
(b) Quarterly Reports on Form 10-Q for the Company's
fiscal quarters ended March 31, 1999 and June 30,
1999; and
(c) The description of the Company's Common Stock
contained in its Registration Statement on Form 8-A
filed on February 11, 1992, and any amendment or
report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document, all
or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified
or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or amended, to constitute a
part of this Registration Statement.
Item 4. Description of Securities
The Company's Common Stock, par value $0.001 per share (the
"Common Stock"), is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted.
Item 5. Interests of Named Experts and Counsel
The validity of the original issuance of the Common Stock
registered hereby is passed on for the Company by Robert S.
Holcombe, the Senior Vice President, General Counsel and
Secretary of the Company. Mr. Holcombe is compensated by the
Company as an employee, is the owner of shares of Common Stock,
and is the holder of options to acquire shares of Common Stock.
Item 6. Indemnification of Directors and Officers
The Company's Restated Certificate of Incorporation and
Bylaws provide for indemnification of the officers and directors
of the Company to the fullest extent permitted by law. Section
102(b)(7) of the Delaware General Corporation Law (the "DGCL")
provides that a Delaware corporation has the power to eliminate
or limit the personal liability of a director for violations of
the director's fiduciary duty, except (i) for any breach of the
director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for
liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions), or (iv) for any
transaction from which a director derived an improper personal
benefit. In addition, the Company has entered into separate
indemnification agreements with each of its directors and
officers and maintains insurance on behalf of any person who is
or was a director or officer of the Company for up to $30
million of covered losses.
Section 145 of the DGCL provides that a corporation may
indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an
action by or in the right of such corporation), by reason of the
fact that such person was a director, officer, employee or agent
of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such
officer, director, employee or agent acted in good faith and in
a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, for criminal proceedings, had
no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer is successful on
the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses
which such officer or director actually and reasonably incurred.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the attached Exhibit Index at page 8.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the effective date
of the Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the Registration Statement; and
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration
Statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
executive officers and controlling persons of the registrant
pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion
of the Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Costa Mesa, State of California, on the 21st day of
July, 1999.
By: /s/ Philip L. Carter
------------------------
Philip L. Carter
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Philip L. Carter and John C. Maney, or either of them
individually, his or her true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or either of them individually, or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ Philip L. Carter Chief Executive July
21, 1999
- - ---------------------- Officer and Director
Philip L. Carter (Principal Executive Officer)
/s/ John C. Maney Executive Vice President July
21, 1999
- - ---------------------- and Chief Financial Officer
John C. Maney (Principal Financial Officer)
/s/ James E. Baker Vice President, July
21, 1999
- - --------------------- Controller (Principal
James E. Baker Accounting Officer)
/s/ Ralph V. Whitworth Director July
21, 1999
- - ----------------------
Ralph V. Whitworth
/s/ David L. Goldsmith Director July
21, 1999
- - ----------------------
David L. Goldsmith
- - ---------------------- Director
Richard H. Koppes
/s/ Philip R. Lochner, Jr. Director July
21, 1999
- - -------------------------
Philip R. Lochner, Jr.
/s/ Beverly Benedict Thomas Director July
21, 1999
- - ---------------------------
Beverly Benedict Thomas
/s/ David H. Batchelder Director July
21, 1999
- - -----------------------
David H. Batchelder
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- - ------ ----------------------
4.1 Philip L. Carter Non-Qualified Stock Option Agreement
dated June 17, 1998.
4.2 Amended and Restated Apria Healthcare Group Inc. 1997
Stock Incentive Plan.<1>
5. Opinion of Counsel (opinion re legality).
23.1 Consent of Deloitte & Touche LLP (Consent of
Independent Auditor).
23.2 Consent of Ernst & Young LLP (Consent of
Independent Auditors).
23.3 Consent of Counsel (included in Exhibit 5).
24. Power of Attorney (included in this Registration
Statement under "Signatures").
[FN]
<1> This exhibit has been filed with the Commission as an
Exhibit
to a Registration Statement on Form S-8, of even date
herewith,
relating to such plan and is incorporated herein by this
reference.
</FN>
<PAGE>
APRIA HEALTHCARE GROUP INC.
NON-QUALIFIED
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is made by and
between
APRIA HEALTHCARE GROUP INC., a Delaware corporation (the
"Corporation"),
and PHILIP L. CARTER, an individual (the "Employee").
W I T N E S S E T H
WHEREAS, pursuant to an Employment Agreement (herein so
called) dated
May 5, 1998, between Employee and the Corporation, the Corporation
has agreed
to grant the Employee the right and option to purchase 750,000
shares of the
Corporation's Common Stock, par value $0.001 per share (the
"Common Stock")
on the terms and conditions described in the Employment Agreement;
WHEREAS, the Corporation has satisfied a portion of its
obligation to
grant stock options to the Employee under the Employment Agreement
by granting
the Employee a stock option (the "1997 Plan Option") to purchase
all or any
part of 100,000 Shares of Common Stock pursuant to the Apria
Healthcare Group
Inc. 1997 Stock Incentive Plan (the "1997 Plan"), effective as of
the 5th
day of May, 1998 (the "Award Date");
WHEREAS, the Corporation has satisfied a further portion of
its
obligation to grant stock options to the Employee under the
Employment
Agreement by granting the Employee a stock option (the "1992 Plan
Option") to
purchase all or any part of 200,000 shares of Common Stock
pursuant to the
Apria Healthcare Group Inc. Amended and Restated 1992 Stock
Incentive Plan
(the "1992 Plan") effective as of the Award Date;
WHEREAS, the Corporation has determined to satisfy the
remainder of its
obligation to grant stock options to the Employee pursuant to the
Employment
Agreement by granting the Employee an option under this Agreement
to purchase
450,000 shares of Common Stock which are not to be issued under
any stock
incentive plan; and
WHEREAS, the option evidenced hereby is not intended to
constitute an
incentive stock option within the meaning of Section 422 of the
Internal
Revenue Code of 1986, as amended (the "Code").
NOW, THEREFORE, in consideration of the mutual promises and
covenants
made herein and the mutual benefits to be derived herefrom, the
parties agree
as follows:
1. Defined Terms. Capitalized terms used and not
otherwise defined
herein shall have the meanings assigned to such terms in the
1997 Plan.
2. Grant of Option. This Agreement evidences the
Corporation's
grant to the Employee of the right and option to purchase, on
and subject
to the terms and conditions set forth in this Agreement and
in the 1997
Plan, all or any part of 450,000 shares of Common Stock (the
"Shares") at
the price of $9.00 per Share (the "Option"), exercisable from
time to
time, subject to the provisions of this Agreement and the
1997 Plan,
prior to the close of business on May 5, 2008 (the
"Expiration Date").
It is the intent of the Corporation that (i) the Option shall
be a
nonqualified stock option within the meaning of Section 422
of the Code,
and (ii) as more fully described in Section 10 below,
although the Option
is not being issued under or pursuant to any qualified stock
incentive
plan of the Corporation, for purposes of administrative
convenience it
shall, to the extent applicable, be administered and
processed by the
Corporation and the Employee as if it had been issued under
the 1997
Plan.
3. Exercisability of Option. The Option shall vest and
be
exercisable (i) as to 75,000 Shares at any time from and
after the Award
Date; (ii) as to 187,500 Shares on the first date subsequent
to May 5,
1999 on which the average Fair Market Value of the Common
Stock during
any period of 90 consecutive calendar days subsequent to the
Award Date
shall have been greater than $14.00 per share; and (iii) as
to 187,500
Shares on the first date subsequent to November 5, 2000 on
which the
average Fair Market Value of the Common Stock during any
period of 90
consecutive calendar days subsequent to the Award Date shall
have been
greater than $18.00 per share. Notwithstanding the
foregoing, any
unvested portion of the Option shall immediately vest and
become
exercisable (i) in the event a "Change of Control" (as such
term is
defined in the Employment Agreement (herein so called)
between the
Employee and the Corporation dated May 5, 1998) occurs
subsequent to
January 1, 1999; (ii) in the event that the Employee's
employment is
terminated prior to November 5, 2000 (a) by the Corporation
for any
reason other than for "Cause" (as defined in the Employment
Agreement),
or (b) by the Employee with "Good Reason" (as defined in the
Employment Agreement, but not including a termination for
"Good Reason"
as defined in Section IV-D-3(b)-(iv) thereof if the Employee
gives notice
terminating his employment prior to January 1, 1999); and
(iii) on May 5,
2005, regardless of whether a "Change of Control" has
occurred prior to
that date.
Except as provided in Section 6 below, once the Option
becomes
exercisable with respect to a portion of the Shares, the
Employee shall
have the right thereafter to purchase any of such exercisable
Shares, in
whole or in part, from time to time; and such right shall
continue until
the Option terminates or expires. The Option shall only be
exercisable
in respect of whole Shares and fractional share interests
shall be
disregarded. The Option may only be exercised as to at least
100 Shares,
unless the number purchased is the total number at the time
available
for purchase under the Option.
4. Method of Exercise of Option. The Option shall be
exercisable
by the delivery to the Secretary of the Corporation of a
written notice
stating the number of Shares to be purchased pursuant to the
Option and
accompanied by payment made in accordance with and in a form
permitted
by Section 2.2 of the 1997 Plan for the full purchase price
of the Shares
to be purchased, subject to such further limitations and
rules or
procedures as the Committee may from time to time establish
as to any
non-cash payment. Subject to the express approval of the
Committee at
the time of exercise and applicable law, the purchase price
may be paid
in full or in part by a note meeting the requirements of
Section 1.9 of
the 1997 Plan or by shares of Common Stock already owned by
the Employee;
provided, however, that any shares delivered which were
initially
acquired upon exercise of a stock option or otherwise
acquired from the
Corporation must have been owned by the Employee for at least
six months
before the date of exercise. Shares used to satisfy the
exercise price
of the Option shall be valued at their Fair Market Value on
the date of
exercise. In addition, the Employee (or the Employee's
Beneficiary or
Personal Representative) shall furnish any assurances and
representations
required pursuant to Section 6.4 of the 1997 Plan.
5. Continuance of Employment. Nothing contained herein
or in the
1997 Plan shall confer upon the Employee any right with
respect to the
continuation of employment by the Corporation or any
Subsidiary or
interfere in any way with the right of the Corporation or of
any
Subsidiary at any time to terminate such employment or to
increase or
decrease the compensation of the Employee from the rate in
existence at
any time.
6. Effect of Termination of Employment or Death; Change
in
Subsidiary Status. The Option and all other rights
hereunder, to the
extent not exercised, shall terminate and become null and
void at such
time as the Employee ceases to be employed by either the
Corporation or
any Subsidiary, provided, however, that (i) all vested
portions
of the Option shall remain exercisable for a period of three
years
following any termination of the Employee's employment other
than for
"Cause" (as defined in the Employment Agreement), and (ii) if
the
Employee should die or become permanently disabled (within
the meaning
of Code Section 22 (e)(3) or as otherwise defined by the
Committee) while
employed by the Corporation or any Subsidiary or during the
three-year
period described in clause (i) above, then the Option may be
exercised
within a period of one year after the date of such death or
disability
or, if later, at any time before the end of such three-year
period.
Notwithstanding the foregoing, the Option shall not be
exercisable under
any circumstances by anyone under this Section 6, or
otherwise, after the
Expiration Date.
If the Employee is employed by an entity which ceases to be a
Subsidiary,
such event shall be deemed for purposes of this Section 6 to
be a
termination of the Employee's employment by the Corporation
other than
for "Cause." Absence from work caused by military service or
authorized
sick leave shall not be considered as a termination of
employment for
purposes of this Section 6.
7. Adjustment; Termination of Option Upon Certain
Events. The
Option is subject to adjustment pursuant to Section 6.2 of
the 1997 Plan
and, to the extent permitted by Section 6.2(c) of the 1997
Plan, the
Committee retains the right to terminate (prior to the
Expiration Date)
the Option to the extent not previously exercised.
8. Non-Transferability of Option. The Option and any
other rights
of the Employee under this Agreement or the Plan are
nontransferable as
provided in Section 1.8 of the 1997 Plan (subject to the
limited
exceptions set forth therein).
9. Notices. Any notice to be given under the terms of
this
Agreement shall be in writing and addressed to the
Corporation at its
principal executive offices, to the attention of the
Secretary and to
the Employee at the address given beneath the Employee's
signature
hereto, or at such other address as either party may
hereafter designate
in writing to the other. Any such notice shall be deemed to
have been
duly given when personally delivered or enclosed in a
properly sealed
envelope addressed as aforesaid, registered or certified, and
deposited
(postage and registry or certification fee prepaid) in a post
office or
branch post office regularly maintained by the United States
Government.
10. Plan. The Option is not being issued under the 1997
Plan.
However, the Option and all rights of Employee under this
Agreement are
subject to, shall be administered under, and the Employee
agrees to be
bound by, all of the terms and conditions of the provisions
of the 1997
Plan (other than those restricting the maximum number of
shares which may
be the subject of the award of stock options to an individual
in any one
calendar year), which 1997 Plan is incorporated herein by
this reference,
as if it had been issued thereunder. In the event of a
conflict or
inconsistency between the terms and conditions of this
Agreement and the
1997 Plan, the terms and conditions of the 1997 Plan shall
govern. The
Employee acknowledges receipt of a copy of the 1997 Plan, and
agrees to
be bound by the terms thereof. Unless otherwise expressly
provided in
other sections of this Agreement, provisions of the 1997 Plan
that
confer discretionary authority on the Committee (or the
Board) do not
(and shall not be deemed to) create any rights in the
Employee unless
such rights are expressly set forth herein or are otherwise
in the sole
discretion of the Committee (or the Board) so conferred by
appropriate
action of the Committee (or the Board) under the 1997 Plan
after the
date hereof and evidenced in a writing authorized by the
Committee.
11. Compliance With Law. The Corporation shall use its
best efforts
to register the Shares under the Securities Act of 1933 as
soon as
reasonably possible following the date of the full and final
execution
hereof. The Option and the issuance and delivery of Shares
of Common
Stock under the Option are subject to compliance with all
applicable
federal and state laws, rules and regulations (including but
not limited
to state and federal securities law and federal margin
requirements)
and to such approvals by any listing, regulatory or
governmental
authority as may, in the opinion of counsel for the
Corporation, be
necessary or advisable in connection therewith. Any Shares
of Common
Stock delivered under the Option shall be subject to such
restrictions,
and the Employee shall, if requested by the Corporation,
provide such
assurances and representations to the Corporation as the
Corporation may
deem necessary or desirable to assure compliance with all
applicable
legal requirements.
12. Entire Agreement. This Agreement, the 1997 Plan,
the 1997 Plan
Option and the 1992 Plan Option together constitute the
entire agreement
and supersede all prior understandings and agreements,
written or oral,
of the parties hereto with respect to the grant of options to
acquire
750,000 shares of Common Stock contemplated by the Employment
Agreement.
The 1997 Plan and this Agreement may be amended pursuant to
Section 6.6
of the 1997 Plan. Such amendment must be in writing and
signed by the
Corporation. The Corporation may, however, unilaterally
waive any
provision hereof in writing to the extent such waiver does
not adversely
affect the interests of the Employee hereunder, but no such
waiver shall
operate or be construed to be a subsequent waiver of the same
provision
or a waiver of any other provision hereof.
13. Governing Law. This Agreement shall be governed by
and
construed and enforced in accordance with the laws of the
State of
Delaware without regard to conflict of law principles
thereunder.
14. Satisfaction of Requirements. The issuance by the
Corporation
of this Agreement, together with the 1997 Plan Option and the
1992 Plan
Option, constitutes complete satisfaction of the obligations
of the
Corporation under Section III (G) of the Employment
Agreement.
EXHIBIT 5
October 14, 1999
Apria Healthcare Group Inc.
3560 Hyland Avenue
Costa Mesa, California 92626
Re: Registration Statement on Form S-8 of
Apria Healthcare Group Inc. (the
"Company")
Ladies and Gentlemen:
At your request, I have examined the Registration Statement
on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the registration under the
Securities Act of 1933, as amended, of 450,000 shares of Common
Stock, $0.001 par value, of the Company (the "Common Stock"), and
rights pursuant to the Company's Rights Agreement dated February
8, 1995 with U.S. Stock Transfer Corporation, as Rights Agent
(together with the Common Stock, the "Shares"), to be issued
pursuant to the Company's Non-Qualified Stock Option Agreement
entered into with Philip L. Carter on or about June 17, 1998 (the
"Agreement"). At your request, I have examined the proceedings
heretofore taken in connection with the authorization of the
Agreement and the Shares to be issued pursuant to and in
accordance with the Agreement.
Based upon such examination and upon such matters of fact
and law as I have deemed relevant, I am of the opinion that the
Shares have been duly authorized by all necessary corporate
action on the part of the Company and, when issued in accordance
with such authorization and the provisions of the Agreement, the
Shares will be validly issued, and the Common Stock will be fully
paid and nonassessable.
I consent to the use of this opinion as an exhibit to
the Registration Statement.
Respectfully submitted,
/s/ Raoul Smyth
---------------------------
Raoul Smyth
Associate General Counsel
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration
Statement of Apria Healthcare Group Inc., on Form S-8 of our
report
dated March 29, 1999, appearing in the Company's Annual Report on
Form 10-K of Apria Healthcare Group Inc. for the year ended
December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
Costa Mesa, California
October 15, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Philip L. Carter
Non-Qualified Stock Option Agreement dated June 17, 1998 of
our report dated March 11, 1998 (except for the second paragraph
of Note 12, as to which the date is April 9, 1998), with respect
to the 1997 consolidated financial statements and schedule of Apria
Healthcare Group Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1998, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Orange County, California
October 15, 1999
