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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) November 13, 1996
Transworld Home HealthCare, Inc.
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(Exact name of Registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
1-11570 13-3098275
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(Commission File Number) (I.R.S. Employer Identification No.)
75 Terminal Avenue, Clark, New Jersey 07066
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 340-1144
11 Skyline Drive, Hawthorne, New York 10532
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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.
(a) On November 13, 1996, Transworld Home HealthCare, Inc. (the "Company")
acquired from Chase Manhattan Bank and European American Bank
(collectively the "Lenders") for a purchase price of $21,262,500, the
senior secured indebtedness (the "Loans") of Health Management, Inc.
("HMI") under the Credit Agreement (the "Credit Agreement") dated March
31, 1995 between HMI, its subsidiaries and the Lenders. In addition,
subject to the terms and conditions of an agreement between the Company
and HMI dated November 13, 1996 (the "Supplemental Agreement"), the
Company also agreed to lend to HMI from time to time, approximately
$3,000,000 for working capital purposes and to forebear from exercising
any remedies under the Credit Agreement until December 12, 1996. As of
November 13, 1996 the Company advanced to HMI for working capital
purposes, $2,119,300. The purchase price for the acquisition of the
Loans was paid through funds available under the Company's senior
secured revolving credit facility.
(b) On such date, (i) the Company and HMI also entered into a Stock
Purchase Agreement (the "Stock Purchase Agreement") pursuant to which
the Company will acquire at closing newly issued HMI common shares
representing approximately 49% of HMI's then outstanding common stock
for a purchase price of approximately $8,900,000 (less amounts advanced
pursuant to the Supplemental Agreement), (ii) HMI issued to the Company
an option whereby the Company was granted the right to acquire during
the one year period following the closing of the Stock Purchase
Agreement, newly issued shares representing up to an additional 2% of
HMI's then outstanding common stock for a purchase price of $1.00 per
share (less amounts advanced pursuant to the Supplemental Agreement and
not deducted under the Stock Purchase Agreement) and (iii) the Company
and HMI entered into an Agreement and Plan of Merger (the "Merger
Agreement") whereby HMI will be acquired by the Company at a purchase
price of $2.00 per share for each outstanding share of HMI common stock
not already owned by the Company. At the closing of the Stock Purchase
Agreement, the Company and HMI will enter into a Registration Rights
Agreement providing for the registration under the Securities Act of
1933, commencing with the earlier of June 30, 1997 or the date on which
the Merger Agreement is terminated, of the shares of HMI common stock
acquired by the Company pursuant to the Stock Purchase Agreement and
the option.
Consummation of the Stock Purchase Agreement and the Merger Agreement
is subject to various conditions, including receipt of financing by the
Company sufficient to complete the stock purchase and
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merger and approval of the required lenders under its senior secured
revolving credit facility, receipt of certain regulatory approvals,
delivery by HMI of additional disclosure material and the Company's
satisfaction therewith and, in the case of the Merger Agreement,
approval by HMI's stockholders.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
1. Purchase and Sale Agreement dated as of November 12,
1996 between the Company and European American Bank
(incorporated herein by reference to Exhibit 7 to the
Schedule 13D filed by the Company, Hyperion Partners
II L.P., Hyperion Ventures II L.P., Hyperion Funding
II Corp., Lewis S. Ranieri and Scott A. Shay on or
about November 22, 1996).
2. Purchase and Sale Agreement dated of November 12,
1996 between the Company and the Chase Manhattan Bank
(incorporated herein by reference to Exhibit 6 to the
Schedule 13D filed by the Company, Hyperion Partners
II L.P., Hyperion Ventures II L.P., Hyperion Funding
II Corp., Lewis S. Ranieri and Scott A. Shay on or
about November 22, 1996).
3. First Amendment to Credit Agreement and to Pledge
Agreement dated as of November 13, 1996, between the
Company and Bankers Trust Company (incorporated
herein by reference to Exhibit 3 to the Schedule 13D
filed by the Company, Hyperion Partners II L.P.,
Hyperion Ventures II L.P., Hyperion Funding II Corp.,
Lewis S. Ranieri and Scott A. Shay on or about
November 22, 1996).
4. Agreement dated as of November 13, 1996 between the
Company, HMI, Home Care Management, Inc., HMI
Illinois, Inc., HMI Pennsylvania, Inc., Health
Reimbursement Corporation, HMI Retail Corp., Inc.,
HMI PMA, Inc. and HMI Maryland, Inc. (incorporated
herein by reference to Exhibit 8 to the Schedule 13D
filed by the Company, Hyperion Partners II L.P.,
Hyperion Ventures II L.P., Hyperion Funding II Corp.,
Lewis S. Ranieri and Scott A. Shay on or about
November 22, 1996).
5. Agreement and Plan of Merger dated as of November 13,
1996 among the Company, IMH Acquisition Corp. and HMI
(incorporated herein by reference to Exhibit 4 to the
Schedule
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13D filed by the Company, Hyperion Partners II L.P.,
Hyperion Ventures II L.P., Hyperion Funding II Corp.,
Lewis S. Ranieri and Scott A. Shay on or about
November 22, 1996).
6. Stock Purchase Agreement dated as of November 13,
1996 between HMI and the Company (incorporated herein
by reference to Exhibit 5 to the Schedule 13D filed
by the Company, Hyperion Partners II L.P., Hyperion
Ventures II L.P., Hyperion Funding II Corp., Lewis S.
Ranieri and Scott A. Shay on or about November 22,
1996).
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SIGNATURES
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 hereunto duly authorized.
Transworld Home HealthCare, Inc.
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(Registrant)
Date: November 26, 1996 By: /s/ Wayne A. Palladino
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Wayne A. Palladino
Senior Vice President and
Chief Financial Officer
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