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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) August 14, 1997
Transworld 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.)
555 Madison Avenue, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 750-0064
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
Transworld HealthCare, Inc. ("Transworld") announced on August 14, 1997
that it has entered into an agreement in principle with Counsel
Corporation relating to the sale of all of the businesses and
operations of Health Management, Inc. ("HMI"). The agreement calls for
the purchase of the assets of HMI by Counsel Corporation for
approximately $40 million. The closing of the transaction is subject to
the execution of a mutually acceptable acquisition agreement providing
for, among other things, the purchase of HMI by Transworld, or
alternatively, Counsel Corporation entering into an agreement directly
with HMI. The transaction is also subject to customary conditions,
including completion of due diligence by Counsel Corporation, state and
regulatory approvals, and approval of Transworld's senior lenders.
During the third quarter of fiscal 1997, Transworld anticipates taking
a pre-tax, non-cash charge of approximately $20 million. The sale of
HMI is anticipated to generate cash proceeds to Transworld at closing
in excess of $25 million.
Certain statements contained herein are forward-looking statements that
have been made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements
involve known and unknown risks and uncertainties which may cause the
actual results in the future periods or plans for future periods to
differ materially from those described herein as anticipated, believed
or estimated.
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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 HealthCare, Inc.
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(Registrant)
Date: August 18, 1997 By: /s/ Wayne A. Palladino
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Wayne A. Palladino
Senior Vice President and
Chief Financial Officer
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