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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) June 24, 1997
Transworld HealthCare, Inc.
(Exact name of Registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
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1-11570 13-3098275
(Commission File Number) (I.R.S. Employer Identification No.)
555 Madison Avenue, New York, New York 10022
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (212) 750-0064
75 Terminal Avenue, Clark, New Jersey 07066
(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Transworld HealthCare, Inc. ("Transworld") announced on June 24, 1997
that with respect to its offer to purchase Omnicare plc ("Omnicare") by
its UK subsidiary, Transworld Healthcare (UK) Limited ("Transworld
UK"), it has received valid acceptances from Omnicare shareholders for
9,340,083 ordinary Omnicare shares. Those shares together with the
1,765,000 Omnicare shares already owned by Transworld UK, represent
approximately 93% of the current outstanding share capital of Omnicare.
The purchase price is 167 pence for each ordinary share. Transworld
also noted that the offer to purchase the balance of the outstanding
shares will remain open for acceptance until further notice and that
the offer was declared unconditional as to acceptance, with all other
conditions having been fulfilled or waived. The offer is not being
made, directly or indirectly, in or into the United States. The
purchase price for the acquisition of the Omnicare shares will be paid
from working capital.
Omnicare provides respiratory equipment and services to home care
patients in the United Kingdom under the terms of contracts and
licenses with various United Kingdom National Health Service agencies.
Omnicare also dispenses a range of medical and surgical products,
principally stoma products, to patients at home, as well as providing
those patients with advisory and other services through its network of
regional care centers.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired
The required financial statements are not included in this filing.
Transworld will file such required statements within the time period
required by the rules and regulations of the Securities and Exchange
Commission.
(b) Pro Forma Financial Information.
The required pro forma financials are not included in this filing.
Transworld will file such required pro forma statements within the
time period required by the rules and regulations of the Securities
and Exchange Commission.
(c) Exhibits.
Recommended Cash Offer by Henry Cooke Corporate Finance Ltd. on
behalf of Transworld Healthcare (UK) Limited, a subsidiary of
Transworld HealthCare, Inc. for Omnicare plc will be filed by
amendment.
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.
(Registrant)
Date: June 27, 1997 By: /s/ Wayne A. Palladino
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Wayne A. Palladino
Senior Vice President and
Chief Financial Officer
