<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1997
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from to
Commission File number: 1-11570
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below: Transworld Healthcare, Inc. 401(k) Profit
Sharing Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: Transworld Healthcare, Inc.
555 Madison Avenue
New York, New York 10022
<PAGE>
REQUIRED INFORMATION
The following financial statements for the Transworld Healthcare, Inc.
401(k) Profit Sharing Plan (the "Plan") are located beginning on page F-i of
this Annual Report on Form 11-K:
1. The Plan's Audited Statements of Net Assets Available for
Plan Benefits with Fund Information at December 31, 1997 and
1996
2. The Plan's Audited Statement of Changes in Net Assets
Available for Plan Benefits with Fund Information for the
Year Ended December 31, 1997.
EXHIBITS
The exhibits listed below are filed as part of this Annual Report on
Form 11-K:
Exhibit Number Title
23.1* Consent of Coopers and Lybrand L.L.P, independent accountants
of the Plan.
- ------------------
*Filed herewith.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
TRANSWORLD HEALTHCARE, INC.
401(k) PROFIT SHARING PLAN
Dated: May 4, 1998 /s/ WAYNE A. PALLADINO
-----------------------
Wayne A. Palladino, Trustee
/s/ GREGORY E. MARSELLA
----------------------------
Gregory E. Marsella, Trustee
-3-
<PAGE>
TRANSWORLD HEALTHCARE, INC.
401(K) PROFIT SHARING PLAN
INDEX
PAGE
Report of Independent Accountants 1-2
Financial Statements:
Statements of Net Assets Available for Plan Benefits
with Fund Information at December 31, 1997 and 1996 3
Statement of Changes in Net Assets Available for
Plan Benefits with Fund Information for the Year
Ended December 31, 1997 4
Notes to the Financial Statements 5-11
Supplemental Schedules:
Item 27a-Schedule of Assets Held for Investment
Purposes at December 31, 1997 12
Item 27d-Schedule of Reportable Transactions
for the Year Ended December 31, 1997 13
F-i
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees of the
Transworld HealthCare, Inc.
401(k) Profit Sharing Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Transworld HealthCare, Inc. 401(k) Profit Sharing Plan (the
"Plan") as of December 31, 1997 and 1996, and the related statement of changes
in net assets available for plan benefits for the year ended December 31, 1997.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997 and 1996 and the changes in net assets available for plan
benefits for the year ended December 31, 1997, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The Fund Information in
the statement of net assets available for Plan benefits and the statement of
changes in net assets available for Plan benefits are presented for purposes of
additional analysis rather than to present the net assets available for Plan
benefits and changes in net assets available for Plan benefits of each fund.
The supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
F-1
<PAGE>
The supplemental schedule of assets held for investment purposes that
accompanies the Plan's financial statements does not disclose the historical
cost of certain Plan assets held by the Plan's custodian. Disclosure of this
information is required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974.
New York, New York
April 7, 1998
F-2
<PAGE>
TRANSWORLD HEALTHCARE, INC.
401(K) PROFIT SHARING PLAN
Statements of Net Assets Available for Plan Benefits with Fund Information
at December 31, 1997 and 1996.
<TABLE>
<CAPTION>
1997
------------------------------------------------------------------------------------
GROWTH
AND AGGRESSIVE CURRENT COMMON STOCK MONEY
INCOME GROWTH GROWTH INCOME OF TRANSWORLD MARKET PARTICIPANT
FUND FUND FUND FUND HEALTHCARE, INC FUND NOTES TOTAL
-------- ---------- --------- --------- -------------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Mutual funds $75,754 $223,214 $180,718 $21,190 $500,876
Common stock of
Transworld HealthCare, Inc. $36,694 36,694
Money market $25,484 25,484
-------- ---------- --------- --------- -------------- -------- ---------- ---------
Total investments 75,754 223,214 180,718 21,190 36,694 25,484 563,054
-------- ---------- --------- --------- -------------- -------- ---------- ---------
Receivables:
Employer contribution 26,883 26,883
Participants'
contributions 1,125 3,663 2,541 386 7,715
-------- ---------- --------- --------- -------------- --------- --------- ---------
Total receivables 1,125 3,663 2,541 386 26,883 34,598
-------- ---------- --------- --------- -------------- --------- --------- ---------
Participant notes receivable $52,494 52,494
Transfers 3,873 7,050 8,306 (1,550) (509) (17,170)
-------- ---------- --------- --------- --------------- --------- -------- ---------
Net assets available
for Plan benefits $80,752 $233,927 $191,565 $20,026 $63,068 $8,314 $52,494 $650,146
======== ========== ========= ========= =============== ========= ======== =========
1996
------------------------------------------------------------------------------------
GROWTH
AND AGGRESSIVE CURRENT COMMON STOCK MONEY
INCOME GROWTH GROWTH INCOME OF TRANSWORLD MARKET PARTICIPANT
FUND FUND FUND FUND HEALTHCARE, INC. FUND NOTES TOTAL
-------- ---------- --------- --------- -------------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Mutual funds $146,172 $248,676 $258,502 $75,721 $729,071
Common stock of
Transworld HealthCare, Inc. $29,439 29,439
Money market $29,098 29,098
-------- ---------- --------- --------- -------------- -------- ---------- ---------
Total investments 146,172 248,676 258,502 75,721 29,439 29,098 787,608
-------- ---------- --------- --------- -------------- -------- ---------- ---------
Receivables:
Employer contribution 53,783 53,783
Participants'
contributions 1,757 4,044 3,362 117 373 195 9,848
-------- ---------- --------- --------- -------------- -------- ---------- ---------
Total receivables 1,757 4,044 3,362 117 54,156 195 63,631
-------- ---------- --------- --------- -------------- -------- ---------- ---------
Participant notes receivable $8,808 8,808
Transfers 2,966 2,854 3,788 323 (1,743) (8,188)
-------- ---------- --------- --------- -------------- -------- ---------- ---------
Net assets available
for Plan benefits $150,895 $255,574 $265,652 $76,161 $81,852 $21,105 $8,808 $860,047
======== ========== ========= ========= ============== ======== ========== =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-3
<PAGE>
TRANSWORLD HEALTHCARE, INC.
401(K) PROFIT SHARING PLAN
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information for the Year Ended December 31, 1997
<TABLE>
<CAPTION>
1997
-----------------------------------------------------------------------------------------------
GROWTH
AND AGGRESSIVE CURRENT COMMON STOCK MONEY
INCOME GROWTH GROWTH INCOME OF TRANSWORLD MARKET PARTICIPANT
FUND FUND FUND FUND HEALTHCARE, INC. FUND NOTES TOTAL
---------- ------------ --------- --------- ---------------- ------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO:
Contributions:
Participants $49,054 $142,748 $115,752 $12,766 $13,515 $6,020 $339,855
Employer, net 26,883 26,883
Dividend and interest
income 9,884 11,839 4,198 2,006 $2,119 30,046
Net appreciation
(depreciation) in
fair value of
investments 30,572 37,826 38,503 363 (22,666) 84,598
----------- ------------ -------- ---------- ------------- ------- ---------- -----------
Total additions 89,510 180,574 166,094 17,327 17,732 8,026 2,119 481,382
----------- ------------ -------- ---------- ------------- ------- ---------- -----------
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO:
Benefits paid to
participants (152,188) (192,252) (230,702) (63,293) (35,319) (17,529) (691,283)
------------ ----------- --------- --------- ------------- ------- ---------- -----------
Total deductions (152,188) (192,252) (230,702) (63,293) (35,319) (17,529) (691,283)
------------ ----------- --------- --------- ------------- ------- ---------- -----------
Net (decrease) increase
prior to interfund
transfers (62,678) (11,678) (64,608) (45,966) (17,587) (9,503) 2,119 (209,901)
Interfund transfers
(7,465) (9,969) (9,479) (10,169) (1,197) (3,288) 41,567
------------ ----------- --------- --------- ------------- ------- ---------- -----------
Net (decrease) increase
in net assets available
for plan benefits (70,143) (21,647) (74,087) (56,135) (18,784) (12,791) 43,686 (209,901)
Net assets available for
plan benefits
beginning of year 150,895 255,574 265,652 76,161 81,852 21,105 8,808 860,047
------------ ----------- --------- --------- ------------- ------- ---------- -----------
Net assets available for
plan benefits
end of year $80,752 $233,927 $191,565 $20,026 $63,068 $8,314 $52,494 $650,146
============ =========== ========= ========= ============= ======= =========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-4
<PAGE>
TRANSWORLD HEALTHCARE, INC.
401(K) PROFIT SHARING PLAN
NOTES TO THE FINANCIAL STATEMENTS
1. PLAN DESCRIPTION:
GENERAL
The Transworld HealthCare, Inc. 401(k) Profit Sharing Plan (the
"Plan") is a defined contribution plan covering all employees of
Transworld HealthCare, Inc. (the "Company") with more than one year
of service of at least 1,000 hours and who have attained the age of
21. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
CONTRIBUTIONS
The Plan operates as a Salary Reduction Plan. Each participant may
enter into an agreement with the Company under which the Company will
reduce the participant's salary by an agreed amount and contribute
that amount to the Salary Reduction Plan. A participant may elect to
contribute, in any plan year, from 1% to 15% of their compensation,
not to exceed the maximum dollar amount allowable in any calendar
year. The maximum allowable amount for 1997 was $9,500.
The Company may make an additional matching contribution at its
discretion. The Company's matching contribution is currently in the
form of Transworld HealthCare, Inc. common stock. A participant must
be employed on the last day of the plan year to be eligible to receive
a matching contribution for that year.
VESTING
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's contribution portion of
their accounts plus actual earnings thereon is based on years of
continuous service. A participant is 100 percent vested after seven
years of credited service. Forfeited nonvested accounts are used to
reduce future employer contributions.
INVESTMENT OPTIONS
Upon enrollment in the Plan, each participant may direct employee
contributions in 5% increments in any of six investment options.
F-5
<PAGE>
TRANSWORLD HEALTHCARE, INC.
401(K) PROFIT SHARING PLAN
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
1. PLAN DESCRIPTION (CONTINUED):
GROWTH AND INCOME FUND - Funds are invested primarily in stocks of
large-cap companies with a history of stable and improving earnings
and generally increasing dividend payments.
AGGRESSIVE GROWTH FUND - Funds are invested in aggressive capital
growth companies that have demonstrated superior earnings growth.
GROWTH FUND - Funds are invested primarily in stocks of companies that
are undervalued relative to the stock market as a whole.
CURRENT INCOME FUND - Funds are invested to provide high monthly
income, while maintaining relative stability of principal by investing
only in U.S. treasuries with maturities of three years or less.
COMMON STOCK OF TRANSWORLD HEALTHCARE, INC. - Funds are invested in
the common stock of Transworld HealthCare, Inc., which is publicly
traded on the NASDAQ market.
MONEY MARKET FUND - Funds are invested in money market accounts where
they can remain or be transferred out to purchase investments in the
above mentioned funds and/or common stock.
At the beginning of each quarter, each participant may, upon written
request, transfer a balance or change investment elections.
PARTICIPANT NOTES RECEIVABLE
Each participant may borrow money from their fund accounts from a
minimum of $1,000 up to a maximum equal to the lesser of $50,000
reduced by the participant's highest outstanding loan balance during
the twelve month period ending the day before the date of the loan, or
50% of the participant's vested interest in the Plan. Loans bear
interest at a rate commensurate with local prevailing rates. Loan
principal and interest may not extend beyond five years except in the
case of purchasing a primary residence, which can extend to a maximum
of thirty years. Loans must be amortized in substantially level
payments with payment to be made not less frequently than quarterly.
F-6
<PAGE>
TRANSWORLD HEALTHCARE, INC.
401(K) PROFIT SHARING PLAN
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
1. PLAN DESCRIPTION (CONTINUED):
PAYMENT OF BENEFITS
Upon termination of service due to death, disability, termination or
retirement, a participant may elect to receive the payment of benefits
in three different methods. A participant may receive a lump sum
amount equal to the value of the participant's vested interest in
his/her account. A participant may receive a partial distribution or
periodic payment that may not extend beyond his/her life expectancy
or, if the participant is married, the joint life expectancy of the
participant and spouse. Finally, a participant may receive
substantially equal installments spread over not more than the
participants life expectancy or, if named, the joint life expectancy
of the participant or spouse. In no event shall any benefit be paid in
the form of an annuity.
FORFEITED ACCOUNTS
As of December 31, 1997, forfeited nonvested accounts totaled $5,273.
These accounts will be used to reduce future employer contributions.
The aforementioned description of the Plan is provided for general
informational purposes only. Plan participants should refer to the
Plan document for further detailed Plan information.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF ACCOUNTING
The financial statements of the Plan have been prepared on the accrual
basis of accounting.
INVESTMENT VALUATION
Investments are held by Salomon Smith Barney, the Custodian of the
Plan. Investments in common stock traded on a national securities
exchange are valued at the last reported sales price on the last
business day of the fiscal year. Investments in mutual funds are
valued at quoted market prices which represent the net asset value of
shares held by the Plan on the last business day of the fiscal year.
F-7
<PAGE>
TRANSWORLD HEALTHCARE, INC.
401(K) PROFIT SHARING PLAN
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
Purchases and sales of investments are recorded on the trade date of
the transactions. Dividend income is recorded on the ex-dividend date
and reinvested into the respective fund. Income from other investments
is recorded as earned on the accrual basis. The average cost basis is
used in determining gain or loss on Plan investments sold.
The Plan presents in the statement of changes in net assets available
for plan benefits, the net appreciation or depreciation in the fair
value of its investments which consists of the realized gains or
losses and the unrealized appreciation or depreciation on those
investments.
BENEFIT PAYMENTS
Benefits are recorded when paid.
INCOME ALLOCATION
Plan earnings are distributed periodically to participants' individual
accounts based upon their relative average balances.
ADMINISTRATIVE EXPENSES
All expenses associated with Plan administration are paid by the
Company. During 1997 administrative expenses incurred by the Company
on behalf of the Plan amounted to $15,368.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make significant
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could
differ from those estimates.
F-8
<PAGE>
TRANSWORLD HEALTHCARE, INC.
401(K) PROFIT SHARING PLAN
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
RISKS AND UNCERTAINTIES
The plan provides for various investment fund options which may invest
in any combination of stocks, fixed income securities, mutual funds,
and other investment securities. Investment securities are exposed to
various risks, such as interest rate, market and credit. Due to the
level of risk associated with certain investment securities and the
level of uncertainty related to changes in the value of investment
securities, it is at least reasonably possible that changes in risks
in the near term would materially affect participants' account
balances and the amounts reported in the statement of net assets
available for plan benefits and the statement of changes in net assets
available for plan benefits.
3. INVESTMENTS:
Investments at fair value held by fund type are summarized as follows
at December 31, 1997:
<TABLE>
<CAPTION>
GROWTH
AND AGGRESSIVE CURRENT COMMON STOCK MONEY
INCOME GROWTH GROWTH INCOME OF TRANSWORLD MARKET
FUND FUND FUND FUND HEALTHCARE, INC. FUND TOTAL
--------- ---------- --------- -------- -------------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
AIM Charter Fund $75,754 * $75,754
AIM Constellation Fund $223,214 * 223,214
AIM International Equity Fund $55,376 * 55,376
AIM Value Fund 125,342 * 125,342
AIM Limited Maturity
Treasury Shares $21,190 21,190
Common Stock of
Transworld HealthCare, Inc. $36,694 * 36,694
Salomon Smith Barney
Money Funds $25,484 25,484
========= ========== ========= ======== ============== ======== ========
$75,754 $223,214 $180,718 $21,190 $36,694 $25,484 $563,054
========= ========== ========= ======== ============== ======== ========
</TABLE>
- ----------
* The fair value of individual investments that represent 5% or more of net
assets available for Plan benefits.
Investments at fair value held by fund type are summarized as follows
at December 31, 1996:
<TABLE>
<CAPTION>
GROWTH
AND AGGRESSIVE CURRENT COMMON STOCK MONEY
INCOME GROWTH GROWTH INCOME OF TRANSWORLD MARKET
FUND FUND FUND FUND HEALTHCARE, INC. FUND TOTAL
--------- ---------- --------- -------- -------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
AIM Charter Fund $146,172 * $146,172
AIM Constellation Fund $248,676 * 248,676
AIM International Equity
Fund $84,028 * 84,028
AIM Value Fund 174,474 * 174,474
AIM Limited Maturity
Treasury Shares $75,721 * 75,721
Common Stock of
Transworld HealthCare, Inc. $29,439 29,439
Salomon Smith Barney
Money Funds $29,098 29,098
--------- ---------- --------- -------- -------------- -------- ---------
$146,172 $248,676 $258,502 $75,721 $29,439 $29,098 $787,608
========= ========== ========= ======== ============== ======== =========
</TABLE>
- ----------
* The fair value of individual investments that represent 5% or more of net
assets available for Plan benefits.
F-9
<PAGE>
TRANSWORLD HEALTHCARE, INC.
401(K) PROFIT SHARING PLAN
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
4. RELATED PARTY TRANSACTIONS:
Certain Plan investments are shares of money market funds managed by
Salomon Smith Barney. Salomon Smith Barney is the custodian and
investment manager as defined by the Plan and, therefore, these
transactions qualify as party-in-interest.
During 1997, the Company contributed 6,304 shares of common stock
(representing a contribution dollar amount of $53,783) to the Plan
to fund the employer match.
5. TAX STATUS:
The Plan is qualified under Section 401(a) of the Internal Revenue
Code, and, accordingly, the Plan is exempt from income taxes.
The Plan obtained its latest determination letter dated January 2,
1997 in which the Internal Revenue Service stated that the Plan, as
then designed, was in compliance with the applicable requirements of
the Internal Revenue Code.
6. TERMINATION PRIORITIES:
Although it has not expressed any interest to do so, the Company has
the right under the Plan to discontinue its contributions at any time
and to terminate the Plan subject to the provisions of ERISA. In the
event the Plan is terminated, participants will become 100 percent
vested in their accounts.
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
The following is a reconciliation of net assets available for plan
benefits per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
1997 1996
-------------- ---------------
<S> <C> <C>
Net assets available for plan benefits
per the financial statements $650,146 $860,047
Amounts allocated to withdrawing participants (46,669) (35)
Net assets available for plan benefits
============== ===============
per the Form 5500 $603,477 $860,012
============== ===============
</TABLE>
F-10
<PAGE>
TRANSWORLD HEALTHCARE, INC.
401(K) PROFIT SHARING PLAN
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500(CONTINUED):
The following as a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
1997
---------------
Benefits paid to participants per the
financial statements $691,283
Add: Amounts allocated to withdrawing
participants at December 31, 1997 46,669
Less: Amounts allocated to withdrawing
participants at December 31, 1996 (35)
===============
Benefits paid to participants per the Form 5500 $737,917
===============
F-11
<PAGE>
TRANSWORLD HEALTHCARE, INC.
401(K) PROFIT SHARING PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT
DECEMBER 31, 1997
<TABLE>
<CAPTION>
FACE VALUE/
# SHARES FAIR
UNITS COST VALUE
- --------------------- ------------ -----------
<S> <C> <C>
MUTUAL FUNDS
- ------------
6,153.897 * AIM Charter Fund $ 75,754
8,461.480 * AIM Constellation Fund 223,214
3,315.911 * AIM International Equity Fund 55,376
3,866.184 * AIM Value Fund 125,342
2,104.278 * AIM Limited Maturity Treasury Shares 21,190
-----------
TOTAL MUTUAL FUNDS 500,876
-----------
COMMON STOCKS
- -------------
5,242 * Transworld HealthCare, Inc. 36,694
-----------
TOTAL COMMON STOCKS 36,694
-----------
MONEY MARKET FUNDS
- ------------------
25,484 * Salomon Smith Barney Money Funds, Inc. CLA $ 25,484 25,484
------------ -----------
TOTAL MONEY FUNDS 25,484 25,484
------------ -----------
PARTICIPANT NOTES RECEIVABLE
- ----------------------------
Participant Notes Receivable 52,494 52,494
------------ -----------
TOTAL PARTICIPANT NOTES RECEIVABLE 52,494 52,494
------------ -----------
TOTAL INVESTMENTS $ 615,548
===========
</TABLE>
- -------------
*-Party-in-interest
The Custodian is not able to provide the Plan with historical cost information
pertaining to certain Plan investments. As a result, the supplemental schedule
of assets held for investment purposes excludes the historical cost of the
Plan's investments.
F-12
<PAGE>
TRANSWORLD HEALTHCARE, INC.
401(K) PROFIT SHARING PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Expense Current value
Indentity incurred of asset on
of party Purchase Selling Lease with Cost of transaction Net
involved Description of asset price price rental transaction asset date gain
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
* AIM Value Fund
Purchases $ 93,782 $ -- $ -- $ -- $ 93,782 $ 93,782 $ --
Sales -- 162,162 -- -- 132,561 162,162 29,601
* AIM Charter Fund
Purchases 69,728 -- -- -- 69,728 69,728 --
Sales -- 170,016 -- -- 138,693 170,016 31,323
* AIM Constellation Fund
Purchases 172,527 -- -- -- 172,527 172,527 --
Sales -- 213,487 -- -- 186,648 213,487 26,839
* AIM Limited Maturity
Fund Purchases -- -- -- -- -- -- --
Sales -- 73,811 -- -- 73,352 73,811 459
* AIM International Equity Fund
Purchases 54,512 -- -- -- 54,512 54,512 --
Sales -- 85,478 -- -- 76,897 85,478 8,581
* Transworld HealthCare, Inc.
Common Stock Fund
Purchases 65,090 -- -- -- 65,090 65,090 --
Sales -- -- -- -- -- -- --
</TABLE>
- -------------------
*-Party-in-interest
F-13
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Transworld Healthcare Inc. 401(k) Profit Sharing Plan on
Form S-8 (File No. 333-49385) of our report dated April 7, 1998, on our audits
of the financial statements and supplemental schedules of Transworld
Healthcare Inc. 401(k) Profit Sharing Plan as of December 31, 1997 and
1996 and for the year ended December 31, 1997, which report is included
in this Form 11-K.
COOPERS & LYBRAND L.L.P.
New York, New York
May 4, 1998
