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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date Of Earliest Event Reported) April 6, 2000
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 2. Acquisition or Disposition of Assets.
On April 6, 2000 Transworld Healthcare (UK) Limited ("Transworld UK"),
a subsidiary of Transworld Healthcare, Inc. ("Transworld") acquired
all of the issued and outstanding shares of Nightingale Nursing Bureau
Limited ("Nightingale") pursuant to an agreement for sale and purchase
(the "Agreement") dated April 6, 2000 between Transworld UK and the
selling shareholders named in the Agreement for a purchase price of
(pound)9,651,000 (approximately $15,442,000), plus an additional sum
of up to (pound)3,500,000 (approximately $5,600,000) in deferred
consideration dependent upon 2000 and 2001 Pre-Tax Profits (as defined
in the Agreement). (pound)8,601,000 (approximately $13,762,000) of the
purchase price for the acquisition was paid using cash on hand and
funds borrowed under Transworld UK's existing senior secured credit
facilities with the remaining (pound)1,050,000 (approximately
$1,680,000) of consideration being paid in 1,050,000 shares of 5 pence
par value class A1 common shares of Transworld UK. The purchase price
of the acquisition is being allocated on the basis of the fair value
of the net assets acquired (approximately $2,025,000) with the
remaining portion attributable to intangible assets. The Company is
still evaluating the allocation of these intangibles.
Nightingale is a London based provider of registered nursing and care
staff to NHS Trust Hospitals and the independent sector. It has an
additional branch in Sydney, Australia.
The founder and principal owner of Nightingale, has joined the board
of Transworld UK. In addition, another shareholder of Nightingale will
be remaining with Nightingale to take over the position of Managing
Director.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
99.1* Share Sale and Purchase Agreement of Nightingale Nursing Bureau
Limited between Transworld Healthcare (UK) Limited and W-A Thompson, D
T Thompson and others dated April 6, 2000.
*Filed as an exhibit to the Company's Current Report on Form 8-K
dated April 6, 2000.
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 unknown risks and uncertainties which may cause
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 thereunto duly authorized.
Dated: April 20, 2000
TRANSWORLD HEALTHCARE, INC.
By: /s/ Wayne A. Palladino
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Wayne A. Palladino
Senior Vice President and Chief Financial
Officer (Principal Financial Officer and
Duly Authorized to Sign on Behalf of
Registrant)
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