UNITED STATES
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 (Date of earliest event reported) June 17, 1996
THE MULTICARE COMPANIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 34-22090 22-3152527
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
411 HACKENSACK AVENUE, HACKENSACK, NJ 07601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 488-8818
Page 1 of 7 pages
Exhibit Index is on page 4
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Item 5. OTHER EVENTS
On June 18, 1996, the Registrant announced in a press release that
it had signed a definitive agreement to acquire the A<circle>D<circle>S Group.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements (to be filed by Amendment):
Not Applicable
(b) Pro Forma Financial Information (to be filed by Amendment):
Not Applicable
(c) EXHIBITS
Exhibit 99.8 Press Release dated June 18, 1996
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SIGNATURES
Pursuant to the requirements of the Securities Exchange of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: June 28, 1996 THE MULTICARE COMPANIES, INC.
By: /s/ Stephen R. Baker
Name: Stephen R. Baker
Title:Executive Vice President and
Chief Operating Officer
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EXHIBIT INDEX
PAGE
Exhibit 99.8 Press Release dated June 18, 19965 5
EXHIBIT 99.8
FOR IMMEDIATE RELEASE
June 18, 1996; 7:00 am EST
Contact: Stephen R. Baker
Executive Vice President, Chief Operating Officer
(201) 488-8818
Melody A. Carey
Director, Investor Relations
(201) 535-5985
MULTICARE TO ACQUIRE A D S
- -Company is the Largest Provider of Long-Term Care in Massachusetts-
HACKENSACK, NJ, June 18, 1996 -- The Multicare Companies, Inc.
(NYSE: MUL) announced today that it has signed a definitive agreement to
acquire The A D S Group, a privately-held long-term care
company headquartered in Newton, Massachusetts. Alan D. Solomont,
founder and chairman of A D S (and a member of Multicare's
board of directors) will join Multicare as its vice chairman and Susan S.
Bailis, currently president, chief operating officer and a principal of
A D S, will joint Multicare as a senior vice president as
well as president of the new A D S/Multicare subsidiary.
A D S owns, operates or manages 23 long-term care
facilities and provides consulting services to an additional 14
facilities, totaling approximately 4,700 beds. A D S also
manages 21 hospital-based subacute units with approximately 530 beds,
almost all of which are located in Massachusetts. Additionally,
A D S manages five, and is constructing three additional
assisted living facilities, which are expected to be completed by the end
of 1996, totaling 826 beds, all of which are located in Massachusetts.
Under the terms of the agreement, Multicare will pay approximately $62.6
million, assume or repay approximately $27.0 million in debt and issue
531,507 shares of its common stock for A D S. The closing will occur upon
the receipt of all required regulatory consents and licenses,
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the approval of A D S' shareholders, the satisfactory completion of
Multicare's due diligence and the receipt of consent of Multicare's lender.
The transaction is expected to be completed during the fourth quarter of
1996.
"The A D S acquisition is a good strategic fit
for Multicare presenting us with many exciting growth opportunities,"
said Daniel E. Straus, president and co-chief executive officer of
Multicare. "This acquisition firmly positions Multicare in the state of
Massachusetts, expanding our presence in the east coast market as a cost
effective provider of quality long-term care services. In addition to
being consistent with the Company's clustering and geographic strategies,
this acquisition enhances and complements our capabilities in the areas
of assisted living and subacute care."
"We are also extremely pleased to have Alan and Susan join our
senior management team," stated Mr. Straus. "Alan is a former president
of the Massachusetts Federation of Nursing Homes and Susan is a member of
the National Payment Assessment Commission. I am confident that
Multicare will benefit from their expertise in the long-term care
industry."
"We are pleased to align ourselves with a premium provider in
the long-term care market," said Alan D. Solomont, A D S'
founder and chairman. "Together, our relationships with hospitals and
assisted living facilities will enable us to pursue additional
opportunities. Furthermore, this partnership expands our capabilities in
managing subacute care for hospitals as well as skilled nursing
facilities."
Multicare, founded in 1984, is a leading provider of high
quality long-term care and specialty medical services. Upon completion
of the A D S acquisition, Multicare will own, lease or
manage over 150 long-term care facilities with more than 17,000 beds in
11 states. Multicare also owns and operates a number of ancillary health
care businesses, including a significant institutional pharmacy business. The
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Company's long-term care services included skilled nursing care,
subacute care, assisted living, home health care and related support
activities traditionally provided in long-term care facilities.
Certain of the matters discussed in this press release contain
forward-looking statements that involve risk and uncertainties. Although
Multicare believes that the assumptions accompanying such forward-looking
statements are reasonable, it cannot give any assurance that expected
results will occur. A significant variation between actual results and
any of such assumptions may cause actual results to differ materially
from expectations. Reference should be made to Multicare's Form 10-K for
the year ended December 31, 1995 for more specific information concerning
such risks and assumptions.
