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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported): January 30, 1997
SUN HEALTHCARE GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1-12040 85-0410612
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State or other jurisdiction Commission IRS Employer
of incorporation File Number Identification No.
101 Sun Lane, N.E.
Albuquerque, New Mexico 87109
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(Address of Principal Executive Offices)
Registrant's Telephone Number,
Including Area Code: (505) 821-3355
This Current Report on Form 8-K consists of 3 pages.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 4, 1996, Sun Healthcare Group, Inc.'s ("Sun") indirect
wholly-owned subsidiary, Exceler Health Care Group PLC ("Exceler"), announced
its intention to make a cash offer (the "Offer") to purchase all of the
outstanding ordinary shares (other than shares already owned by wholly-owned
subsidiaries of Sun) of Ashbourne PLC ("Ashbourne"), an operator of nursing
homes in the United Kingdom, for a purchase price of 177 pence per share. As at
January 31, 1997, Ashbourne owned or managed 49 homes with 3,613 registered beds
situated across the U.K.
On January 30, 1997, the Offer became wholly unconditional, thereby
committing Exceler to purchase all Ashbourne shares validly tendered pursuant
to the Offer. As of such date, 37,430,978 shares of Ashbourne, or
approximately 69.8% of the ordinary shares outstanding, had been tendered.
Earlier, a wholly-owned subsidiary of Sun had purchased 15,650,336 shares, or
approximately 29.2%, of Ashbourne's outstanding ordinary shares.
This level of acceptance allows Exceler to begin the process of
completing the compulsory acquisition of the remaining Ashbourne shares under
Sections 428 to 430E of the U.K. Companies Act 1985, which is expected to be
completed during the second quarter of 1997.
The aggregate cost of acquiring the Ashbourne shares will be approximately
90 million Pounds Sterling ($145 million as of January 30, 1997), excluding
acquisition expenses and the costs of purchasing Ashbourne management options.
The foregoing acquisition will be funded primarily by borrowings under Sun's
revolving line of credit with NationsBank of Texas, N.A., as administrative
lender.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
As of the date of this Report, it is impracticable to provide the audited
financial information for the acquisition described above as required by the
rules and regulations of the Securities and Exchange Commission. If required
to file any such audited financial information, such audited financial
information will be filed as an amendment to this Report as soon as
practicable, but not later than sixty days after this Report must be filed.
However, Sun believes that such audited financial statements will not be
required upon the filing of Sun's Annual Report on Form 10-K for the year
ended December 31, 1996 (the "1996 Form 10-K") as it is expected that the
acquisition described above will no longer meet the significance test of
Regulation S-X when measured against the 1996 Form 10-K. Sun's 1996 Form 10-K
is due no later than March 31, 1997.
(b) Pro Forma Financial Information
As of the date of this Report, it is impracticable to provide the pro forma
financial information for the acquisition described above as required by the
rules and regulations of the Securities and Exchange Commission. If required to
file any such pro forma financial information, such pro forma financial
information will be filed as an amendment to this Report as soon as practicable,
but not later than sixty days after this Report must be filed. However, Sun
believes that such pro forma financial information will not be required upon the
filing of Sun's 1996 Form 10-K as it is expected that the acquisition
described above will no longer meet the significance test of Regulation S-X
when measured against the 1996 Form 10-K.
(c) Exhibits
None.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Sun
Healthcare Group, Inc. has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: February 14, 1997 SUN HEALTHCARE GROUP, INC.
/s/ William C. Warrick
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William C. Warrick
Vice-President and Corporate Controller
