<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
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
- --------------------------------------------------------------------------------
State or other jurisdiction Commission IRS Employer
of incorporation File Number Identification No.
101 Sun Lane, N.E.
Albuquerque, New Mexico 87109
---------------------------------------
(Address of Principal Executive Offices)
Registrant's Telephone Number,
Including Area Code: (505) 821-3355
This Current Report on Form 8-K/A-1 consists of 3 pages.
<PAGE>
Items 2 and 7 to the Current Report on Form 8-K originally filed on February
14, 1997 are hereby amended as follows.
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 was approximately 90
million Pounds Sterling ($146 million), excluding acquisition expenses and
the costs of purchasing Ashbourne management options. The foregoing
acquisition was funded primarily by borrowings under Sun's revolving line of
credit with NationsBank of Texas, N.A., as administrative lender.
Sun believes that the acquisition of Ashbourne described above does not
meet the significance test of Regulation S-X when measured against Sun's
Annual Report on Form 10-K for the year ended December 31, 1996 (the "1996
Form 10-K").
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Sun believes that it is not required under the rules and regulations of
the Securities and Exchange Commission to provide audited financial
information for the acquisition of Ashbourne described above because
following the filing of the 1996 Form 10K the acquisition described above no
longer meets the significance test of Regulation S-X when measured against
the 1996 Form 10-K.
(b) Pro Forma Financial Information
Sun believes that it is not required under the rules and regulations of
the Securities and Exchange Commission to provide pro forma financial
information for the acquisition described above because following the filing
of Sun's 1996 Form 10-K the acquisition described above no longer meets the
significance test of Regulation S-X when measured against the 1996 Form 10-K.
(c) Exhibits
None.
2
<PAGE>
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: April 14, 1997 SUN HEALTHCARE GROUP, INC.
/s/ William C. Warrick
---------------------------------------
William C. Warrick
Vice-President and Corporate Controller
