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 of earliest event reported):
August 25, 2000 (August 23, 2000)
HEALTH POWER, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-23220 31-1145640
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1209 Orange Street, Wilmington, Delaware 19801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 658-7581
No Change
________________________________________________________________________________
(Former name or former address, if changed since last report)
<PAGE>
Item 5 Other Events.
As reported in the Form 8-K filed by Health Power, Inc., a Delaware
corporation ("Health Power"), with the Securities and Exchange Commission on
June 15, 2000, Health Power has entered into an Agreement and Plan of Merger
dated as of June 8, 2000 (the "Merger Agreement"), with Security Capital
Corporation, a Delaware corporation ("Security Capital"), and HP Acquisition
Corporation, a Delaware corporation which is a subsidiary of Security Capital
("HP Acquisition").
Pursuant to amendments to the Merger Agreement, the parties have extended
until September 15, 2000, the date by which Security Capital and HP Acquisition
must present their written financing commitments for the proposed transaction to
Health Power. In exchange for this extension, Health Power will be permitted to
further reduce its indebtedness by certain amounts based upon on the closing
date of the proposed transaction. The reduction in indebtedness will increase
the cash merger consideration payable to Health Power's stockholders by a like
amount.
Copies of the amendments to the Merger Agreement are attached as Exhibits
2-A and 2-B to this Form 8-K.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit
No. Description of Exhibit
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2-A First Amendment to Agreement and Plan of Merger among
Security Capital Corporation, HP Acquisition Corp. and Health
Power, Inc. dated as of August 14, 2000.
2-B Second Amendment to Agreement and Plan of Merger among
Security Capital Corporation, HP Acquisition Corp. and Health
Power, Inc. dated as of August 23, 2000.
<PAGE>
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 hereunto duly authorized.
HEALTH POWER, INC.
Date: August 25, 2000 By /s/ Bernard F. Master, D.O.
---------------------------------
Bernard F. Master, D.O.
Chairman, President, and Chief
Executive Officer
<PAGE>
EXHIBIT INDEX
If Incorporated by
Reference, Document
with which Exhibit was
Exhibit No. Description of Exhibit Previously Filed with SEC
_______________________________________________________________________________
2-A First Amendment to Agreement Contained herein.
and Plan of Merger among
Security Capital Corporation,
HP Acquisition Corp. and
Health Power, Inc. dated as
of August 14, 2000
2-B First Amendment to Agreement Contained herein.
and Plan of Merger among
Security Capital Corporation,
HP Acquisition Corp. and
Health Power, Inc. dated
as of August 14, 2000
<PAGE>
EXHIBIT 2-A
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This First Amendment to Agreement and Plan of Merger (this "Amendment") is
made as of August 14, 2000, among Security Capital Corporation, a Delaware
corporation ("Parent"), HP Acquisition Corp., a Delaware corporation which is
direct or indirect subsidiary of Parent ("MergerCo"), and Health Power, Inc., a
Delaware corporation (the "Company").
Background Information
----------------------
The Parent, MergerCo, and the Company (the "Parties") are parties to the
Agreement and Plan of Merger as of June 8, 2000 (the "Merger Agreement"). The
Parties desire to amend the Merger Agreement as provided in this Amendment. The
Merger Agreement, as amended by this Amendment, is hereinafter collectively
referred to as the "Agreement."
Statement of Agreement
----------------------
The Parties acknowledge the accuracy of the foregoing Background
Information and agree as follows:
Section 1. Commitment Due Date. The term "Commitment Due Date" shall mean
August 18, 2000, or such later date which is otherwise agreed to in writing by
Parent and the Company.
Section 2. Definitions. All capitalized terms used in this Amendment but
which are not otherwise defined herein shall have the respective meanings given
those terms in the Merger Agreement.
Section 3. Captions. The captions of the various sections of this Amendment
are not part of the context of this Amendment, but are only labels to assist in
locating those sections, and shall be ignored in construing this Amendment.
Section 4. Construction. This document is an Amendment to the Merger
Agreement. In the event of any inconsistencies between the provisions of the
Merger Agreement and this Amendment, the provisions of this Amendment shall
control. Except as modified by this Amendment, the Merger Agreement shall
continue in full force and effect without change.
HEALTH POWER, INC. SECURITY CAPITAL CORPORATION
By /s/ Bernard F. Master, D.O. By /s/ Brian D. Fitzgerald
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Bernard F. Master, D.O., Chairman Brian D. Fitzgerald, Chairman
HP ACQUISITION CORP.
By /s/ Brian D. Fitzgerald
Brian D. Fitzgerald, President
<PAGE>
EXHIBIT 2-B
SECOND AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This Second Amendment to Agreement and Plan of Merger (this "Second
Amendment") is made as of August 23, 2000, among Security Capital Corporation, a
Delaware corporation ("Parent"), HP Acquisition Corp., a Delaware corporation
which is direct or indirect subsidiary of Parent ("MergerCo"), and Health Power,
Inc., a Delaware corporation (the "Company").
Background Information
----------------------
The Parent, MergerCo, and the Company (the "Parties") are parties to the
Agreement and Plan of Merger as of June 8, 2000 (the "Original Merger
Agreement"), as amended by the First Amendment to Agreement and Plan of Merger
as of August 14, 2000 (collectively, the "Merger Agreement"). The Parties desire
to amend the Merger Agreement as provided in this Second Amendment. The Merger
Agreement, as amended by this Second Amendment, is hereinafter collectively
referred to as the "Agreement."
Statement of Agreement
----------------------
The Parties acknowledge the accuracy of the foregoing Background
Information and agree as follows:
Section 1. Commitment Due Date. As used in the Agreement, the term
"Commitment Due Date" shall mean September 15, 2000, or such later date which is
otherwise agreed to in writing by Parent and the Company.
Section 2. Debt Reduction Amount. As used in the Agreement, the term "Debt
Reduction Amount" shall mean the difference between $4,850,996, which was the
amount of outstanding Indebtedness of the Company and the Company Subsidiaries
on a consolidated basis as at December 31, 1999, and the lesser of (a) the
principal amount by which such Indebtedness is reduced by payments made prior to
the Closing, and (b) the following applicable amount: (i) if the Closing occurs
on or prior to September 30, 2000, then $1,800,000, or (ii) if the Closing
occurs between October 1, 2000 and October 31, 2000, both dates inclusive, then
$2,000,000, or (iii) if the Closing occurs after October 31, 2000, then
$2,000,000 plus $6,667 for each day that the Closing occurs after October 31,
2000.
Section 3. Conversion of Securities. Section 2.2(x) of the Original Merger
Agreement is hereby amended in its entirety to read as follows:
(x) Thirty-Six Million Two Hundred Fifty Thousand Dollars ($36,250,000),
minus the sum of (A) the Debt Reduction Amount (as defined in the
Second Amendment), (B) the Option Termination Consideration (as
defined in the Original Merger Agreement), (C) the Severance
Consideration (as defined in the Original Merger Agreement), and (D)
the Company Expenses (as defined in the Original Merger Agreement), by
Section 4. Definitions. All capitalized terms used in this Second Amendment
but which are not otherwise defined herein shall have the respective meanings
given those terms in the Original Merger Agreement.
Section 5. Captions. The captions of the various sections of this Second
Amendment are not part of the context of this Second Amendment, but are only
labels to assist in locating those sections, and shall be ignored in construing
this Second Amendment.
Section 6. Construction. This document is an amendment to the Merger
Agreement. In the event of any inconsistencies between the provisions of the
Merger Agreement and this Second Amendment, the provisions of this Second
Amendment shall control. Except as modified by this Second Amendment, the Merger
Agreement shall continue in full force and effect without change.
HEALTH POWER, INC. SECURITY CAPITAL CORPORATION
By /s/ Bernard F. Master, D.O. By /s/ Brian D. Fitzgerald
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Bernard F. Master, D.O., Chairman Brian D. Fitzgerald, Chairman
HP ACQUISITION CORP.
By /s/ Brian D. Fitzgerald
--------------------------
Brian D. Fitzgerald, President
