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):
October 10, 1997
CONTINENTAL CHOICE CARE, INC.
(Exact name of Registrant as specified in Charter)
<TABLE>
<S> <C>
New Jersey 0-24542 22-3276736
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
</TABLE>
25-B Vreeland Road, Florham Park, New Jersey 07932
(Address of principal executive office) (Zip Code)
Registrant's telephone number including area code: (201) 593-0500
Not Applicable
(Former name and former address, as changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On October 10, 1997, the Registrant completed the sale of substantially
all of its dialysis related assets, and the sale of substantially all of the
dialysis related assets of its subsidiaries other than Renal Management, Inc. to
IHS of New York, Inc., a New York corporation ("IHS"). In addition, Alpha
Administration Corp. and Continental Dialysis Center of the Bronx, Inc., New
York affiliates of the Registrant, sold substantially all of their respective
assets to IHS, including their respective dialysis facilities, equipment and
inventories . The effective date of the closing was October 8, 1997. In
accordance with the terms contained in the Asset Purchase Agreement among the
parties dated February 12, 1997, as amended (the "Purchase Agreement"), the
aggregate price paid by IHS in the transactions at the closing was $5,120,000.
In addition, as contemplated by the Purchase Agreement, IHS is obligated to pay
an additional $1,000,000 to the Registrant over the next three years pursuant to
the terms of the Consulting Agreement between IHS and the Registrant. The assets
of the Upper Manhattan Dialysis Center, Inc. ("UMDC"), a New York affiliate of
Continental, were not included in the transaction. Continental and its selling
subsidiaries and affiliates retained certain assets, including cash, accounts
receivable and cash equivalents, and certain liabilities, including accounts
payable arising on or before October 8, 1997. The transaction with IHS was an
arm's length transaction. The transactions were consummated on and are subject
to the terms, conditions and escrows described in Continental's definitive proxy
materials dated April 28, 1997.
<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.
Continental Choice Care, Inc.
(Registrant)
Dated: October 13, 1997 By:
------------------------------------
Steven L. Trenk, President
<PAGE>
Exhibits
Description
Asset Purchase Agreement dated February 12, 1997, by and among
Registrant, Continental Dialysis, Inc., Choice Care, Inc.,CDBI,
Choice Staffing, Inc., Dialysis Staffing, Inc., Choice Care
Infusion Services, Inc. (Delaware), Choice Care Infusion
Services, Inc. (New York), Alpha, UMDC and IHS of New York, Inc.
Incorporated by reference from the Registrant's Definitive Proxy
Materials Dated April 28, 1997.
Amendment dated May 23, 1997 to Asset Purchase Agreement dated
February 12, 1997, by and among Registrant, Continental
Dialysis, Inc., Choice Care, Inc.,CDBI, Choice Staffing, Inc.,
Dialysis Staffing, Inc., Choice Care Infusion Services, Inc.
(Delaware), Choice Care Infusion Services, Inc. (New York),
Alpha, UMDC and IHS of New York, Inc. Incorporated by reference
from the Registrant's Current Report on Form 8-K Dated May 23,
1997.
