CORAM HEALTHCARE CORP
S-4/A, 1994-06-07
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<PAGE>   1
 
   
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 1994
    
 
                                                       REGISTRATION NO. 33-53957
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
   
                                 POST-EFFECTIVE
    
   
                                AMENDMENT NO. 1
    
                                       TO
 
                                    FORM S-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                          CORAM HEALTHCARE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                            <C>                            <C>
           DELAWARE                         8082                        33-0615337
(STATE OR OTHER JURISDICTION OF  (PRIMARY STANDARD INDUSTRIAL        (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)   CLASSIFICATION CODE NUMBER)      IDENTIFICATION NUMBER)
</TABLE>
 
                              ONE LAKESHORE CENTRE
                          3281 GUASTI ROAD, SUITE 700
                           ONTARIO, CALIFORNIA 91761
                                 (909) 460-2400
              (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
       INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                            ------------------------
 
                             KEVIN M. HIGGINS, ESQ.
                              ONE LAKESHORE CENTRE
                          3281 GUASTI ROAD, SUITE 700
                           ONTARIO, CALIFORNIA 91761
                                 (909) 460-2400
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                            ------------------------
 
                                   COPIES TO:
 
<TABLE>
<S>                       <C>                       <C>                       <C>
 R.M. MATTSON, JR., ESQ.    B.E. MACDONOUGH, ESQ.      M.A. KIMBALL, ESQ.          R.A. FINK, ESQ.
    T.S. POWELL, ESQ.         R.R. ORAND, ESQ.        C.J. MCLAUGHLIN, ESQ.      K.M. CLAYTON, ESQ.
   MORRISON & FOERSTER       GREENBERG, TRAURIG,       OPPENHEIMER WOLFF &       BROBECK, PHLEGER &
  19900 MACARTHUR BLVD.   HOFFMAN, LIPOFF, ROSEN &          DONNELLY                  HARRISON
    IRVINE, CA 92715            QUENTEL, P.A.         45 SOUTH SEVENTH ST.      4675 MACARTHUR COURT,
                            1221 BRICKELL AVENUE      MINNEAPOLIS, MN 55402          SUITE 1000
                               MIAMI, FL 33131                                 NEWPORT BEACH, CA 92660
</TABLE>
 
                            ------------------------
 
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
 
  AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
                            ------------------------
 
     If the securities being registered on this form are being offered in
compliance with General Instruction G, check the following box:  / /
                            ------------------------
 
     The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     (a) As permitted by the Delaware General Corporation Law, CHM Holding's
Certificate of Incorporation (the "CHM Holding Certificate") eliminates the
liability of directors to CHM Holding or its stockholders for monetary damages
for breach of fiduciary duty as a director, except to the extent otherwise
required by the Delaware General Corporation Law.
 
     (b) The CHM Holding Bylaws provide that CHM Holding will indemnify each
person who was or is made a party to any proceeding by reason of the fact that
such person is or was a director, officer, employee or agent of CHM Holding
against all expense, liability and loss reasonably incurred or suffered by such
person in connection therewith to the fullest extent authorized by the Delaware
General Corporation Law.
 
ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
     (A) EXHIBITS.
 
     The exhibits to the Registration Statement required by Item 601 of
Regulation S-K are listed in the accompanying index to exhibits.
 
     (B) FINANCIAL STATEMENTS AND SCHEDULES.
 
          (1) Financial Statements
 
     The financial statements filed as part of this Registration Statement are
indexed for each of Curaflex, HealthInfusion and Medisys on Page F-1.
 
        (2) Schedules
 
     The following financial statement schedules of each of Curaflex,
HealthInfusion and Medisys are included in this Form S-4:
 
     (a) Curaflex Health Services, Inc. and Subsidiaries:
 
<TABLE>
<CAPTION>
  SCHEDULE NO.     PAGE NO.                 DESCRIPTION OF SCHEDULE
- -----------------  --------   ----------------------------------------------------
<S>                <C>        <C>
Not applicable      S-1       Independent Auditor's Report
Schedule II         S-2       Amounts Receivable From Related Parties and
                              Underwriters, Promoters, and Employees Other Than
                              Related Parties
Schedule VIII       S-3       Valuation and Qualifying Accounts
Schedule X          S-4       Supplementary Income Statement Information For the
                              Years Ended December 31, 1991, 1992 and 1993
</TABLE>
 
     (b) HealthInfusion, Inc. and Subsidiaries:
 
<TABLE>
<CAPTION>
  SCHEDULE NO.     PAGE NO.                 DESCRIPTION OF SCHEDULE
- -----------------  --------   ----------------------------------------------------
<S>                <C>        <C>
Not applicable      S-5       Independent Auditor's Report
Schedule II         S-6       Amounts Receivable From Related Parties
Schedule VIII       S-7       Valuation and Qualifying Accounts
Schedule IX         S-8       Short-Term Borrowings
Schedule X          S-9       Supplementary Income Statement Information For the
                              Years Ended December 31, 1991, 1992 and 1993
</TABLE>
 
                                      II-1
<PAGE>   3
 
     (c) Medisys, Inc. and Subsidiaries:
 
<TABLE>
<CAPTION>
  SCHEDULE NO.     PAGE NO.                 DESCRIPTION OF SCHEDULE
- -----------------  --------   ----------------------------------------------------
<S>                <C>        <C>
Not applicable      S-10      Independent Auditors' Report
Schedule VIII       S-11      Valuation and Qualifying Accounts and Reserves For
                              the Years Ended December 31, 1991, 1992 and 1993
Schedule IX         S-12      Short-Term Borrowings For the Years Ended December
                              31, 1991, 1992 and 1993
Schedule X          S-13      Supplementary Income Statement Information For the
                              Years Ended December 31, 1991, 1992 and 1993
</TABLE>
 
     Schedules other than those listed above have been omitted because they
either are not required, are not applicable or the information is included in
the appropriate financial statements and notes thereto.
 
     (C) OPINIONS OF FINANCIAL ADVISORS.
 
          (1) The opinion of Smith Barney Inc. constitutes Appendix C to the
     Joint Proxy Statement/ Prospectus.
 
          (2) The opinion of Hambrecht & Quist constitutes Appendix D to the
     Joint Proxy Statement/ Prospectus.
 
          (3) The opinion of Piper Jaffray Inc. constitutes Appendix E to the
     Joint Proxy Statement/ Prospectus.
 
          (4) The opinion of Kidder, Peabody & Co. Incorporated constitutes
     Appendix F to the Joint Proxy Statement/Prospectus.
 
ITEM 22.  UNDERTAKINGS
 
     The undersigned Registrant hereby undertakes that:
 
          (a)(1) The undersigned registrant hereby undertakes as follows: that
     prior to any public reoffering of the securities registered hereunder
     through use of a prospectus which is part of this registration statement,
     by any person or party who is deemed to be an underwriter within the
     meaning of Rule 145(c), the issuer undertakes that such reoffering
     prospectus will contain the information called for by the applicable
     registration form with respect to reofferings by persons who may be deemed
     underwriters, in addition to the information called for by the other items
     of the applicable form.
 
             (2) The registration undertakes that every prospectus: (i) that is
        filed pursuant to paragraph (1) immediately preceding, or (ii) that
        purports to met the requirements of Section 10(a)(3) of the Act and is
        used in connection with an offering of securities subject to Rule 415,
        will be filed as a part of an amendment to the registration statement
        and will not be used until such amendment is effective, and that, for
        purposes of determining any liability under the Securities Act of 1933,
        each such post-effective amendment shall be deemed to be a new
        registration statement relating to the securities offered therein, and
        the offering of such securities at that time shall be deemed to be the
        initial bona fide offering thereof.
 
          (b) The undersigned registrant hereby undertakes to respond to
     requests for information that is incorporated by reference into the
     prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one
     business day of receipt of such request, and to send the incorporated
     documents by first class mail or other equally prompt means. This includes
     information contained in documents filed subsequent to the effective date
     of the registration statement through the date of responding to the
     request.
 
          (c) The undersigned registrant hereby undertakes to supply by means of
     a post-effective amendment all information concerning a transaction, and
     the company being acquired involved therein, that was not the subject of
     and included in the registration statement when it became effective.
 
                                      II-2
<PAGE>   4
 
                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Newport Beach, California, on this 6th day of June, 1994.
    
 
                                          CORAM HEALTHCARE CORPORATION
 
                                          By:     /s/  JAMES M. SWEENEY
                                              James M. Sweeney,
                                              Chief Executive Officer and
                                              Chairman
 
   
     Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
    
 
   
<TABLE>
<CAPTION>
                SIGNATURES                               TITLE                      DATE
- ------------------------------------------  -------------------------------  ------------------
<C>                                         <S>                              <C>
              /s/  JAMES M. SWEENEY         Chief Executive Officer          June 6, 1994
             James M. Sweeney               and Chairman
                                            (Principal Executive Officer)
         */s/  NORMAN H. WERTHWEIN          Acting Chief Financial Officer   June 6, 1994
           Norman H. Werthwein              (Acting Principal Financial and
                                            Accounting Officer)
           */s/  CHARLES A. LAVERTY         Senior Executive Vice President  June 6, 1994
            Charles A. Laverty
             */s/  TOMMY H. CARTER          Vice Chairman of the Board       June 6, 1994
             Tommy H. Carter
              */s/  MILES E. GILMAN         Director                         June 6, 1994
             Miles E. Gilman
               */s/  L. PETER SMITH         Director                         June 6, 1994
              L. Peter Smith
              */s/  RICHARD A. FINK         Director                         June 6, 1994
             Richard A. Fink
          */s/  STEPHEN G. PAGLIUCA         Director                         June 6, 1994
           Stephen G. Pagliuca
        *By  /s/  JAMES M. SWEENEY
             James M. Sweeney
            (Attorney-in-fact)
</TABLE>
    
 
                                      II-3
<PAGE>   5
 
                   INDEPENDENT AUDITORS' REPORT ON SCHEDULES
 
The Board of Directors
Curaflex Health Services, Inc.
 
     The audits referred to in our report dated February 28, 1994 included the
related financial statement schedules as of December 31, 1993 and for each of
the years in the three year period ended December 31, 1993, included in the
registration statement. These financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statement schedules based on our audits. In our
opinion, such financial statement schedules, when considered in relation to the
basic consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
 
                                                    KPMG Peat Marwick
 
Ontario, California
February 28, 1994
 
                                       S-1
<PAGE>   6
 
                                                                     SCHEDULE II
 
                CURAFLEX HEALTH SERVICES, INC. AND SUBSIDIARIES
 
           AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
              PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                                       BALANCE
                                                                          DEDUCTIONS              AT END OF PERIOD
                                     BALANCE AT                    -------------------------     -------------------
                                    BEGINNING OF                    AMOUNTS        AMOUNTS                     NOT
          NAME OF DEBTOR               PERIOD        ADDITIONS     COLLECTED     WRITTEN OFF     CURRENT     CURRENT
- ----------------------------------  ------------     ---------     ---------     -----------     -------     -------
<S>                                 <C>              <C>           <C>           <C>             <C>         <C>
Charles A. Laverty(1)
  Year ended December 31, 1992          $ --           $ 400         $  --          $  --         $ 400       $  --
  Year ended December 31, 1993           400              17            --             --           417          --
Irwin Kramer(2)
  Year ended December 31, 1991            78              77            --             --            --         155
  Year ended December 31, 1992           155              77            --             --            --         232
  Year ended December 31, 1993           232              77            --             --            --         309
</TABLE>
 
- ---------------
 
(1) Principal amount and all interest accumulated thereon at an interest rate of
    3.61% per annum, is due in one payment on November 1, 1994. This note is
    non-collateralized.
 
(2) Interest receivable relates to an $860 thousand stock purchase note and is
    due December 31, 1999.
 
                                       S-2
<PAGE>   7
 
                                                                    SECTION VIII
 
                  CURAFLEX HEALTH SERVICES, INC. AND SUBSIDIARIES
 
                          VALUATION AND QUALIFYING ACCOUNTS
                                   (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                           CONTRACTUAL                  BALANCE
                                 BALANCE AT     ADDITIONS     CHARGED TO    ALLOWANCE                   AT END
                                 BEGINNING    FROM BUSINESS     COSTS/     CHARGED TO                     OF
          DESCRIPTION            OF PERIOD    COMBINATIONS     EXPENSES     REVENUES     DEDUCTIONS(1)  PERIOD
- -------------------------------  ----------   -------------   ----------   -----------   ------------   -------
<S>                              <C>          <C>             <C>          <C>           <C>            <C>
Allowance for doubtful accounts
  and contractual adjustments:
Year ended December 31, 1991...   $  5,118       $    --        $3,618       $ 7,951       $ (8,149)    $ 8,538
                                 ----------   -------------   ----------   -----------   ------------   -------
                                 ----------   -------------   ----------   -----------   ------------   -------
Year ended December 31, 1992...   $  8,538       $ 1,181        $5,679       $12,328       $(20,658)    $ 7,068
                                 ----------   -------------   ----------   -----------   ------------   -------
                                 ----------   -------------   ----------   -----------   ------------   -------
Year ended December 31, 1993...   $  7,068       $ 2,834        $5,557       $40,380       $(40,475)    $15,364
                                 ----------   -------------   ----------   -----------   ------------   -------
                                 ----------   -------------   ----------   -----------   ------------   -------
</TABLE>
 
- ---------------
 
(1) Amounts reflect write-off of amounts that are deemed uncollectible.
 
                                       S-3
<PAGE>   8
 
                                                                      SCHEDULE X
 
                CURAFLEX HEALTH SERVICES, INC. AND SUBSIDIARIES
 
                   SUPPLEMENTARY INCOME STATEMENT INFORMATION
 
              FOR THE YEARS ENDED DECEMBER 31, 1991, 1992 AND 1993
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                        CHARGED TO COSTS AND
                                                                              EXPENSES
                                                                     --------------------------
                               ITEM                                  1991      1992       1993
- -------------------------------------------------------------------  ----     ------     ------
<S>                                                                  <C>      <C>        <C>
Maintenance and repairs............................................   --        --         --
Depreciation.......................................................  $903     $1,162     $2,022
Amortization of goodwill...........................................    58        315      1,362
Amortization of organization and pre-startup costs.................   --         135        614
Amortization of patent.............................................   --        --            3
                                                                     ----     ------     ------
          Total depreciation and amortization of intangible assets,
            preoperating costs and similar deferrals...............  $961     $1,612     $4,001
                                                                     ----     ------     ------
                                                                     ----     ------     ------
Taxes other than payroll and income taxes..........................   --        --         --
Royalties..........................................................   --        --         --
Advertising costs..................................................   --        --         --
</TABLE>
 
                                       S-4
<PAGE>   9
 
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                                  ON SCHEDULES
 
To the Stockholders of
  HealthInfusion, Inc. and subsidiaries:
 
     We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements of HealthInfusion, Inc. and subsidiaries
included in this joint proxy statement/prospectus, and have issued our report
thereon dated March 18, 1994. Our audits were made for the purpose of forming an
opinion on those financial statements taken as a whole. The schedules included
are the responsibility of the Company's management and are presented for
purposes of complying with the Securities and Exchange Commission's rules and
are not part of the basic financial statements. These schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, fairly state in all material respects
the financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
 
                                          ARTHUR ANDERSEN & CO.
 
Miami, Florida,
  March 18, 1994.
 
                                       S-5
<PAGE>   10
 
                                                                     SCHEDULE II
 
                     HEALTHINFUSION, INC. AND SUBSIDIARIES
 
                    AMOUNTS RECEIVABLE FROM RELATED PARTIES
 
<TABLE>
<CAPTION>
                                                                    DEDUCTIONS             BALANCE AT END
                                     BALANCE AT              ------------------------         OF PERIOD
                                     BEGINNING                AMOUNTS       AMOUNTS     ---------------------
          NAME OF DEBTOR             OF PERIOD    ADDITIONS  COLLECTED    WRITTEN OFF   CURRENT   NOT CURRENT
- -----------------------------------  ----------   --------   ----------   -----------   -------   -----------
<S>                                  <C>          <C>        <C>          <C>           <C>       <C>
Year ended December 31, 1993
  Brian Dickson....................    $   --     $444,000     $   --        $  --       $  --     $ 444,000
</TABLE>
 
                                       S-6
<PAGE>   11
 
                                                                   SCHEDULE VIII
 
                     HEALTHINFUSION, INC. AND SUBSIDIARIES
 
                       VALUATION AND QUALIFYING ACCOUNTS
 
<TABLE>
<CAPTION>
                                                                                                    BALANCE
                                             BALANCE AT   PROVISION FOR                                AT
                                             BEGINNING      DOUBTFUL                 ACCOUNTS        END OF
                                             OF PERIOD      ACCOUNTS       OTHER    WRITTEN OFF      PERIOD
                                             ----------   -------------   -------   -----------    ----------
<S>                                          <C>          <C>             <C>       <C>            <C>
Allowance for contractual adjustments and
  doubtful accounts
For the Year Ended December 31, 1991.......  $  557,267    $    548,453   $    --   $  (256,255)   $  849,465
                                             ----------   -------------   -------   -----------    ----------
                                             ----------   -------------   -------   -----------    ----------
For the Year Ended December 31, 1992.......  $  849,465    $  1,205,399   $    --   $  (399,558)   $1,655,306
                                             ----------   -------------   -------   -----------    ----------
                                             ----------   -------------   -------   -----------    ----------
For the Year Ended December 31, 1993.......  $1,655,306    $  5,658,519   $    --   $(3,614,443)   $3,699,382
                                             ----------   -------------   -------   -----------    ----------
                                             ----------   -------------   -------   -----------    ----------
</TABLE>
 
                                       S-7
<PAGE>   12
 
                                                                     SCHEDULE IX
 
                     HEALTHINFUSION, INC. AND SUBSIDIARIES
                             SHORT-TERM BORROWINGS
 
<TABLE>
<CAPTION>
                                                                   MAXIMUM         AVERAGE         WEIGHTED
            CATEGORY OF                             WEIGHTED       AMOUNT          AMOUNT           AVERAGE
             AGGREGATE                 BALANCE      AVERAGE      OUTSTANDING     OUTSTANDING     INTEREST RATE
            SHORT-TERM                 AT END       INTEREST     DURING THE      DURING THE       DURING THE
            BORROWINGS                OF PERIOD       RATE         PERIOD          PERIOD           PERIOD
- -----------------------------------  -----------   ----------   -------------   -------------   ---------------
<S>                                  <C>           <C>          <C>             <C>             <C>
For the Year Ended December 31,
  1991.............................       No short-term borrowings during the year ended December 31, 1991
For the Year Ended December 31,
  1992
  Bank borrowings..................  $ 4,537,887      6.25%      $  4,916,636    $ 3,788,253         6.20%
                                     -----------   ----------   -------------   -------------      -------
                                     -----------   ----------   -------------   -------------      -------
For the Year Ended December 31,
  1993
  Bank borrowings..................  $10,123,382      4.85%      $ 11,113,377    $ 6,679,370         5.84%
                                     -----------   ----------   -------------   -------------      -------
                                     -----------   ----------   -------------   -------------      -------
</TABLE>
 
                                       S-8
<PAGE>   13
 
                                                                      SCHEDULE X
 
                     HEALTHINFUSION, INC. AND SUBSIDIARIES
                   SUPPLEMENTARY INCOME STATEMENT INFORMATION
              FOR THE YEARS ENDED DECEMBER 31, 1991, 1992 AND 1993
 
<TABLE>
<CAPTION>
                                                                CHARGED TO COSTS AND EXPENSES
                                                            -------------------------------------
                           ITEM                               1991         1992          1993
- ----------------------------------------------------------  --------     ---------    -----------
<S>                                                         <C>          <C>          <C>
Goodwill amortization.....................................  $295,984     $ 758,026    $ 1,052,016
Branch start-up costs.....................................    58,237        49,002         85,705
Other deferrals...........................................    34,604        57,510        129,967
                                                            --------     ---------    -----------
          Total amortization of assets, preoperating costs
            and similar deferrals.........................  $388,825     $ 864,538    $ 1,267,688
                                                            --------     ---------    -----------
                                                            --------     ---------    -----------
Advertising costs.........................................  $296,412     $ 630,327    $   875,924
                                                            --------     ---------    -----------
                                                            --------     ---------    -----------
</TABLE>
 
                                       S-9
<PAGE>   14
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Shareholders and Board of Directors of
  Medisys, Inc.
 
     In connection with our audit of the consolidated financial statements of
Medisys, Inc. as of December 31, 1993 and 1992 and for the years then ended,
which financial statements are included in the T2/Curaflex/
HealthInfusion/Medisys Registration Statement on Form S-4, we have also audited
the Medisys, Inc. supplemental financial statement schedules included herein.
 
     The financial statements and financial statement schedules have been
restated to give retroactive effect to the merger of Medisys, Inc. and
Subsidiaries and American Home Therapies, Inc., on July 30, 1993, which has been
accounted for as a pooling of interests as described in Notes 1 and 2 to the
consolidated financial statements.
 
     In our opinion, these supplemental financial statement schedules, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material aspects, the information required to be included
therein.
 
     We previously audited and reported on the financial statements and
financial statement schedules of Medisys, Inc. and Subsidiaries as of December
31, 1991 and for the year then ended, prior to their restatement for the 1993
pooling of interests. The contribution of Medisys, Inc. and Subsidiaries to
total revenues and net income represented 67 and 42 percent of the respective
restated totals. Separate financial statements and financial statement schedules
of American Home Therapies included in the statements and schedules referred to
above were audited and reported on separately by other auditors. We have also
audited the combination of the accompanying financial statement schedules as of
December 31, 1991 and for the year then ended, after restatement for the 1993
pooling of interests; in our opinion, such supplemental financial statement
schedules have been properly combined on the basis described in Note 1 of the
notes to the consolidated financial statements.
 
                                                    COOPERS & LYBRAND
 
Minneapolis, Minnesota
  February 11, 1994
 
                                      S-10
<PAGE>   15
 
                                                                   SCHEDULE VIII
 
                         MEDISYS, INC. AND SUBSIDIARIES
 
                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
 
              FOR THE YEARS ENDED DECEMBER 31, 1991, 1992 AND 1993
 
<TABLE>
<CAPTION>
                                                       ADDITIONS
                                                ------------------------
                                 BALANCE AT      CHARGED        CHARGED
                                 BEGINNING       TO COSTS      TO OTHER                       BALANCE
                                     OF            AND         ACCOUNTS--    DEDUCTIONS--    AT END OF
                                   PERIOD        EXPENSES      DESCRIBE       DESCRIBE         PERIOD
                                 ----------     ----------     ---------     -----------     ----------
<S>                              <C>            <C>            <C>           <C>             <C>
Allowance for doubtful accounts
  1991.........................   $  82,543     $  225,790                    $  27,843(1)   $  280,490
  1992.........................     280,490        597,726     $434,886 (2)     345,168(1)      967,934
  1993.........................     967,934      1,013,850                      791,920(1)    1,189,864
</TABLE>
 
- ---------------
 
(1) Write-off of trade accounts receivable, net of bad debt recoveries.
 
(2) Allowances for doubtful accounts acquired through business combinations.
 
                                      S-11
<PAGE>   16
 
                                                                     SCHEDULE IX
 
                         MEDISYS, INC. AND SUBSIDIARIES
 
                             SHORT-TERM BORROWINGS
             FOR THE YEARS ENDED DECEMBER 31, 1991, 1992, AND 1993
 
<TABLE>
<CAPTION>
                                                                                                AVERAGE
                                                  WEIGHTED                                     INTEREST
           CATEGORY OF              BALANCE       AVERAGE        MAXIMUM         AVERAGE         RATE
         AGGREGATE SHORT             AT END       INTEREST       AMOUNT          AMOUNT         DURING
       TERM BORROWINGS(1)          OF PERIOD        RATE       OUTSTANDING     OUTSTANDING     PERIOD(2)
- ---------------------------------  ----------     --------     -----------     -----------     ---------
<S>                                <C>            <C>          <C>             <C>             <C>
1993
Notes payable to banks for
  borrowings.....................  $4,950,000       6.75%      $ 4,950,000     $ 2,425,000        6.75%
1992
Notes payable to banks for
  borrowings.....................     500,000       12.0%          500,000          42,000        12.0%
1991
Notes payable to banks for
  borrowings.....................     325,000        8.0%        1,300,900       1,056,000        11.0%
</TABLE>
 
- ---------------
(1) See Note 3 of Notes to Consolidated Financial Statements for descriptions of
    borrowing arrangements.
 
(2) Weighted average interest rate during the period is calculated by dividing
    interest expense, including fees paid to factor, by the average amount
    outstanding based on month-end balances.
 
                                      S-12
<PAGE>   17
 
                                                                      SCHEDULE X
 
                         MEDISYS, INC. AND SUBSIDIARIES
 
                   SUPPLEMENTARY INCOME STATEMENT INFORMATION
 
              FOR THE YEARS ENDED DECEMBER 31, 1991, 1992 AND 1993
 
<TABLE>
<CAPTION>
                                                              1991         1992          1993
                                                            --------     --------     ----------
<S>                                                         <C>          <C>          <C>
Maintenance and repairs...................................        --           --             --
Depreciation and amortization of intangibles..............        --           --             --
Taxes other than payroll and income.......................        --           --             --
Rents.....................................................  $444,804     $848,764     $1,347,880
Advertising costs.........................................        --           --             --
</TABLE>
 
                                      S-13
<PAGE>   18
 
                                 EXHIBIT INDEX
 
   
<TABLE>
<CAPTION>
                                                                                      SEQUENTIALLY
    EXHIBIT                                                                             NUMBERED
      NO.                                   DESCRIPTION                                   PAGE
    -------     --------------------------------------------------------------------  ------------
    <C>         <S>                                                                   <C>
     23.4       Consent of Arthur Andersen & Co.....................................
</TABLE>
    

<PAGE>   1
 
   
                                                          EXHIBIT 23.4 TO
                                                          REGISTRATION STATEMENT
                                                          ON FORM S-4        
   
              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
    
 
   
     As independent certified public accountants, we hereby consent to the use
of our reports with respect to the consolidated financial statements and
schedules of HealthInfusion, Inc. and subsidiaries and tax opinion dated June 6,
1994, included in, or made a part of, this Form S-4 Registration Statement of
Coram Healthcare Corporation.
    
 
   
/s/  ARTHUR ANDERSEN & CO.
    
 
   
Arthur Andersen & Co.
    
 
   
Miami, Florida
    
   
June 6, 1994
    


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