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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to ____________________
Commission file number 1-11343
CORAM HEALTHCARE CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware 33-0615337
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4675 MacArthur Court
Suite 1250
Newport Beach, CA 92660
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (714) 955-8776
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES NO (1)
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(1) The registrant has filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act of 1934 since July 8, 1994, the date upon which
the registrant became subject to such filing requirements of such Act,
but has not been subject to such filing requirements for the past 90 days.
The number of shares outstanding of the Registrant's Common Stock, $.001 par
value, as of June 30, 1994 was 38,593,507.
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PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On August 3, 1994, the Company announced that it had entered
into an agreement to acquire H.M.S.S., Inc. A copy of the
August 2, 1994 press release related to such announcement is
attached hereto as Exhibit 99 and is incorporated herein by
reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(b)
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Sequential
Exhibit No. Description Page No.
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99 August 2,1994 press release
relating to the proposed
acquisition of H.M.S.S., Inc. 3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CORAM HEALTHCARE CORPORATION
By: /s/ James M. Sweeney
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James M. Sweeney
Chairman and Chief
Executive Officer
(Duly Authorized Officer)
By: /s/ Sam R. Leno
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Sam R. Leno
Chief Financial Officer
Date: August 19, 1994
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FOR IMMEDIATE RELEASE EXHIBIT 99
Contact: Erin Peacock/David Paine
PAINE & ASSOCIATES
(714) 755-0400
CORAM ENTERS INTO AGREEMENT TO ACQUIRE HMSS
HOUSTON-BASED HOME HEALTH CARE COMPANY
NEWPORT BEACH, Calif., August 2, 1994 -- Coram Healthcare Corp. (NYSE:CRH), the
second largest home health infusion therapy company in the United States,
announced today that the company has entered into an agreement to acquire
Houston-based HMSS, one of the nation's premier home health care firms. HMSS
is a wholly-owned subsidiary of Secomerica, Inc., a diversified holding company
based in Newport Beach.
The acquisition of HMSS, made as a cash purchase and subject to a
Hart-Scott-Rodino filing, is expected to be completed by mid-September,
pending regulatory approval. Terms of the acquisition were not disclosed.
HMSS, through a sizable network of 20 branches across the country,
provides intravenous therapy in homes, offices and schools, offering
antibiotics, intravenous nutrition, chemotherapy, pain management and other
infusion therapy systems.
"HMSS is an exceptional fit with Coram, and its acquisition is
extremely well-timed in that it allows us to integrate HMSS into our broader
consolidation activities now underway," said James M. Sweeney, chairman and CEO
of Coram Healthcare. "We expect to be able to immediately integrate HMSS's
services and expertise, and to realize significant synergies among the two
companies."
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CORAM TO ACQUIRE HMSS/PAGE 2
Sweeney added that, "HMSS is well-known in the home infusion therapy
industry as a leader in offering capitated contract arrangements with payors,
and in using patient outcomes data to manage costs and improve patient care.
Both capitation and outcome analysis are key areas of emphasis for Coram as
well."
Coram also was attracted by HMSS' strong management team and its solid
relationships with managed care payors.
ACQUISITION A KEY STRATEGY
The acquisition of HMSS is consistent with Coram's stated plan to seek
additional strategic partners who can contribute immediately to its vision of
creating a broad-based, national specialist in the treatment of patients with
serious diseases such as cancer and AIDS.
"Coram was created to take advantage of the anticipated consolidation
of the industry, which is now very much underway and can be expected to
accelerate rapidly in the coming year," Sweeney said. "We fully intend to be a
leader in that movement and will continue to seek attractive acquisition
partners who fit our strategy and offer significant opportunities for synergy
through consolidation of services and resources.
"In view of the significant challenges associated with merging several
companies together, we are pleased with our progress to date, and are confident
that we'll be able to quickly realize significant synergies that will position
us as a leader in the delivery of cost-effective and quality alternate-site
care."
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CORAM TO ACQUIRE HMSS/PAGE 3
Michael S. Kaye, president and chief executive officer of Secomerica,
noted, "We recognized the opportunities for HMSS to compete effectively
long-term in an increasingly competitive managed care environment, could be
greatly increased by joining forces with a dynamic organization such as Coram,
which clearly has the vision and the resources needed to do well in this era of
healthcare reform."
Coram was formed as a result of what is believed to be the first
four-way merger in history. The merger, completed on July 8, 1994, united T2
Medical, Curaflex Health Services, Medisys Inc., and HealthInfusion Inc. The
companies, now Coram Healthcare Corp., provide a wide range of healthcare
delivery services, including home infusion therapies, disease-specific
outpatient care, lithotripsy, and physician practice management.
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