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Securities and Exchange Commission
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 10, 1997
JUST LIKE HOME, INC.
(Exact name of registrant as specified in its charter)
Florida 0-25908
(State or other jurisdiction of incorporation) (Commission File No.)
3647 Cortez Road West
Bradenton, Florida 34210
(Address of principal executive office)
Registrant's telephone number, including area code: (941) 756-2555
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ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT
As reported on February 13, 1997, Just Like Home, Inc. (the
"Registrant"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Community Assisted Living Centers, Inc., a Florida corporation
("Community"), pursuant to which Community would be merged with a wholly-owned
subsidiary of the Registrant (the "Merger"). The Articles of Merger were
executed by the Registrant and Community on April 4, 1997 and were filed with
the Florida Secretary of State on April 10, 1997, as further described in Item
2, Acquisition or Disposition of Assets, below. Under the Merger Agreement,
John F. Robenalt, the President and CEO of Community, was named the President,
CEO and COO of the Registrant. Mr. Robenalt is the holder of 117,500 shares of
Common Stock of the Registrant (or approximately 2% of the outstanding Common
Stock after giving effect to the shares issued in the Merger and the private
placement of Common Stock described in Item 5, below). The shares held by Mr.
Robenalt do not include 297,500 shares of Common Stock owned by Vancene F.
Robenalt, Mr. Robenalt's spouse, who was an executive officer of Community and
became an executive officer of the Registrant at the effective time of the
Merger, and as to which shares Mr. Robenalt disclaims beneficial ownership.
Also, in accordance with the Merger Agreement, Mr. Robenalt entered
into a Shareholders Agreement with Elizabeth A. Conard, the former President of
the Registrant and the holder of 2,475,000 shares of Common Stock of the
Registrant (or approximately 35% of the outstanding Common Stock after giving
effect to the shares issued in the Merger and the private placement of Common
Stock described in Item 5, below). Under the Shareholders Agreement, Ms.
Conard and Mr. Robenalt agree to vote the shares of the Registrant's Common
Stock held by each to elect to the Board of Directors of the Registrant a
majority of individuals selected by Mr. Robenalt. At the effective time of the
Merger, Mr. Robenalt designated three of the six members of the Board of
Directors of the Registrant. There is one vacancy on the Board, which vacancy
will be filled at the annual meeting of shareholders. Under the Shareholders
Agreement, Ms. Conard and Mr. Robenalt will vote their shares for a candidate
for that seventh position selected by Mr. Robenalt. The members of the Board
of Directors of the Registrant after the Merger are as follows:
<TABLE>
<CAPTION>
Name Continuing or New Member
<S> <C>
Richard T. Conard, M.D. Continuing
Elizabeth A. Conard Continuing
Isidore Seigel Continuing
John F. Robenalt New
Ronald O. Braun New
Norbert P. Donelly New
Vacant Seat To be appointed at Annual
Board Meeting
</TABLE>
The Shareholders Agreement also provides that Ms. Conard and Mr.
Robenalt will vote their shares on any other matter submitted to a vote of the
shareholders of the Registrant as they mutually agree. If they are unable to
reach a mutually satisfactory agreement on the manner in which the shares will
be voted (other than for the election of directors), the full Board of
Directors of the Registrant will mediate the disagreement, and if that
mediation is not successful, an independent arbitrator will resolve the
disagreement.
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The Shareholders Agreement will expire on April 3, 2002. If Mr.
Robenalt, dies or becomes disabled so as not to be able to perform his duties
as chief executive officer of the Registrant during the term of the
Shareholders Agreement, Ronald O. Braun, the Chairman of the Board of Community
prior to the Merger and the Co-Chairman of the Board of the Registrant after
the Merger, will have the right to substitute all shares owned by him for the
shares of Mr. Robenalt covered by the Shareholders Agreement, and Mr. Braun
will assume the responsibilities of Mr. Robenalt for the remaining term of the
Shareholders Agreement.
As a result of the foregoing, Mr. Robenalt may be deemed to have
acquired control of the Registrant.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As a result of the Merger, the Registrant in effect acquired all of
the assets of Community. Community is a Nokomis, Florida based corporation
that was organized in 1996 to engage in the business of acquiring, developing,
managing and operating assisted living facilities. Until March 14, 1997,
Community operated a 68-unit facility in Bradenton, Florida, under a management
agreement with the facility's owner. Community has four assisted living
facilities in various stages of development, which development will be
continued by the Registrant after the Merger. Community has two sites for
assisted living facilities under contract, which Community will purchase when
all zoning and other local approvals for the developments have been obtained.
Community is in negotiations for the acquisition of two other sites.
The Registrant plans to take advantage of a prototype design for
assisted living facilities completed by Community prior to the Merger. That
prototype plan is a 42-unit assisted living facility with a maximum occupancy
of 45 elderly individuals. The facility will be an approximately 21,000 square
foot, single story design constructed of concrete block with stucco finish.
The Registrant plans to roll-out the Community prototype as well as the
prototype the Registrant has developed in rural markets based upon community
needs and existing and planned competition.
Community also had approximately $600,000 in cash and cash equivalents
at March 31, 1997, which are part of the proceeds of a private placement of
Community common stock completed in July, 1996, which assets will also be
acquired by the Registrant by virtue of the Merger. Since March 17, 1997,
Community has funded approximately $65,000 of the cash needs of the Registrant
in accordance with the terms of the Merger Agreement.
The Registrant views the Merger as the opportunity to acquire the
Community management team, its cash and cash equivalents, its assisted living
facility prototype plans and its contracts and other rights relating to the
development of four facilities. The Registrant intends to continue to use
those assets for the purpose of developing and operating assisted living
facilities.
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The Registrant issued an aggregate of 1,646,250 shares of its Common
Stock in the Merger in exchange for all of the outstanding Common Stock of
Community. None of the shareholders of Community prior to the Merger were
affiliated with the Registrant prior to the execution of the Merger Agreement.
Reference is made to Item 7, Financial Statements and Exhibits, for
certain financial statements of Community and certain pro forma financial
statements of the Registrant to be filed as amendments to this report.
ITEM 5. OTHER EVENTS
(a) Simultaneously with the closing of the Merger, the Registrant
closed a private placement of 1,510,000 shares of its Common Stock to
accredited investors at a purchase price of $1.00 per share, for an aggregate
purchase price of $1,510,000. Shareholders of Community purchased an aggregate
of 740,000 shares in the private placement offering. As a result of the shares
received in the Merger and the shares purchased in the Private Placement
offering, the former shareholders of Community hold an aggregate of 2,386,250
shares of Common Stock of the Registrant, or approximately 34% of the
outstanding shares after giving effect to the shares issued in the Merger and
the private placement offering.
(b) The Registrant has received a non-binding proposal from a real
estate investment trust ("REIT") for up to $40,000,000 in sale-leaseback
financings for assisted living facilities. If completed, the initial financing
would involve the sale-leaseback of five assisted living facilities owned by
the Registrant for an aggregate sale price of approximately $4,100,000. If the
financing is completed, the Registrant will have changed its current focus from
owning each of its assisted living facilities and financing those facilities
with traditional mortgage financing to a philosophy of transferring ownership
to the REIT or similar financing sources and entering into long-term operating
leases for those facilities. By transferring ownership of the Registrant's
assisted living facilities to a REIT, the Registrant will free up capital in
existing facilities that can be used to help develop new facilities and will
reduce the amount of the Registrant's capital needed for future growth. The
REIT financing is subject to numerous conditions, including completion of due
diligence review of the facilities and the Registrant by the REIT and approval
of the financing by the governing board of the REIT. The REIT financing is
also conditioned upon the Registrant raising a minimum of $1,500,000 in
additional equity capital, which the Registrant has done as a result of the
private placement offering described above. If the REIT financing is
completed, it would have a substantial effect on the balance sheet of the
Registrant and would result in the elimination from the balance sheet of
approximately $4,000,000 in assets (largely real estate) and a corresponding
amount of long- and short-term indebtedness. The Registrant anticipates that
the REIT financing would provide the Registrant with approximately $1,000,000
in additional working capital after the payment of certain long-term and
short-term indebtedness related to the facilities to be sold to the REIT.
There can be no assurance that the Registrant will be able to complete
the REIT financing at all or on terms favorable to the Registrant.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(a), (b) The financial statements of Community and the pro
forma financial statements of the Registrant after giving effect to the Merger
required by Item 7(a) and (b) of Form 8-K will be filed as amendments to this
report.
(c) The following documents are filed herewith as exhibits:
99 Press Release
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SIGNATURE
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.
JUST LIKE HOME, INC.
/s/ John R. Robenalt
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Name: John F. Robenalt
Title: President and
Chief Executive Officer
Dated: April 10, 1997
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Exhibit 99
Thursday, April 10, 1997 - 9:00 a.m. EDT
JUST LIKE HOME, INC. AND COMMUNITY ASSISTED LIVING CENTERS, INC. CLOSE MERGER
Bradenton, Florida - April 10, 1997 - Just Like Home, Inc. ("JLH") (NASDAQ -
JLHC) announced today that it has closed the merger of Community Assisted
Living Centers, Inc. ("Community"), Nokomis, Florida, into a wholly-owned
subsidiary of JLH.
Under the Merger Agreement, John F. Robenalt, the President and CEO of
Community, was named the President, CEO and COO of JLH.
Also, in accordance with the Merger Agreement, Mr. Robenalt entered into a
Shareholders Agreement with Elizabeth A. Conard, the former President of JLH
and the holder of 2,475,000 shares of Common Stock of JLH (or approximately 35%
of the outstanding Common Stock after giving effect to the shares issued in the
Merger and the private placement of Common Stock described below). Under the
Shareholders Agreement, Ms. Conard and Mr. Robenalt agree to vote the shares of
JLH's Common Stock held by each to elect to the Board of Directors of JLH a
majority of individuals selected by Robenalt. At the effective time of the
Merger, Mr. Robenalt designated three of the six current members of the Board
of Directors of JLH. There is one vacancy on the Board, which vacancy will be
filled at the annual meeting of shareholders. Under the Shareholders
Agreement, Ms. Conard and Mr. Robenalt will vote their shares for a candidate
for that seventh position selected by Mr. Robenalt. The members of the Board
of Directors of JLH after the Merger are as follows:
<TABLE>
<CAPTION>
Name Continuing or New Member
<S> <C>
Richard T. Conard, M.D. Continuing
Elizabeth A. Conard Continuing
Isidore Seigel Continuing
John F. Robenalt New
Ronald O. Braun New
Norbert P. Donelly New
Vacant Seat To be appointed at Annual
Board Meeting
</TABLE>
At a board meeting on April 8, 1997, the Board of Directors appointed the
following individuals as corporate officers:
John F. Robenalt President, CEO & COO
Ronald O. Braun Co-Chairman
Dr. Richard T. Conard Co-Chairman
Michael W. Monahan Chief Financial Officer
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As a result of the Merger, JLH in effect acquired all of the assets of
Community. Community is a Nokomis, Florida based corporation that was
organized in 1996 to engage in the business of acquiring, developing, managing
and operating assisted living facilities.
Simultaneously with the closing of the Merger, JLH closed a private placement
of 1,510,000 shares of its Common Stock to accredited investors at a purchase
price of $1.00 per share, for an aggregate purchase price of $1,510,000.
Shareholders of Community purchased an aggregate of 740,000 shares in the
private placement offering. As a result of the shares received in the Merger
and the shares purchased in the Private Placement offering, the former
shareholders of Community hold an aggregate of 2,386,250 shares of Common Stock
of JLH, or approximately 34% of the outstanding shares after giving effect to
the shares issued in the Merger and the private placement offering.
JLH has received a non-binding proposal from a real estate investment trust
("REIT") for up to $40,000,000 in sale-leaseback financings for assisted
living facilities. If completed, the initial financing would involve the sale-
leaseback of five assisted living facilities owned by JLH for an aggregate sale
price of approximately $4,100,000. If the financing is completed, JLH will
have changed its current focus from owning each of its assisted living
facilities and financing those facilities with traditional mortgage financing
to a philosophy of transferring ownership to the REIT or similar financing
sources and entering into long-term operating leases for those facilities. By
transferring ownership of JLH's assisted living facilities to a REIT, JLH will
free up capital in existing facilities that can be used to help roll-out new
facilities and will reduce the amount of JLH's capital needed for future
growth. The REIT financing is subject to numerous conditions, including
completion of due diligence review of the facilities and JLH by the REIT and
approval of the financing by the governing board of the REIT. The REIT
financing is also conditioned upon JLH raising a minimum of $1,500,000 in
additional equity capital, which JLH has done as a result of the private
placement offering described above. If the REIT financing is completed, it
would have a substantial effect on the balance sheet of JLH and would result in
the elimination from the balance sheet of approximately $4,000,000 in assets
(largely real estate) and a corresponding amount of long- and short-term
indebtedness. JLH anticipates that the REIT financing would provide JLH with
approximately $1,000,000 in additional working capital after the payment of
certain long-term and short-term indebtedness related to the facilities to be
sold to the REIT.
Mr. John F. Robenalt, President, Chief Executive Officer and Chief Operating
Officer of JLH stated: "This merger transaction exemplifies the continuing
opportunities we believe exist in our niche of the assisted living industry.
We are very pleased to be joining forces with the management and shareholders
of JLH and expect that the ground-breaking work done by Dick and Betty Conard
in the assisted living industry will be of substantial benefit to JLH's efforts
as our team moves forward. Together we can achieve even greater success in the
competitive assisted living market place."
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Dr. Conard, Co-Chairman added: "This merger is a natural fit. Community's
executive team brings financing and operational skills that will be of great
benefit to JLH. We believe with Community's executive team and our strong base
of operation, we will further increase the efficiency of our operation and as a
further result, lower the cost of providing assisted living services. This new
team at JLH will better position us to compete aggressively in the assisted
living industry.
Investors are cautioned that this release contains forward looking statements,
such as those relating to JLH's ability to obtain REIT financing as well as
create higher efficiencies in operations that are based upon current
expectations and involve a number of risks and uncertainties. The actual
operations and results may differ materially from those expressed in the
forward looking statements made by the company.
The factors that could cause actual results to vary include the successful
integration of Community into JLH, the successful completion of obtaining REIT
financing, general and economic business decisions, change sin political,
social and economic conditions and changes in business strategies or
development plans.
Just Like Home specializes in development and management of residential-style
assisted living communities, and currently provides these services in eight
facilities throughout the State of Florida.
Contact: John F. Robenalt
President, CEO and COO
Just Like Home, Inc.
(941) 756-2555
or
Christine M. DeCroce
Director of Shareholder Relations
Just Like Home, Inc.
(941) 966-3636
