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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) November 12, 1996
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 5. OTHER EVENTS
On February 13, 1997, Just Like Home, Inc. ("Registrant"), Just Like Home
Acquisition Inc., a Florida corporation ("Acquisition") which is a wholly owned
subsidiary of Registrant, and Community Assisted Living Centers, Inc., a Florida
corporation ("Community"), entered into an Agreement and Plan of Merger ("Merger
Agreement") dated February 13, 1997 pursuant to which Acquisition will merge
with and into Community (the "Merger"), and whereby Acquisition will be the
surviving corporation and become a wholly-owned subsidiary of the Registrant,
subject to the terms and conditions of the Merger Agreement which will be
submitted to the stockholders of Community for their approval.
The Merger
Subject to the terms and conditions of the Merger Agreement, each share in
Community will be exchanged for one and one-half shares of JLH. The number of
shares JLH will issue are 1,646,250.
The consummation of the merger is condition upon various conditions of the
Merger Agreement, including, among others:
(i) approval of the Merger Agreement by vote of the majority of outstanding
shares of Community; and
(ii) Community successfully completing its 30 day due diligence
investigation of Registrant.
In addition, the Merger Agreement contains various representations and
warranties which must be true and accurate at the effective time of the merger
and certain covenants that must be fulfilled or waived by the parties to the
Merger Agreement before the effective time of the merger.
Operations After Merger
As a result of the merger, Community will be merged into Acquisition and
Acquisition will become the surviving corporation and will become the
wholly-owned subsidiary of Registrant. Effective upon the consummation of
merger, the Board of Directors will consist of seven members. Three members of
the newly constituted board will be from Registrant's existing board and the
remaining four shall be designees of Community.
In addition, the following shall be officers of Registrant:
Richard T. Conard, Co-Chairman
Ronald Braun, Co-Chairman
John F. Robenalt, President & CEO
Elizabeth A. Conard, President, JLH subsidiary &
Just Like Family, Inc.
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Michael Monahan, Chief Financial Officer
Victoria Partin, Vice President, Operations
Vancene F. Robenalt, Vice President, Construction
Thomas B. Luzier, Vice President, Acquisition & Development
Certain Information About Community
Community is a Nokomis, Florida based corporation which is engaged in the
business of acquiring, developing, managing and operating assisted living
facilities. At the present time, Community has a 68 unit facility it operates
under a management agreement in Bradenton, Florida and has four facilities in
various stages of development.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(c) The following documents are filed herewith as exhibits:
99.1 Press Release
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/ Richard T. Conard
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Name: Richard T. Conard, M.D.
Title: Chairman of the Board
Dated: February 13, 1997
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EXHIBIT 99.1
_________, ___________, 1997 - 9:00 a.m. EST
Just Like Home, Inc. and Community Assisted Living Centers, Inc. Sign Merger
Agreement
Bradenton, Florida -- ____________, 1997 -- Just Like Home, Inc. ("JLH")
announced today that it had signed a merger agreement with Community Assisted
Living Centers, Inc. ("Community") of Nokomis, Florida. Community is a privately
held assisted living development and management company. Community presently
operates a 68 unit assisted living facility in Bradenton, Florida, and has five
additional facilities in the early stages of development. Under the merger
agreement, JLH, as the surviving company in the merger, will acquire all of the
assets and operations of Community in return for the issuance of shares of JLH
common stock to existing Community shareholders. The merger agreement is subject
to a shareholder vote of Community and a thirty day acquisition audit by
Community.
Commenting on the transaction, Richard T. Conard, M.D., Chairman and Chief
Executive Officer of JLH was quoted as saying: "Just Like Home is a pioneer in
the operation and development of assisted living facilities that create a home
like environment for their residents. We believe the merger with Community, a
company which shares our philosophy, will benefit both organizations, their
respective shareholders and move us to a new level accomplishment."
John F. Robenalt, President and Chief Executive Officer of Community, remarked
that: "We are very pleased with the opportunities which this transaction
presents. We believe that our strong management team and pragmatic approach to
development, coupled with Just Like Home's existing operations and management,
will allow our two companies to achieve more as a combined unit than would have
been possible on an individual basis."
Once the merger becomes effective, Mr. Robenalt will serve as President and
Chief Executive Officer of JLH, while Dr. Conard will become co-Chairman along
with Ronald O. Braun of St. Louis, Missouri.
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.
