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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) MARCH 25, 1999
JUST LIKE HOME, INC.
(Exact name of registrant as specified in its charter)
Florida 0-25908
(State or other jurisdiction (Commission File No.)
of incorporation)
3655 Cortez Road West, Suite 110
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
Effective March 25, 1999, the Registrant announced the following
management changes: Isidore Siegel was elected Chairman of the Board and Acting
Chief Executive Officer. Daniel D. Levitan, the former Chairman of the Board
and acting Chief Executive Officer of the Registrant, resigned his position as
an Officer and Director of the Registrant simultaneous with Mr. Siegel's
election.
Mr. Siegel, is a retired attorney, who has served as a Director of the
Registrant since 1995. Mr. Siegel is currently a part owner in two nursing home
facilities.
As reported in the March 5, 1999, 8-K filing, the Registrant announced
that Dean T. DuCray had been elected Vice President and Chief Financial
Officer. Mr. DuCray was a Financial Consultant to the Registrant and therefore
was not an employee of the Registrant, however he agreed to serve as acting
Chief Financial Officer on an interim basis. As of the date of this filing, Mr.
DuCray has resigned his position as an Officer of the Registrant, and given the
Registrant notice that he is no longer willing to act in this or any other
official capacity for the Registrant.
In addition, as of the date of this filing, Darryl R. Callahan, also a
Consultant to the Registrant and not an employee, who was the acting President
of Registrant and a member of Registrant's Board of Directors, resigned his
positions as an Officer and Director of the Registrant, and notified the
Registrant that he too would no longer act in any official capacity for the
Registrant.
However, both Mr. DuCray and Mr. Callahan have agreed to be available
on an unofficial basis to insure a smooth transition to new management. They
will also be available, as time permits, to assist the Registrant in the event
that the Registrant is successful in a corporate financial restructuring, or to
assist the Registrant in refinancing it's obligations to the Health Care REIT,
Inc. (the "REIT" - NYSE:HCN), should the Registrant prevail in the current
litigation with the REIT.
The Registrant continues in litigation with the REIT regarding the
REIT's notice of termination of the Registrant's Lease Agreements with the
REIT. A hearing is scheduled for April 12, 1999, at which the Registrant will
seek among other things to block the termination of the Leases, and to construe
the Leases as financing arrangements subject to Florida law regarding
foreclosure of mortgages.
Although the Registrant is in discussions with various financing
sources regarding financing that could permit the Registrant to purchase the
facilities if it is successful in the litigation with the REIT, it has no
present commitment from any financing sources to provide the required
financing. The Registrant has designated a committee of two disinterested
Directors to explore all available options for the Registrant in the event of a
successful settlement of the REIT litigation, including sale, merger, new
equity investment, and other financings. There can be no assurances that the
REIT would sell the facilities to the Registrant, even if the Registrant were
successful in completing a new financing. The Registrant does not presently
have the cash resources to continue its operations beyond the short term (and
only as long as the REIT lease terminations are held off by court actions or
some future agreement with the REIT). If the courts determine that the REIT
financing documents are in fact true leases and not in the nature of
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mortgages, this would result in an immediate termination of all leases and the
cessation of business by the Registrant.
Due to the costs associated with the litigation with the Health Care
REIT and the extremely strained cash resources of the Registrant, the
Registrant does not have the funds available to compensate independent outside
auditors or appropriate legal counsel, and therefore management has not filed
its Form 10-KSB for the year ending December 31, 1998, by the scheduled filing
date. Internal unaudited accounting records indicate that the Registrant had a
net operating loss for 1998, as it did in 1997. Although unaudited, it would
appear that the 1998 loss was only slightly less than the loss of $2,227,234
reported for 1997.
As reported in the March 5, 1999, 8-K filing, the average occupancies
for the six facilities that were open and operating in September 1998, and
March 1999, are up to approximately 85%. In addition to the six facilities
operating in September 1998, the Registrant opened two additional facilities in
October 1998. As of March 29, 1999, the overall occupancy for all eight
facilities is 72.3%.
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/ Isidore Siegel
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Name: Isidore Siegel
Title: Chairman and Acting
Chief Executive Officer
Dated: April 1, 1999
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