<PAGE> 1
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
===============================================================================
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) FEBRUARY 19, 1999
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.)
3655 Cortez Road West, Suite 110
Bradenton, Florida 34210
(Address of principal executive office)
Registrant's telephone number, including area code: (941) 756-2555
===============================================================================
<PAGE> 2
ITEM 5. OTHER EVENTS
The Registrant announced that it has received from Health Care REIT,
Inc. (the "REIT" - NYSE: HCN) Notices of Termination of its Lease Agreements
with the REIT, which termination if effective would cancel the Registrant's
Leases for all eight facilities of the Registrant. The Registrant has filed
Counterclaims in various courts in Florida, seeking among other things, to
block the termination of the Leases and to construe the Leases as financing
arrangements subject to Florida laws regarding foreclosure of mortgages.
The REIT also drew $521,039.00 under various Letters of Credit
provided by the Registrant to the REIT to secure the financing. The REIT has
advised the Registrant that the REIT's delivery of the Notices of Termination
of the Leases and its draws under the Letters of Credit were based on certain
alleged violations by the Registrant under the financing documents, including
failure to make timely payments and violations of other financial and
non-financial covenants.
Although the Registrant is in discussions with various financing
sources regarding financing that would permit the Registrant to either continue
the Lease arrangements with the REIT or purchase the leased facilities, it has
no present commitment from any financing sources to provide the required
financing for either option. There can be no assurances that the REIT would
withdraw the Notice of Termination of the Leases or sell the leased facilities
to the Registrant even if the Registrant were successful in completing a new
financing.
The Registrant also announced the following management addition: Dean
T. DuCray was elected Vice President and Chief Financial Officer of the
Registrant.
Mr. DuCray previously served as Vice President and Chief Financial
Officer of York International Corporation (NYSE: YRK), as President and Chief
Executive Officer of Technical Oil Tool Corporation (A subsidiary of Baker
International Corporation, now Baker-Hughes), and as an Audit Manager for
Deloitte, Haskins and Sells.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) A copy of the Registrant's Press Release issued March 8, 1999, is
attached as Exhibit 99.1.
<PAGE> 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/ Daniel D. Levitan
--------------------------------------
Name: Daniel D. Levitan
Title: Chairman and Chief Executive Officer
Dated: March 8, 1999
<PAGE> 1
Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT: SUZIE BOLAND
PUBLIC COMMUNICATIONS INC.
813/226-2772
[email protected]
JUST LIKE HOME, INC. RECEIVES TERMINATION NOTICES FROM
HEALTH CARE REIT, INC.
BRADENTON, FLORIDA - (MARCH 8, 1999)- Just Like Home, Inc. (the
"Company" - OTC:JLHC) reported that it has received from Health Care REIT, Inc.
(the "REIT" - NYSE:HCN) Notices of Termination of its lease agreements with the
REIT, which termination, if effective, would cancel the Company's leases for all
eight of the Company's facilities.
The Company has filed counterclaims in various courts in Florida,
seeking among other things to block the termination of the leases and to
construe the leases as financing arrangements subject to Florida laws regarding
foreclosure of mortgages.
The REIT also drew $521,039 under various letters of credit provided by
the Company to the REIT to secure the financing. This amount was substantially
in excess of the amount the Company owed the REIT on the date of the
commencement of this action. The REIT has advised the Company that the REIT's
delivery of the Notices of Termination of the Leases and its draws under the
letters of credit were based on certain alleged violations by the Company under
the financing documents, including failure to make timely payments and
violations of other financial and non-financial covenants.
Daniel D. Levitan, Chairman and CEO of Just Like Home, Inc. stated, "We
were saddened by the action taken by the REIT, and while the Company recognizes
that it was in violation of certain conditions of the financing, we believe that
we were in meaningful discussions with the REIT to resolve the outstanding
issues." He continued, "We want to assure our residents and their families that
we remain 100 percent committed to their continued high quality of care. We feel
that this resident confidence in the new management team is reflected in the
increase in facility occupancy from less than 70 percent in September 1998 to
more than 85 percent today."
Based in Bradenton, Fla., Just Like Home, Inc. offers a unique concept
of senior assisted living in a homelike setting. The Company currently operates
eight assisted living facilities in central Florida; located to offer economies
of scale through shared administration. You may access the Company's web site at
www.justlikehome.com.
This news release contains statements that constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements are subject to risks and uncertainties, including but not
limited to: the availability of financing to the Company, changes in the
retirement home and home care industry, uncertainties regarding market
acceptance of the development of assisted living facilities, the impact of
competitors and other risks detailed from time to time in the Company's filings
with the Securities and Exchange Commission.
######
