<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K/A
AMENDMENT NO. 2 TO
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
May 8, 1996
COMPDENT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-26090 04-3185995
(Commission file number) (IRS employer identification no.)
8800 ROSWELL ROAD, ATLANTA, GEORGIA 30350
(Address of principal executive offices) (Zip Code)
(770) 998-8936
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The following financial
statements of business acquired are filed as exhibits hereto:
EXHIBIT 99.1 - FINANCIAL STATEMENTS OF DENTAL CARE PLUS MANAGEMENT, CORP.
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
Report of Independent Accountants
Balance Sheets as of December 31, 1995 and 1994
Statements of Operations for the years ended December 31, 1995 and 1994
Statements of Changes in Shareholder's Equity (Deficit) for the years
ended December 31, 1995 and 1994
Statements of Cash Flows for the years ended December 31, 1995 and 1994
Notes to Financial Statements
EXHIBIT 99.2 - FINANCIAL STATEMENTS OF I.H.C.S., INC. AS OF AND FOR THE
YEARS ENDED DECEMBER 31, 1995 AND 1994
Report of Independent Accountants
Balance Sheets as of December 31, 1995 and 1994
Statements of Income for the years ended December 31, 1995 and 1994
Statements of Changes in Shareholders' Equity for the years ended December
31, 1995 and 1994
Statements of Cash Flows for the years ended December 31, 1995 and 1994
Notes to Financial Statements
EXHIBIT 99.3 - FINANCIAL STATEMENTS OF DENTAL CARE PLUS MANAGEMENT, CORP.
AS OF MARCH 31, 1996 AND FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND
1995
Balance Sheet as of March 31, 1996
Statement of Operations for the three months ended March 31, 1996 and 1995
<PAGE> 3
Statements of Cash Flows for the three months ended March 31, 1996 and
1995
Notes to Financial Statements
EXHIBIT 99.4 - FINANCIAL STATEMENTS OF I.H.C.S., INC. AS OF MARCH 31, 1996
AND FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
Balance Sheet as of March 31, 1996
Statements of Income for the three months ended March 31, 1996 and 1995
Statements of Cash Flows for the three months ended March 31, 1996 and 1995
Notes to Financial Statements
(B) PRO FORMA FINANCIAL INFORMATION. The following pro forma financial
statements of the registrant are filed as an exhibit hereto:
EXHIBIT 99.5 - UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS OF COMPDENT CORPORATION AS OF AND FOR THE THREE MONTHS ENDED
MARCH 31, 1996 AND FOR THE YEAR ENDED DECEMBER 31, 1995
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31,
1996
Unaudited Pro Forma Condensed Consolidated Statement of Income for the
three months ended March 31, 1996
Unaudited Pro Forma Condensed Consolidated Statement of Income for the
year ended December 31, 1995
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
(C) EXHIBITS.
99.1 Financial Statements of Dental Care Plus Management, Corp. as
of and for the years ended December 31, 1995 and 1994.
99.2 Financial Statements of I.H.C.S., Inc. as of and for the years
ended December 31, 1995 and 1994.
99.3 Financial Statements of Dental Care Plus Management, Corp. as
of March 31, 1996 and for the three months ended March 31, 1996 and
1995.
99.4 Financial Statements of I.H.C.S. as of March 31, 1996 and for
the three months ended March 31, 1996 and 1995.
3
<PAGE> 4
99.5 Unaudited Pro Forma Condensed Consolidated Financial Statements
of CompDent Corporation as of and for the three months ended March
31, 1996 and for the year ended December 31, 1995.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COMPDENT CORPORATION
Date: July 26, 1996 By: /s/ Sharon S. Graham
-------------------------------------
Sharon S. Graham, DBA, CFA, Treasurer
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page No.
- ------- ----------- ----------
<S> <C> <C>
99.1 Financial Statements of Dental Care Plus
Management, Corp. as of and for the years ended
December 31, 1995 and 1994, incorporated herein
by reference to Exhibit 99.1 to the Registrant's
Amendment No. 1 to Form 8-K filed with the
Commission July 22, 1996 (File No. 000-26090).
99.2 Financial Statements of I.H.C.S., Inc. as of and
for the years ended December 31, 1995 and 1994,
incorporated herein by reference to Exhibit 99.1
to the Registrant's Amendment No. 1 to Form 8-K
filed with the Commission July 22, 1996 (File
No. 000-26090).
99.3 Financial Statements of Dental Care Plus
Management, Corp. as of March 31, 1996 and for the
three months ended March 31, 1996 and 1995
99.4 Financial Statements of I.H.C.S. as of March 31,
1996 and for the three months ended March 31, 1996
and 1995
99.5 Unaudited Pro Forma Condensed Consolidated
Financial Statements of CompDent Corporation as of
and for the three months ended March 31, 1996 and
for the year ended December 31, 1995, incorporated
herein by reference to Exhibit 99.1 to the
Registrant's Amendment No. 1 to Form 8-K filed with
the Commission July 22, 1996 (File No. 000-26090).
</TABLE>
<PAGE> 1
EXHIBIT 99.3
DENTAL CARE PLUS MANAGEMENT, CORP.
Balance Sheet
March 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ (321,563)
Premiums receivable 648,535
Prepaid expenses 40,673
Other receivables 85,605
Income taxes receivable 104,500
----------
Total current assets 557,750
----------
Property and equipment, net of accumulated depreciation 329,416
Intangibles, net of accumulated amortization 114,000
Other assets 58,947
----------
$1,060,113
==========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current portion of notes payable $ 404,701
Short-term borrowings 100,000
Claims payable
Accounts payable 305,397
Accrued expenses 209,302
Due to affiliates 777,907
----------
Total current liabilities 1,797,307
----------
Shareholders' equity:
Common stock 1,000
Additional paid-in capital 250,000
Retained earnings (deficit) (988,194)
----------
Total shareholders' equity (deficit) (737,194)
----------
$1,060,113
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 2
DENTAL CARE PLUS MANAGEMENT, CORP.
Statements of Operations
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
---------- ---------
<S> <C> <C>
Revenues:
Premiums $ 195,767 1,191,123
Administrative fees 553,149 506,202
Administrative and other fees from affiliates 1,622,317 990,873
---------- ---------
Total revenue 2,371,233 2,688,198
---------- ---------
Expenses:
Selling, general, and administrative 1,806,955 1,223,224
Administrative and other expenses to affiliates 917,329 937,529
Professional services 405,061
Depreciation and amortization 44,979 80,410
Interest 15,234 9,434
---------- ---------
Total expenses 2,784,497 2,655,658
---------- ---------
Income (loss) before income taxes (413,264) 32,540
Income tax expense - 12,492
---------- ---------
Net income (loss) $ (413,264) 20,048
========== =========
Earnings (loss) per share $ (413.26) 20.05
========== =========
Weighted average common shares outstanding 1,000 1,000
========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 3
DENTAL CARE PLUS MANAGEMENT, CORP.
Statements of Cash Flows
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
--------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(413,264) 20,048
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 44,979 80,410
Deferred tax expense 83,879
Changes in assets and liabilities:
Premiums receivable (606,259) 27,742
Other receivables (12,348) (30,220)
Prepaid expenses 196,980 (34,093)
Other assets (22,902) (43,814)
Income taxes payable (29,414)
Accounts payable 12,172 (3,116)
Accrued expenses 97,795 61,040
Claims payable (55,000)
Due from/to affiliates 674,048 8,035
--------- -------
Net cash provided by (used in) operating activities (28,799) 85,497
---------- -------
Net cash used in investing activities--acquisition of property
and equipment (26,486) (56,309)
--------- -------
Net cash used in financing activities--repayment of
notes payable (309,108) (81,013)
--------- -------
Decrease in cash and cash equivalents (364,393) (51,825)
Cash and cash equivalents, beginning of period 42,830 311,525
--------- -------
Cash and cash equivalents, end of period $(321,563) 259,700
========= =======
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 15,234 9,434
========= =======
Income taxes $ 0 41,906
========= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
DENTAL CARE PLUS MANAGEMENT, CORP.
Notes to Financial Statements
March 31, 1996
1. BASIS OF PRESENTATION
The unaudited balance sheet as of March 31, 1996 and the unaudited statements
of operations and cash flows for the three months ended March 31, 1996 and
1995, in the opinion of management, have been prepared on the same basis as the
audited financial statements and include all significant adjustments,
consisting of normal recurring adjustments, necessary for the fair presentation
of the results of the interim periods. The data disclosed in these notes to
the financial statements for these periods are also unaudited. The financial
statements and notes thereto should be read in conjunction with the financial
statements and notes thereto as of December 31, 1995 and 1994, and the years
then ended. Operating results of Dental Care Plus Management, Corp. for the
three months ended March 31, 1996 and 1995, are not necessarily indicative of
the results that may be expected for the entire years ending December 31, 1996
and 1995, respectively.
2. SUBSEQUENT EVENT
On May 8, 1996, Dental Care Plus Management, Corp. and its affiliate,
I.H.C.S., Inc. were sold to CompDent Corporation for aggregate consideration of
approximately $38 million.
<PAGE> 1
EXHIBIT 99.4
I.H.C.S., INC.
Balance Sheet
March 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 300,129
Premiums receivable 722,886
Due from affiliates 531,158
----------
Total current assets 1,554,173
Investments 177,279
----------
$1,731,452
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term bank debt $ 100,000
Claims payable 220,487
Due to affiliates 202,725
Accounts payable 12,913
Accrued expenses 338,101
Income taxes payable 44,902
Unearned premiums 54,736
----------
Total current liabilities 973,864
----------
Subordinated debt 59,063
----------
Shareholders' equity:
Common stock 100,000
Retained earnings 598,525
----------
Total shareholders' equity 698,525
----------
$1,731,452
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 2
I.H.C.S., INC.
Statements of Operations
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Revenues:
Premiums $3,228,115 2,045,162
Investment income, net 2,069 3,077
---------- ---------
Total revenue 3,230,184 2,048,239
---------- ---------
Expenses:
Selling, general, and administrative 100,575 31,802
Administrative and other expenses to affiliate 968,434 409,187
Professional services 2,044,951 1,556,015
Depreciation 900
Interest 3,360 6,056
---------- ---------
Total expenses 3,117,320 2,003,960
---------- ---------
Income before income taxes 112,864 44,279
Income tax expense 45,294 -
---------- ---------
Net income $ 67,570 44,279
========== =========
Earnings per share $ 67.57 44.28
========== =========
Weighted average common shares outstanding 1,000 1,000
========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 3
I.H.C.S., INC.
Statements of Cash Flows
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
--------- --------
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 67,570 44,279
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Unrealized appreciation in investments (5,905)
Depreciation 900
Non-cash interest on subordinated debt 1,246 1,233
Changes in assets and liabilities:
Premiums receivable (154,375) 8,609
Prepaid expenses (2,179)
Other assets 15,851 2,971
Accounts payable 12,913 -
Accrued expenses 13,015 102,588
Income taxes payable 44,902 (4,432)
Unearned revenue 24,088 (36,784)
Due from/to affiliates (462,955) (5,013)
--------- --------
Net cash provided by (used in) operating activities (437,745) 106,267
--------- --------
Net cash used in financing activities--repayment of
short-term bank debt - (119,215)
--------- --------
Decrease in cash and cash equivalents (437,745) (12,948)
Cash and cash equivalents, beginning of period 737,874 102,346
--------- --------
Cash and cash equivalents, end of period $ 300,129 89,398
========= ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 2,114 6,056
========= ========
Income taxes $ 392 -
========= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
I.H.C.S., INC.
Notes to Financial Statements
March 31, 1996
1. BASIS OF PRESENTATION
The unaudited balance sheet as of March 31, 1996 and the unaudited statements
of operations and cash flows for the three months ended March 31, 1996 and
1995, in the opinion of management, have been prepared on the same basis as the
audited financial statements and include all significant adjustments,
consisting of normal recurring adjustments, necessary for the fair presentation
of the results of the interim periods. The data disclosed in these notes to
the financial statements for these periods are also unaudited. The financial
statements and notes thereto should be read in conjunction with the financial
statements and notes thereto as of December 31, 1995 and 1994, and the years
then ended. Operating results of I.H.C.S., Inc. for the three months ended
March 31, 1996 and 1995, are not necessarily indicative of the results that may
be expected for the entire years ending December 31, 1996 and 1996,
respectively.
2. SUBSEQUENT EVENT
On May 8, 1996, I.H.C.S., Inc. and its affiliate, Dental Care Plus
Management, Corp., were sold to CompDent Corporation for aggregate
consideration of approximately $38 million.
