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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
November 18, 1996
Date of Report (Date of Earliest Event Reported)
AHI Healthcare Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-26818 95-4556968
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) Number)
12620 Erickson Avenue, Suite A
Downey, California 90241 90241
(Address of Principal Executive Offices) (Zip Code)
(310) 803-5333
(Registrant's Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
Not applicable.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable.
Item 5. Other Events.
AHI Healthcare Systems, Inc. ("AHI"), FPA Medical Management, Inc.
("FPA"), and the directors of AHI (the "AHI Directors") have been named as
defendants in a class action lawsuit filed by Joshua Chopp in the Delaware
Court of Chancery on November 12, 1996. The lawsuit alleges (a) that the AHI
Directors breached their fiduciary duties to the plaintiff and the members of
the class by, among other things, approving the agreement and plan of merger
between AHI and FPA without undertaking steps to accurately ascertain AHI's
market value, (b) that the "intrinsic value" of AHI's stock is higher than that
which AHI's shareholders will receive in the merger, and (c) that the AHI
Directors are seeking to effect the merger in order to achieve a substantial
return on their original investment in AHI, notwithstanding the substantial
loss that allegedly will be suffered by the public shareholders because of the
merger. The suit further alleges that FPA knowingly aided and abetted the AHI
Directors' breaches of fiduciary duty. The plaintiff seeks, on behalf of all
common stockholders, injunctive relief in the form of enjoinment of the merger
as well as rescissory and compensatory damages.
AHI believes the merger is in the best interests of its shareholders
and is supported by a thorough analysis by its Board of Directors and a fairness
opinion of AHI's investment bank.
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AHI further believes the suit is without merit and intends to pursue a vigorous
defense.
Item 6. Resignations of Registrant's Directors.
Not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Not applicable.
Item 8. Change in Fiscal Year.
Not applicable.
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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.
AHI HEALTHCARE SYSTEMS, INC.
Date: November 18, 1996 By:/s/ H.R. Brereton Barlow
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Chief Financial Officer and
Senior Vice President
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