-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FACCsFHJWLEIpl5ExmqjNWhJW2fvKRpcJt6xBYnoEiFXJE0n8PvvOuvLZnwxfdAn IEQ6ccZ4chLZ7bc2FFjaLQ== 0000893220-02-001056.txt : 20020819 0000893220-02-001056.hdr.sgml : 20020819 20020819151502 ACCESSION NUMBER: 0000893220-02-001056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020819 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALANCED CARE CORP CENTRAL INDEX KEY: 0001024096 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 251761898 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13845 FILM NUMBER: 02742449 BUSINESS ADDRESS: STREET 1: 1215 MANOR DR CITY: MECHANICSBURG STATE: PA ZIP: 17055 BUSINESS PHONE: 7177966100 MAIL ADDRESS: STREET 1: 1215 MANOR DR CITY: MECHANICSBURG STATE: PA ZIP: 17055 8-K 1 w63378e8vk.txt FORM 8-K BALANCED CARE CORPORATION 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 Date of Report (Date of earliest event reported): August 19, 2002 Balanced Care Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-13845 25-1761898 - ---------------------------- -------------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1215 Manor Drive, Mechanicsburg, PA 17055 ------------------------------------------ ------------ (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (717) 796-6100 Item 5. Other Events. Balanced Care Corporation (the "Company") announced today that it has completed its merger with IPBC Acquisition Corp. ("Acquisition"). The Company's stockholders approved the agreement and plan of merger at a special meeting held on August 19, 2002. Under the terms of the merger agreement, Acquisition acquired all of the issued and outstanding shares of common stock of the Company not currently owned by IPC Advisors S.a.r.l. ("IPC"), owner of approximately 53% of the Company's issued and outstanding common stock prior to the merger, for cash in the amount of $0.25 per share. Pursuant to merger agreement, Acquisition was merged with and into the Company, and the Company survived as a subsidiary of IPC. As a result of the merger, the Company will no longer be listed on The American Stock Exchange and will cease to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. The press release, dated August 19, 2002, issued by the Company with respect to the closing of the merger described herein is attached hereto as Exhibit 99.1 and is hereby incorporated herein by reference in its entirety. The foregoing description is qualified in its entirety by reference to the complete text of the press release as set forth in Exhibit 99.1. Item 7. Financial Statements and Exhibits. (a) Not applicable (b) Not applicable (c) Exhibits Exhibit 99.1 Press Release dated August 19, 2002. 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. BALANCED CARE CORPORATION By: /s/ Richard D. Richardson ---------------------------------- Name: Richard D. Richardson Title: Interim Chief Executive Officer Dated: August 19, 2002 Page 3 of 5 pages. Exhibit Index on page 5. EXHIBIT INDEX ------------- Exhibit 99.1 Press Release dated August 19, 2002. Page 4 of 5 pages. Exhibit Index on page 5. EX-99.1 3 w63378exv99w1.txt PRESS RELEASE DATED AUGUST 19, 2002 Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: RICHARD RICHARDSON, INTERIM CEO ROBERT SUTTON, SENIOR VP (717) 796-6100 BALANCED CARE COMPLETES MERGER WITH IPBC ACQUISITION CORP. Mechanicsburg, PA, August 19, 2002----Balanced Care Corporation (AMEX:BAL) announced today that it has completed its merger with IPBC Acquisition Corp. ("Acquisition"). The Company's stockholders approved the agreement and plan of merger at a special meeting held on August 19, 2002. Under the terms of the merger agreement, Acquisition acquired all of the issued and outstanding shares of common stock of the Company not currently owned by IPC Advisors S.a.r.l. ("IPC"), owner of approximately 53% of the Company's issued and outstanding common stock prior to the merger, for cash in the amount of $0.25 per share. Pursuant to the merger agreement, Acquisition was merged with and into the Company, and the Company survived as a subsidiary of IPC. As a result of the merger, the Company will no longer be listed on The American Stock Exchange and will cease to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. Balanced Care currently operates 53 facilities with system-wide capacity of 3,687 residents. The Company utilizes assisted living facilities as the primary service platform to provide an array of health care and hospitality services, including preventive care and wellness, Alzheimer's/dementia care and, in certain markets, extended care services. Except for the historical information contained in the press release, the matters discussed herein contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from expectations. These include risks associated with, among other things, substantial debt and operating lease payment obligations, managing rapid expansion, the need for additional financing, the possibility of rising interest rates, securing necessary licensing and permits, construction delays, cost increases on new construction and increased competition. These and other risks are set forth in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2001 and other reports subsequently filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----