================================================================================
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
January 7, 2002
Date of Report (Date of earliest event reported)
GENTIVA HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-15669 36-433-5801
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
3 Huntington Quadrangle 2S, Melville, New York 11747-8943
(Address of principal executive offices)
(631) 501-7000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
================================================================================
Item 5. Other events.
On January 2, 2002, Gentiva Health Services, Inc. ("Gentiva") announced it
had entered into a definitive agreement with Accredo Health, Incorporated to
sell the assets and business of Gentiva's specialty pharmaceutical services for
$415 million in cash and stock consideration, subject to certain conditions. The
consideration will be subject to certain adjustments based on the closing net
book value for the specialty pharmaceutical services business. The actual number
of shares of stock consideration will be determined by dividing the amount of
stock consideration by the twenty-day average trading price of Accredo Health
stock prior to closing, unless such trading price is less than $31 or more than
$41, in which case the average trading price will be deemed to be $31 or $41, as
applicable, for purposes of the calculation.
On January 2, 2002 Gentiva issued the press release attached as Exhibit 99
hereto and incorporated by reference herein.
Item 7. Exhibits.
(c) Exhibits. The following exhibit is filed herewith:
Exhibit No. Description
(99) Press Release dated January 2, 2002
SIGNATURES
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 thereunto duly authorized.
Dated: January 7, 2002
GENTIVA HEALTH SERVICES, INC.
By: /s/ Patricia C. Ma
--------------------------------------------
Patricia C. Ma
Senior Vice President, General Counsel
and Secretary
Exhibit 99
--------------------------------------------------------------------------------
Press Release
Contact: Michael Johns
Vice President, Communications
Gentiva Health Services
3 Huntington Quadrangle, 2S
Melville, NY 11747
(631) 501-7442
michael.johns@gentiva.com
Investor Contact: John J. Collura
Executive Vice President, Chief
Financial Officer and Treasurer
Gentiva Health Services
(631) 501-7437
FOR IMMEDIATE RELEASE
Gentiva Health Services Announces Agreement to Sell its
Specialty Pharmaceutical Services Business
Melville, N.Y., January 2, 2002 -- Gentiva Health Services (Nasdaq: GTIV),
the nation's leading provider of home health care and specialty pharmaceutical
services, today announced that it has entered into a definitive agreement with
Accredo Health, Inc. (Nasdaq: ACDO) to sell the assets and business of Gentiva's
specialty pharmaceutical services for approximately $415 million in cash and
stock consideration, subject to certain conditions. The board of directors for
each of the companies has approved the proposed transaction. The transaction
remains subject to both companies' shareholder approval and regulatory
approvals. Subject to the satisfaction of these conditions, the transaction is
estimated to close in April 2002.
The consideration to be paid by Accredo for Gentiva's specialty
pharmaceutical net assets will be 50 percent in Accredo common stock and 50
percent in cash. Gentiva currently intends that substantially all of the
proceeds will be distributed to Gentiva shareholders shortly following the
closing of the transaction. Further information on the transaction will be
provided in shareholder proxies from the companies, which are anticipated to be
delivered to shareholders in the first quarter of 2002.
"The aligning of Gentiva's specialty pharmaceutical services business with
Accredo creates a specialty pharmaceutical distribution capability with
tremendous future
opportunities," said Edward A. Bleechschmidt, Gentiva's chairman, president and
chief executive officer. "At the same time, this transaction creates enhanced
focus on our core home health business, where we maintain our industry
leadership position as the only true national provider."
After consummation of the transaction and following the distribution of
proceeds, Gentiva will have no debt and a cash balance of $60 million to $80
million. Revenue from Gentiva's continuing home health operations for 2001 is
expected to be approximately $720 million.
Gentiva will provide further details regarding this agreement on a
conference call scheduled for tomorrow, January 3, 2002, at 11:00 a.m. Eastern
Standard Time. To participate in the call from the United States or Canada,
phone (888) 276-9995. To participate in the call from outside the United States
or Canada, phone (612) 288-0329.
Gentiva Health Services (Nasdaq: GTIV), a Fortune 1000 company, is the
nation's leading provider of home health care and specialty pharmaceutical
services. With more than 300 locations in the United States, the company had
approximately $1.5 billion in 2000 net revenues. For more information, visit
Gentiva's Web site, "http://www.gentiva.com".
--end--
Information contained in this news release, other than historical
information, should be considered forward-looking, and is subject to various
risk factors and uncertainties. For instance, the company's strategies and
operations involve risks of competition, changing market conditions, changes in
laws and regulations affecting its industries and numerous other factors
discussed in this release and in the company's filings with the Securities and
Exchange Commission. Accordingly, actual results may differ materially from
those anticipated in any forward-looking statements.
--------------------------------------------------------------------------------