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_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
FORM 10-K
[/] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year ended September 30, 1994
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 1-6639
CHARTER MEDICAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 58-1076937
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3414 Peachtree Road, N.E.
Suite 1400
Atlanta, Georgia 30326
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 841-9200
See Table of Additional Registrants below.
___________
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock ($0.25 par value) American Stock Exchange
11.25% Series A Senior Subordinated Notes
due 2004 American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
___________
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes / No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant at November 30, 1994 was approximately $605 million.
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes / No
The number of shares of the Registrant's Common Stock outstanding as of
November 30, 1994 was 26,909,259.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Registrant's Proxy
Statement for the annual meeting of stockholders (which Proxy Statement will
be filed with the Securities and Exchange Commission on or before January 28,
1995) are incorporated by reference in Part III hereof.
_______________________________________________________________________________
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
Ambulatory Resources, Inc. Georgia 58-1456102 3414 Peachtree Rd., N.E., Suite 1400
Atlanta, GA 30326
(404) 841-9200
Atlanta MOB, Inc. Georgia 58-1558215 3414 Peachtree Rd., N.E., Suite 1400
Atlanta, GA 30326
(404) 841-9200
Beltway Community Hospital, Texas 58-1324281 3414 Peachtree Rd., N.E., Suite 1400
Inc. Atlanta, GA 30326
(404) 841-9200
C.A.C.O. Services, Inc. Ohio 58-1751511 3414 Peachtree Rd., N.E., Suite 1400
Atlanta, GA 30326
(404) 841-9200
CCM, Inc. Nevada 58-1662418 3414 Peachtree Rd., N.E., Suite 1400
Atlanta, GA 30326
(404) 841-9200
CMCI, Inc. Nevada 88-0224620 1061 East Flamingo Road
Suite One
Las Vegas, NV 89119
(702) 737-0282
CMFC, Inc. Nevada 88-0215629 1061 East Flamingo Road
Suite One
Las Vegas, NV 89119
(702) 737-0282
CMSF, Inc. Florida 58-1324269 3550 Colonial Boulevard
Fort Myers, FL 33912
(813) 939-0403
CPS Associates, Inc. Virginia 58-1761039 3414 Peachtree Rd., N.E., Suite 1400
Atlanta, GA 30326
(404) 841-9200
Charter Alvarado Behavioral California 58-1394959 7050 Parkway Drive
Health System, Inc. La Mesa, CA 91942-2352
(619) 465-4411
Charter Appalachian Hall North Carolina 58-2097827 60 Caledonia Road
Behavioral Health System, Inc. Asheville, NC 28803
(704) 253-3681
-i-
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
Charter Augusta Behavioral Georgia 58-1615676 3100 Perimeter Parkway
Health System, Inc. Augusta, GA 30909
(404) 868-6625
Charter Arbor Indy Indiana 35-1916340 3414 Peachtree Rd., N.E., Suite 1400
Behavioral Health System, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Bay Harbor Behavioral Florida 58-1640244 3414 Peachtree Rd., N.E., Suite 1400
Health System, Inc. Atlanta, Georgia 30326
(404) 841-9200
Charter Beacon Behavioral Indiana 58-1524996 1720 Beacon Street
Health System, Inc. Fort Wayne, IN 46805
(219) 423-3651
Charter Behavioral Health System New Jersey 58-2097832 19 Prospect Street
at Fair Oaks, Inc. Summit, NJ 07901
(908) 277-9102
Charter Behavioral Health System Maryland 52-1866212 522 Thomas Run Road
at Hidden Brook, Inc. Bel Air, MD 21014
(410) 879-1919
Charter Behavioral Health System California 33-0606642 3414 Peachtree Rd., N.E., Suite 1400
at Los Altos, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Behavioral Health System Maryland 52-1866221 14901 Broschart Road
at Potomac Ridge, Inc. Rockville, MD 20850
(301) 251-4500
Charter Behavioral Health System Maryland 52-1866214 3680 Warwick Road, Route 1
at Warwick Manor, Inc. East New Market, MD 21631
(410) 943-8108
Charter Behavioral Health System Georgia 58-1513304 240 Mitchell Bridge Road
of Athens, Inc. Athens, GA 30606
(404) 546-7277
Charter Behavioral Health System Texas 58-1440665 8402 Cross Park Drive
of Austin, Inc. Austin, TX 78754
(512) 837-1800
Charter Behavioral Health System Texas 76-0430571 709 Medical Center Boulevard
of Baywood, Inc. Webster, TX 77598
(713) 332-9550
-ii-
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
Charter Behavioral Health System Florida 58-1527678 1324 37th Avenue, E.
of Bradenton, Inc. Bradenton, FL 34208
(813) 746-1388
Charter Behavioral Health System California 95-4470774 3414 Peachtree Rd., N.E., Suite 1400
of Canoga Park, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Behavioral Health System Georgia 58-1408670 3500 Riverside Drive
of Central Georgia, Inc. Macon, GA 31210
(912) 474-6200
Charter Behavioral Health System South Carolina 58-1761157 2777 Speissegger Drive
of Charleston, Inc. Charleston, SC 29405-8299
(803) 747-5830
Charter Behavioral Health System Virginia 58-1616917 2101 Arlington Boulevard
of Charlottesville, Inc. Charlottesville, VA
22903-1593
(804) 977-1120
Charter Behavioral Health System Illinois 58-1315760 4700 North Clarendon Avenue
of Chicago, Inc. Chicago, IL 60640
(312) 728-7100
Charter Behavioral Health System California 58-1473063 3414 Peachtree Rd., N.E., Suite 1400
of Chula Vista, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Behavioral Health System Missouri 61-1009977 200 Portland Street
of Columbia, Inc. Columbia, MO 65201
(314) 876-8000
Charter Behavioral Health System Texas 58-1513305 3126 Rodd Field Road
of Corpus Christi, Inc. Corpus Christi, TX 78414
(512) 993-8893
Charter Behavioral Health System Texas 58-1513306 6800 Preston Road
of Dallas, Inc. Plano, TX 75024
(214) 964-3939
Charter Behavioral Health System Indiana 35-1916338 7200 East Indiana
of Evansville, Inc. Evansville, IN 47715
(812) 476-7200
-iii-
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
Charter Behavioral Health System Texas 58-1643151 6201 Overton Ridge Blvd.
of Fort Worth, Inc. Fort Worth, TX 76132
(817) 292-6844
Charter Behavioral Health System Mississippi 58-1616919 East Lakeland Drive
of Jackson, Inc. Jackson, MS 39208
(601) 939-9030
Charter Behavioral Health System Florida 58-1483015 3947 Salisbury Road
of Jacksonville, Inc. Jacksonville, FL 32216
(904) 296-2447
Charter Behavioral Health System Indiana 35-1916342 3414 Peachtree Rd., N.E., Suite 1400
of Jefferson, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Behavioral Health System Kansas 58-1603154 8000 West 127th Street
of Kansas City, Inc. Overland Park, KS 66213
(913) 897-4999
Charter Behavioral Health System Louisiana 72-0686492 310 Youngsville Highway
of Lafayettte, Inc. Lafayette, LA 70508
(317) 448-6999
Charter Behavioral Health System Louisiana 62-1152811 4250 Fifth Avenue, South
of Lake Charles, Inc. Lake Charles, LA 70605
(318) 474-6133
Charter Behavioral Health System California 33-0606647 3414 Peachtree Rd., N.E., Suite 1400
of Lakewood, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Behavioral Health System Indiana 35-1916343 3714 S. Franklin Street
of Michigan City, Inc. Michigan City, IN 46360
(219) 872-0531
Charter Behavioral Health System Alabama 58-1569921 5800 Southland Drive
of Mobile, Inc. Mobile, AL 36609
(205) 661-3001
Charter Behavioral Health System New Hampshire 02-0470752 29 Northwest Boulevard
of Nashua, Inc. Nashua, NH 03063
(603) 886-5000
Charter Behavioral Health System Nevada 58-1321317 7000 West Spring Mountain Rd.
of Nevada, Inc. Las Vegas, NV 89117
(702) 876-4357
-iv-
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
Charter Behavioral Health System New Mexico 58-1479480 5901 Zuni Road, SE
of New Mexico, Inc. Albuquerque, NM 87108
(505) 265-8800
Charter Behavioral Health System California 58-1857277 101 Cirby Hills Drive
of Northern California, Inc. Roseville, CA 95678
(916) 969-4666
Charter Behavioral Health System Arkansas 58-1449455 4253 Crossover Road
of Northwest Arkansas, Inc. Fayetteville, AR 72703
(501) 521-5731
Charter Behavioral Health System Indiana 58-1603160 101 West 61st Avenue
of Northwest Indiana, Inc. State Road 51
Hobart, IN 46342
(219) 947-4464
Charter Behavioral Health System Kentucky 61-1006115 435 Berger Road
of Paducah, Inc. Paducah, KY 42002-7609
(502) 444-0444
Charter Behavioral Health System Illinois 36-3946945 3414 Peachtree Rd., N.E., Suite 1400
of Rockford, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Behavioral Health System California 58-1747020 455 Silicon Valley Boulevard
of San Jose, Inc. San Jose, CA 95138
(408) 224-2020
Charter Behavioral Health System Georgia 58-1750583 1150 Cornell Avenue
of Savannah, Inc. Savannah, GA 31406
(912) 354-3911
Charter Behavioral Health System California 58-1366605 3414 Peachtree Rd., N.E., Suite 1400
of Southern California, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Behavioral Health System Florida 58-1616916 4004 North Riverside Drive
of Tampa Bay, Inc. Tampa, FL 33603
(813) 238-8671
Charter Behavioral Health System Arkansas 71-0752815 801 Arkansas Boulevard
of Texarkana, Inc. Texarkana, AR 75502
(501) 773-3131
Charter Behavioral Health System California 95-2685883 2055 Kellogg Drive
of the Inland Empire, Inc. Corona, CA 91719
(714) 735-2910
-v-
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
Charter Behavioral Health System Ohio 58-1731068 1725 Timberline Road
of Toledo, Inc. Maumee, Ohio 43537
(419) 891-9333
Charter Behavioral Health System Arizona 86-0757462 7220 E. Rosewood Street
of Tucson, Inc. Tucson, AZ 85710
(602) 296-2828
Charter Behavioral Health System North Carolina 56-1050502 3637 Old Vineyard Road
of Winston-Salem, Inc. Winston-Salem, NC 27104
(919) 768-7710
Charter Behavioral Health System Virginia 54-1703071 3414 Peachtree Rd., N.E., Suite 1400
of Virginia Beach, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Behavioral Health System California 33-0606644 1100 S. Akers
of Visalia, Inc. Visalia, CA 93277
(209) 627-3301
Charter Behavioral Health System Minnesota 41-1775626 109 North Shore Drive
of Waverly, Inc. Waverly, MN 55390
(612) 658-4811
Charter Behavioral Health System California 33-0606646 3414 Peachtree Rd., N.E., Suite 1400
of Yorba Linda, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Behavioral Health Georgia 58-1900736 3414 Peachtree Rd., N.E., Suite 1400
Systems of Atlanta, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Brawner Behavioral Georgia 58-0979827 3414 Peachtree Rd., N.E., Suite 1400
Health System, Inc. Atlanta, GA 30326
(404) 841-9200
Charter By-The-Sea Georgia 58-1351301 2927 Demere Road
Behavioral Health System, Inc. St. Simons Island, GA 31522
(912) 638-1999
Charter Canyon Behavioral Health Utah 58-1557925 175 West 7200 South
System, Inc. Midvale, UT 84047
(801) 561-8181
Charter Canyon Springs California 33-0606640 69696 Ramon Road
Behavioral Health System, Inc. Cathedral City, CA 92234
(619) 321-2000
-vi-
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
Charter Centennial Peaks Colorado 58-1761037 3414 Peachtree Rd., N.E., Suite 1400
Behavioral Health System, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Colonial Institute, Virginia 58-1492652 3414 Peachtree Rd., N.E., Suite 1400
Inc. Atlanta, GA 30326
(404) 841-9200
Charter Community Hospital, California 58-1398708 21530 South Pioneer Boulevard
Inc. Hawaiian Gardens, CA 90716
(310) 860-0401
Charter Community Hospital Iowa 58-1523702 3414 Peachtree Rd., N.E., Suite 1400
of Des Moines, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Contract Services, Inc. Georgia 58-2100699 3414 Peachtree Rd., N.E., Suite 1400
Atlanta, GA 30326
(404) 841-9200
Charter Cove Forge Behavioral Pennsylvania 25-1730464 New Beginnings Road
Health System, Inc. Williamsburg, PA 16693
(814) 832-2121
Charter Crescent Pines Behavioral Georgia 58-1249663 3414 Peachtree Rd., N.E., Suite 1400
Health System, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Fairbridge Maryland 52-1866218 14907 Broschart Road
Behavioral Health System, Inc. Rockville, MD 20850
(301) 251-4565
Charter Fairmount Behavioral Pennsylvania 58-1616921 561 Fairthorne Avenue
Health System, Inc. Philadelphia, PA 19128
(215) 487-4000
Charter Fenwick Hall South Carolina 57-0995766 3414 Peachtree Rd., N.E., Suite 1400
Behavioral Health System, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Financial Offices, Inc. Georgia 58-1527680 3414 Peachtree Rd., N.E., Suite 1400
Atlanta, GA 30326
(404) 841-9200
Charter Forest Behavioral Louisiana 58-1508454 9320 Linwood Avenue
Health System, Inc. Shreveport, LA 71106
(318) 688-3930
-vii-
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
Charter Grapevine Behavioral Texas 58-1818492 2300 William D. Tate Ave.
Health System, Inc. Grapevine, TX 76051
(817) 481-1900
Charter Greensboro Behavioral North Carolina 58-1335184 700 Walter Reed Drive
Health System, Inc. Greensboro, NC 27403
(919) 852-4821
Charter Health Management Texas 58-2025056 3414 Peachtree Rd., N.E., Suite 1400
of Texas, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Hospital of Ohio 58-1598899 3414 Peachtree Rd., N.E., Suite 1400
Columbus, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Hospital of Denver, Colorado 58-1662413 3414 Peachtree Rd., N.E., Suite 1400
Inc. Atlanta, GA 30326
(404) 841-9200
Charter Hospital of Ft. Collins, Colorado 58-1768534 3414 Peachtree Rd., N.E., Suite 1400
Inc. Atlanta, GA 30326
(404) 841-9200
Charter Hospital of Laredo, Inc. Texas 58-1491620 3414 Peachtree Rd., N.E., Suite 1400
Atlanta, GA 30326
(404) 841-9200
Charter Hospital of Miami, Florida 61-1061599 11100 N.W. 27th Street
Inc. Miami, FL 33172
(305) 591-3230
Charter Hospital of Mobile, Alabama 58-1318870 251 Cox Street
Inc. Mobile, AL 36604
(205) 432-4111
Charter Hospital of Northern New Jersey 58-1852138 3414 Peachtree Rd., N.E., Suite 1400
New Jersey, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Hospital of Santa New Mexico 58-1584861 3414 Peachtree Rd., N.E., Suite 1400
Teresa, Inc. Atlanta, GA 30326
(404) 841-9200
-viii-
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
Charter Hospital of St. Louis, Missouri 58-1583760 3414 Peachtree Rd., N.E., Suite 1400
Inc. Atlanta, GA 30326
(404) 841-9200
Charter Hospital of Torrance, California 58-1402481 3414 Peachtree Rd., N.E., Suite 1400
Inc. Atlanta, GA 30326
(404) 841-9200
Charter Indianapolis Behavioral Indiana 58-1674291 5602 Caito Drive
Health System, Inc. Indianapolis, IN 46226
(317) 545-2111
Charter Lafayette Behavioral Indiana 58-1603158 3700 Rome Drive
Health System, Inc. Lafayette, IN 47905
(317) 448-6999
Charter Lakehurst New Jersey 22-3286879 440 Beckerville Road
Behavioral Health System, Inc. Lakehurst, NJ 08733
(908) 657-4800
Charter Lakeside Behavioral Tennessee 62-0892645 2911 Brunswick Road
Health System, Inc. Memphis, TN 38134
(901) 377-4700
Charter Laurel Heights Georgia 58-1558212 3414 Peachtree Rd., N.E., Suite 1400
Behavioral Health System, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Laurel Oaks Behavioral Florida 58-1483014 3414 Peachtree Rd., N.E., Suite 1400
Health System, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Linden Oaks Illinois 36-3943776 852 West Street
Behavioral Health System, Inc. Naperville, IL 60540
(708) 305-5500
Charter Little Rock Behavioral Arkansas 58-1747019 1601 Murphy Drive
Health System, Inc. Maumelle, AR 72113
(501) 851-8700
Charter Louisville Behavioral Kentucky 58-1517503 1405 Browns Lane
Health System, Inc. Louisville, KY 40207
(502) 896-0495
Charter MOB of Virginia 58-1761158 1023 Millmont Avenue
Charlottesville, Inc. Charlottesville, VA 22901
(804) 977-1120
-ix-
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
Charter Meadows Maryland 52-1866216 730 Maryland, Route 3
Behavioral Health System, Inc. Gambrills, MD 21054
(410) 923-6022
Charter Medfield Behavioral Florida 58-1705131 3414 Peachtree Rd., N.E., Suite 1400
Health System, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Medical - California, Georgia 58-1357345 3414 Peachtree Rd., N.E., Suite 1400
Inc. Atlanta, GA 30326
(404) 841-9200
Charter Medical - Clayton Georgia 58-1579404 3414 Peachtree Rd., N.E., Suite 1400
County, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Medical - Cleveland, Texas 58-1448733 3414 Peachtree Rd., N.E., Suite 1400
Inc. Atlanta, GA 30326
(404) 841-9200
Charter Medical - Dallas, Texas 58-1379846 3414 Peachtree Rd., N.E., Suite 1400
Inc. Atlanta, GA 30326
(404) 841-9200
Charter Medical - Long California 58-1366604 6060 Paramount Boulevard
Beach, Inc. Long Beach, CA 90805
(310) 220-1000
Charter Medical - New York, New York 58-1761153 3414 Peachtree Rd., N.E., Suite 1400
Inc. Atlanta, GA 30326
(404) 841-9200
Charter Medical (Cayman Cayman Islands, BWI 58-1841857 Caledonian Bank & Trust
Islands) Swiss Bank Building
Georgetown-Grand Cayman
Cayman Islands
(809) 949-0050
Charter Medical Executive Georgia 58-1538092 3414 Peachtree Rd., N.E., Suite 1400
Corporation Atlanta, GA 30326
(404) 841-9200
Charter Medical Information Georgia 58-1530236 3414 Peachtree Rd., N.E., Suite 1400
Services, Inc. Atlanta, GA 30326
(404) 841-9200
-x-
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
Charter Medical International, Cayman Islands, BWI N/A Caledonian Bank & Trust
Inc. Swiss Bank Building
Georgetown-Grand Cayman
Cayman Islands
(809) 949-0050
Charter Medical International, Nevada 58-1605110 3414 Peachtree Rd., N.E., Suite 1400
S.A., Inc. Atlanta, GA 30326
(404) 841-9200
Charter Medical Management Georgia 58-1195352 3414 Peachtree Rd., N.E., Suite 1400
Company Atlanta, GA 30326
(404) 841-9200
Charter Medical of East Arizona 58-1643158 2190 N. Grace Boulevard
Valley, Inc. Chandler, AZ 85224-2195
(602) 899-8989
Charter Medical of England, Ltd. United Kingdom N/A 111 Kings Road
SW3 4PB
London, England
44-71-351-1272
Charter Medical of Florida, Inc. Florida 58-2100703 3414 Peachtree Rd., N.E., Suite 1400
Atlanta, GA 30326
(404) 841-9200
Charter Medical of North Arizona 58-1643154 6015 W. Peoria Avenue
Phoenix, Inc. Glendale, AZ 85302
(602) 878-7878
Charter Medical of Orange Florida 58-1615673 3414 Peachtree Rd., N.E., Suite 1400
County, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Medical of Puerto Commonwealth of 58-1208667 Caso Building, Suite 1504
Rico, Inc. Puerto Rico 1225 Ponce De Leon Avenue
Santurce, P.R. 00907
(809) 723-8666
Charter Mental Health Florida 58-2100704 3414 Peachtree Rd., N.E., Suite 1400
Options, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Mid-South Behavioral Tennessee 58-1860496 3414 Peachtree Rd., N.E., Suite 1400
Health System, Inc. Atlanta, GA 30326
(404) 841-9200
-xi-
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
Charter Milwaukee Behavioral Wisconsin 58-1790135 11101 West Lincoln Avenue
Health System, Inc. West Allis, WI 53227
(414) 327-3000
Charter Mission Viejo Behavioral California 58-1761156 23228 Madero
Health System, Inc. Mission Viejo, CA 92691
(714) 830-4800
Charter North Behavioral Alaska 58-1474550 2530 DeBarr Road
Health System, Inc. Anchorage, AK 99508-2996
(907) 258-7575
Charter Northbrooke Wisconsin 39-1784461 3414 Peachtree Rd., N.E., Suite 1400
Behavioral Health System, Inc. Atlanta, GA 30326
(404) 841-9200
Charter North Counseling Alaska 58-2067832 2530 DeBarr Road
Center, Inc. Anchorage, AL 99508-2996
(907) 258-7575
Charter Northridge Behavioral North Carolina 58-1463919 400 Newton Road
Health System, Inc. Raleigh, NC 27615
(919) 847-0008
Charter Northside Hospital, Georgia 58-1440656 3414 Peachtree Rd., N.E., Suite 1400
Inc. Atlanta, GA 30326
(404) 841-9200
Charter Oak Behavioral California 58-1334120 1161 East Covina Boulevard
Health System, Inc. Covina, CA 91724
(818) 966-1632
Charter of Alabama, Inc. Alabama 63-0649546 3414 Peachtree Rd., N.E., Suite 1400
Macon, Georgia 31298
(404) 841-9200
Charter Palms Behavioral Texas 58-1416537 1421 E. Jackson Avenue
Health System, Inc. McAllen, TX 78502
(512) 631-5421
Charter Peachford Behavioral Georgia 58-1086165 2151 Peachford Road
Health System, Inc. Atlanta, GA 30338
(404) 455-3200
Charter Pines Behavioral North Carolina 58-1462214 3621 Randolph Road
Health System, Inc. Charlotte, NC 28211
(704) 365-5368
-xii-
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
Charter Plains Behavioral Texas 58-1462211 801 N. Quaker Avenue
Health System, Inc. Lubbock, TX 79416
(806) 744-5505
Charter-Provo School, Inc. Utah 58-1647690 4501 North University Ave.
Provo, UT 84604
(801) 227-2000
Charter Psychiatric Hospitals, Delaware 58-1852072 3414 Peachtree Rd., N.E., Suite 1400
Inc. Atlanta, GA 30326
(404) 841-9200
Charter Real Behavioral Texas 58-1485897 8550 Huebner Road
Health System, Inc. San Antonio, TX 78240
(512) 699-8585
Charter Regional Medical Texas 74-1299623 3414 Peachtree Rd., N.E., Suite 1400
Center, Inc. Atlanta, Georgia 30326
(404) 841-9200
Charter Richmond Behavioral Virginia 58-1761160 3414 Peachtree Rd., N.E., Suite 1400
Health System, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Ridge Behavioral Kentucky 58-1393063 3050 Rio Dosa Drive
Health System, Inc. Lexington, KY 40509
(606) 269-2325
Charter Rivers Behavioral South Carolina 58-1408623 2900 Sunset Boulevard
Health System, Inc. West Columbia, SC 29169
(803) 796-9911
Charter San Diego Behavioral California 58-1669160 11878 Avenue of Industry
Health System, Inc. San Diego, CA 92128
(619) 487-3200
Charter Serenity Lodge Virginia 54-1703066 3414 Peachtree Rd., N.E., Suite 1400
Behavioral Health System, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Sioux Falls Behavioral South Dakota 58-1674278 2812 South Louise Avenue
Health System, Inc. Sioux Falls, SD 57106
(605) 361-8111
Charter South Bend Behavioral Indiana 58-1674287 6704 North Main Street
Health System, Inc. Granger, IN 46530
(219) 272-9799
-xiii-
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
Charter Springs Behavioral Florida 58-1517461 3130 S.W. 27th Avenue
Health System, Inc. Ocala, FL 32674
(904) 237-7293
Charter Springwood Virginia 58-2097829 Route 4, Box 50
Behavioral Health System, Inc. Leesburg, VA 22075
(703) 777-0800
Charter Suburban Hospital Texas 75-1161721 3414 Peachtree Rd., N.E., Suite 1400
of Mesquite, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Terre Haute Behavioral Indiana 58-1674293 1400 Crossing Boulevard
Health System, Inc. Terre Haute, IN 47802
(812) 299-4196
Charter Thousand Oaks Behavioral California 58-1731069 150 Via Merida
Health System, Inc. Thousand Oaks, CA 91361
(805) 495-3292
Charter Tidewater Virginia 54-1703069 3414 Peachtree Rd., N.E., Suite 1400
Behavioral Health System, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Treatment Center of Michigan 58-2025057 3414 Peachtree Rd., N.E., Suite 1400
Michigan, Inc. Atlanta, GA 30326
(404) 841-9200
Charter Westbrook Behavioral Virginia 54-0858777 1500 Westbrook Avenue
Health System, Inc. Richmond, VA 23227
(804) 266-9671
Charter White Oak Maryland 52-1866223 Post Office Box 56
Behavioral Health System, Inc. 1441 Taylors Island Road
Woolford, MD 21677
(410) 228-7000
Charter Wichita Behavioral Kansas 58-1634296 8901 East Orme
Health System, Inc. Wichita, KS 67207
(316) 686-5000
Charter Woods Behavioral Alabama 58-1330526 700 Cottonwood Road
Health System, Inc. Dothan, AL 36301
(205) 794-4357
Charter Woods Hospital, Inc. Alabama 58-2102628 3414 Peachtree Rd., N.E., Suite 1400
Atlanta, GA 30326
(404) 841-9200
-xiv-
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
Charterton/LaGrange, Inc. Kentucky 61-0882911 3414 Peachtree Rd., N.E., Suite 1400
Atlanta, GA 30326
(404) 841-9200
Desert Springs Hospital, Inc. Nevada 88-0117696 3414 Peachtree Rd., N.E., Suite 1400
Atlanta, Georgia 30326
(404) 841-9200
Employee Assistance Services, Georgia 58-1501282 3414 Peachtree Rd., N.E., Suite 1400
Inc. Atlanta, GA 30326
(404) 841-9200
Florida Health Facilities, Florida 58-1860493 21808 State Road 54
Inc. Lutz, FL 33549
(813) 948-2441
Gulf Coast EAP Services, Inc. Alabama 58-2101394 3414 Peachtree Rd., N.E., Suite 1400
Atlanta, GA 30326
(404) 841-9200
Gwinnett Immediate Care Georgia 58-1456097 3414 Peachtree Rd., N.E., Suite 1400
Center, Inc. Atlanta, GA 30326
(404) 841-9200
HCS, Inc. Georgia 58-1527679 3414 Peachtree Rd., N.E., Suite 1400
Atlanta, GA 30326
(404) 841-9200
Holcomb Bridge Immediate Georgia 58-1374463 3414 Peachtree Rd., N.E., Suite 1400
Care Center, Inc. Atlanta, GA 30326
(404) 841-9200
Hospital Investors, Inc. Georgia 58-1182191 3414 Peachtree Rd., N.E., Suite 1400
Atlanta, GA 30326
(404) 841-9200
Mandarin Meadows, Inc. Florida 58-1761155 3414 Peachtree Rd., N.E., Suite 1400
Atlanta, GA 30326
(404) 841-9200
Metropolitan Hospital, Inc. Georgia 58-1124268 3414 Peachtree Rd., N.E., Suite 1400
Atlanta, GA 30326
(404) 841-9200
Middle Georgia Hospital, Inc. Georgia 58-1121715 3414 Peachtree Rd., N.E., Suite 1400
Atlanta, GA 30326
(404) 841-9200
-xv-
ADDITIONAL REGISTRANTS(1)
Address including zip code,
State or other and telephone number
Exact name of jurisdiction of I.R.S. Employer including area code,
registrant as specified incorporation Identification of registrant's principal
in its charter or organization Number executive offices
NEPA - Massachusetts, Inc. Massachusetts 58-2116751 #6 Courthouse Lane
Chelmsford, MA 01863
(508) 441-2332
NEPA - New Hampshire, Inc. New Hampshire 58-2116398 29 Northwest Boulevard
Nashua, NH 03063
(603) 886-5000
Pacific-Charter Medical, Inc. California 58-1336537 3414 Peachtree Rd., N.E., Suite 1400
Atlanta, GA 30326
(404) 841-9200
Peachford Professional Georgia 58-2100700 3414 Peachtree Rd., N.E., Suite 1400
Network, Inc. Atlanta, GA 30326
(404) 841-9200
Rivoli, Inc. Georgia 58-1686160 3414 Peachtree Rd., N.E., Suite 1400
Atlanta, GA 30326
(404) 841-9200
Schizophrenia Treatment and Georgia 58-1672912 209 Church Street
Rehabilitation, Inc. Decatur, GA 30030
(404) 377-1986
Shallowford Community Hospital, Georgia 58-1175951 3414 Peachtree Rd., N.E., Suite 1400
Inc. Atlanta, GA 30326
(404) 841-9200
Sistemas De Terapia Georgia 58-1181077 3414 Peachtree Rd., N.E., Suite 1400
Respiratoria, S.A., Inc. Atlanta, GA 30326
(404) 841-9200
Stuart Circle Hospital Virginia 54-0855184 3414 Peachtree Rd., N.E., Suite 1400
Corporation Atlanta, GA 30326
(404) 841-9200
Western Behavioral California 58-1662416 3414 Peachtree Rd., N.E., Suite 1400
Systems, Inc. Atlanta, GA 30326
(404) 841-9200
(1) The Additional Registrants listed are wholly-owned subsidiaries of the Registrant and are guarantors of
the Registrant's 11 1/4% Series A Senior Subordinated Notes due 2004. The Additional Registrants have
been conditionally exempted, pursuant to Section 12(h) of the Securities Exchange Act of 1934, from
filing reports under Section 13 of the Securities Exchange Act of 1934.
-xvi-
CHARTER MEDICAL CORPORATION
ANNUAL REPORT ON FORM 10-K
For the Year Ended September 30, 1994
Table of Contents
Page
PART I
Item 1. Business....................................... I-3
Item 2. Properties..................................... I-18
Item 3. Legal Proceedings.............................. I-18
Item 4. Submission of Matters to a Vote of
Security Holders.............................. I-18
PART II
Item 5. Market Price for Registrant's Common Equity
and Related Stockholder Matters............... II-1
Item 6. Selected Financial Data........................ II-1
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... II-3
Item 8. Financial Statements and Supplementary Data.... II-13
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure........ II-13
PART III
Item 10. Directors and Executive Officers of the
Registrant.................................... III-1
Item 11. Executive Compensation......................... III-1
Item 12. Security Ownership of Certain Beneficial
Owners and Management......................... III-1
Item 13. Certain Relationships and Related Trans-
actions....................................... III-1
PART IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K....................... IV-1
I-2
PART I
Item 1. Business
General
Charter Medical Corporation (the "Company") is a behavioral healthcare
company. As of September 30, 1994, the Company operated 98 acute care
psychiatric hospitals, three residential treatment centers and one physician
outpatient practice with an aggregate capacity of 8,908 licensed beds.
Additionally, 92 of the Company's hospitals operate partial hospitalization
programs, and the Company operates 150 outpatient centers, staffed by mental
health professionals. Between September 30, 1994 and November 30, 1994, the
Company acquired 13 additional facilities. In this report, the Company uses
the term "psychiatric hospitals" or "hospitals" to refer to the 98 facilities
licensed as acute care psychiatric hospitals, the three facilities licensed as
residential treatment centers and the physician outpatient practice. A
residential treatment center offers less intensive and longer stay services
than do acute care psychiatric hospitals.
The Company's business strategy is to develop and operate integrated
behavioral healthcare delivery systems in certain markets in which it
presently operates one or more hospitals and in selected other markets in
which the Company does not presently operate a hospital. The integrated
delivery systems that the Company is developing offer a comprehensive range of
behavioral healthcare services including inpatient treatment, day and partial
hospitalization services, group and individual outpatient treatment, and
residential and other less intensive services. The Company is establishing
such systems by using its hospitals as a base and by arranging for other
services through acquisitions, contracts or affiliations with physicians,
psychologists and other mental health professionals and, in some markets, with
general acute care hospitals and other institutional healthcare providers.
The Company is also developing information systems that will assist in the
integration of the financing and delivery of behavioral healthcare services.
Recent Developments
Acquisition of Hospitals
As of March 29, 1994 the Company entered into two agreements with
National Medical Enterprises, Inc. ("NME") providing for the purchase by the
Company of substantially all of the assets of 36 psychiatric hospitals, eight
chemical-dependency treatment facilities, two residential treatment centers
and one physician outpatient practice, including related outpatient facilities
and other associated assets. Under a consent order that has been
conditionally approved by the Federal Trade Commission, the Company has agreed
not to acquire six of such facilities; the Company and NME subsequently agreed
that the Company will not acquire one facility. The remaining 40 facilities
(the "Acquired Hospitals") have, as of November 30, 1994, been acquired (the
"Acquisition") by subsidiaries of the Company. The purchase price for the
Acquired Hospitals was approximately $120.4 million in cash plus an additional
cash amount of approximately $51 million, subject to adjustment, for the net
working capital of the Acquired Hospitals. The Acquired Hospitals have an
aggregate capacity of 2,873 licensed beds and are located in 19 states. For
their fiscal year ended May 31, 1994, the Acquired Hospitals had net revenue
of approximately $315.1 million.
I-3
On June 30, 1994, the Company completed the purchase of 27 of the
Acquired Hospitals for a cash purchase price of approximately $129.6 million,
which included approximately $39.3 million, subject to adjustment, for the net
working capital of the facilities. On October 31, 1994, the Company completed
the purchase of three additional Acquired Hospitals for a cash purchase price
of approximately $5 million, which included approximately $2.2 million related
to the net working capital of the facilities. On November 30, 1994, the
Company completed the purchase of the remaining ten Acquired Hospitals for a
cash purchase price of approximately $36.8 million, including approximately
$9.5 million related to the net working capital of the ten Acquired
Hospitals. The Company accounted for the Acquisition using the purchase
method of accounting.
Debt Refinancing
In order to finance the Acquisition and to refinance substantially all of
the Company's outstanding long-term debt, on May 2, 1994 the Company entered
into a Second Amended and Restated Credit Agreement with certain financial
institutions for a five-year reducing, revolving credit facility in an
aggregated committed amount of $300 million (the "Revolving Credit Agreement")
and issued $375 million of 11.25% Series A Senior Subordinated Notes which
mature on April 15, 2004 (the "Notes") and are general unsecured obligations
of the Company. (See Note 6 of the Company's Consolidated Financial
Statements.)
Sale of General Hospitals
On September 30, 1993, the Company sold its general hospitals and related
assets to Quorum, Inc., for approximately $338 million. The Company retained
the assets and liabilities relating to these hospitals for professional
liability claims incurred and cost report settlements for periods prior to
September 30, 1993.
For fiscal 1993, the general hospitals had net revenue of approximately
$347 million, a net loss of approximately $15 million, and admissions and
patient days of 39,669 and 205,843, respectively. In 1993, the Company
restated its consolidated financial statements to reflect the sales of the
general hospitals and its interest in a non-hospital subsidiary as
discontinued operations.
Financial Restructuring
In its 1992 fiscal year, the Company completed a restructuring of its
debt and equity capitalization (the "Restructuring") pursuant to a prepackaged
plan of reorganization filed under chapter 11 of the United States Bankruptcy
Code (the "Plan"), which became effective on July 21, 1992. As a result of
the Restructuring, the Company's long-term debt was reduced by approximately
$700 million and its redeemable preferred stock of $233 million was
eliminated. The holders of the debt and preferred stock that were reduced or
eliminated received approximately 97% of the Company's common stock
outstanding on July 21, 1992.
Psychiatric Hospital Operations
The Company's psychiatric hospitals operated on September 30, 1994 are
located in well-populated urban and suburban locations in 31 states and two
I-4
foreign countries. Thirteen of the Company's hospitals are affiliated with
medical schools for residency and other post-graduate teaching programs.
Following are financial and statistical results from operations of
hospitals which are included in the Company's consolidated financial
statements:
Selected Psychiatric Hospital Operating Data
Fiscal Year ended September 30
1990 1991 1992 1993 1994
Number of Psychiatric Hospitals.. 91 80 79 74 101
Bed Capacity:
Licensed Beds.................. 8,124 7,310 7,228 6,902 8,908
Average Licensed Beds.......... 7,660 7,284 7,288 7,145 7,468
Licensed Bed Days................ 2,795,793 2,658,760 2,667,428 2,607,996 2,725,679
Net Revenue (In Thousands)(1).... $893,105 $838,167 $875,776 $853,792 $850,575
Total Patient Days(2)............ 1,768,387 1,494,844 1,430,815 1,373,835 1,383,388
Total Equivalent Patient Days(3). 1,818,634 1,551,180 1,508,716 1,481,221 1,527,855
Net Revenue/Equivalent Patient
Day(3).......................... $491 $540 $580 $576 $557
Admissions....................... 74,254 73,120 81,311 86,794 102,802
Average Length of Stay (Days).... 23.7 20.4 17.8 15.8 13.6
Private Pay and Other Sources/
Gross Revenue(4)................ 74% 70% 65% 56% 49%
Government Programs/Gross
Revenue(4)(5)................... 26% 30% 35% 44% 51%
_____________
(1) Includes inpatient and outpatient revenue.
(2) Provision of care to one patient for one day.
(3) Represents inpatient days adjusted to reflect outpatient utilization,
computed by dividing patient charges by inpatient charges per day.
(4) Gross Revenue is revenue before deducting contractual allowances and
discounts from established billing rates. Gross Revenue is not separately
identified in the Company's Consolidated Statements of Operations;
instead, Net Revenue in the Consolidated Statements of Operations reflects
gross revenue after deductions for contractual allowances and discounts
from established billing rates.
(5) Government Programs include Medicare, Medicaid and the Civilian Health and
Medical Program of the Uniformed Services ("CHAMPUS"), which provides
payment for medical services to military dependents and retired military
personnel.
Most of the Company's hospitals offer a full continuum of behavioral care
in their service area. The continuum includes inpatient hospitalization,
partial hospitalization, intensive outpatient services and, in some markets,
residential treatment services.
The Company's hospitals provide structured and intensive treatment
programs for mental health, and alcohol and drug dependency disorders in
children, adolescents and adults. The specialization of programs enables the
clinical staff to provide care that is specific to the patient's needs and
I-5
facilitates monitoring the patient's progress. A typical treatment program of
the Company integrates physicians and other patient-care professionals with
structured activities, providing patients with testing, adjunctive therapies
(occupational, recreational and other), group therapy, individual therapy and
educational programs. A treatment program includes one or more of the types
of treatment settings provided by the Company's continuum of care. For those
patients who do not have a personal psychiatrist or other specialist, the
hospital refers the patient to a member of its medical staff.
A significant portion of hospital admissions are provided by physician
referrals, and professional relationships are an important aspect of the
Company's ongoing business. Management believes that the quality of the
Company's treatment programs, staff employees and physical facilities are
important factors in maintaining good professional relationships.
The Company's hospitals work closely with mental health professionals,
non-psychiatric physicians, emergency rooms and community agencies that come
in contact with individuals who may need treatment for mental illness or
substance abuse. A portion of the Company's marketing efforts are directed at
increasing general awareness of mental health and addictive disease and the
services offered by the Company's hospitals.
In addition to receiving hospital admissions from physicians, other
healthcare professionals and community agencies, the Company's hospitals also
seek to provide services to persons covered by managed care plans by offering
a continuum of care that is conducive to cost-effective care management and,
in certain cases, a capitated or other at-risk payment methods.
Seasonality
The Company's business is seasonal in nature, with a reduced demand for
certain services generally occurring in the fourth fiscal quarter and around
major holidays, such as Thanksgiving and Christmas.
Related Businesses
As part of the Company's business strategy, the Company in fiscal 1993
and 1994, (i) acquired a company that develops information systems relating to
the financing and delivery of behavioral healthcare services; (ii) acquired a
company that provides outpatient treatment for schizophrenia patients; and
(iii) organized a subsidiary, Group Practice Affiliates, Inc., that acquires
or manages professional group practices. Group Practice Affiliates, Inc. has
acquired one such practice and a related managed behavioral care company and
has entered into agreements or letters of intent to acquire two additional
practices. To date, the activities of these subsidiaries have not been
material to the Company.
I-6
Hospital Properties
The following table provides information relating to the 101 hospitals
operated by the Company as of September 30, 1994. Each hospital is operated
by a wholly-owned subsidiary of the Company, except for the hospital located
in Naperville, Illinois which is 75% owned by the Company.
Number of Date of Acquisition
State/ Licensed or Opening
Name Country City Beds by the Company
Charter Woods Behavioral Health
System ("BHS")(2) Alabama Dothan 75 June 1980
Charter Academy of Mobile(2)(3) Alabama Mobile 72 September 1987
Charter Behavioral Health
System ("CBHS") of Mobile(4) Alabama Mobile 84 June 1978
Charter North BHS(2) Alaska Anchorage 74 May 1984
CBHS of Arizona/East Valley(2) Arizona Chandler 80 June 1987
CBHS of Arizona/Glendale(2) Arizona Glendale 90 May 1987
CBHS of Arizona/Tucson Arizona Tucson 60 June 1994
CBHS of Northwest Arkansas(2) Arkansas Fayetteville 65 March 1983
CBHS of Little Rock(2) Arkansas Maumelle 60 May 1990
CBHS of Texarkana Arkansas Texarkana 60 June 1994
CBHS of Southern California/Palm Springs California Cathedral City 80 June 1994
CBHS of Southern California/Corona(2) California Corona 92 December 1978
CBHS of Southern California/Charter Oak(2) California Covina 95 September 1980
CBHS of Southern California/Mission Viejo(2) California El Toro 80 April 1990
CBHS of San Diego/API California La Mesa 62 June 1994
CBHS of Southern California/Long Beach(4) California Long Beach 227 January 1980
CBHS of Northern California California Roseville 80 August 1988
CBHS of San Diego California San Diego 80 May 1988
CBHS of Northern California/San Jose California San Jose 80 June 1994
CBHS of Southern California/Thousand Oaks(2) California Thousand Oaks 80 March 1990
CBHS of Central California/Visalia California Visalia 64 June 1994
CBHS at Centennial Peaks(4) Colorado Louisville 72 June 1994
Charter Clinic Chelsea(4) England London 45 July 1980
Charter Nightingale England London 78 February 1987
CBHS of Tampa Bay at Manatee Palms Florida Bradenton 72 June 1994
Charter Glade BHS(2) Florida Ft. Myers 154 August 1983
CBHS of Jacksonville(2) Florida Jacksonville 64 January 1987
CBHS Orlando(2) Florida Kissimmee 60 July 1989
CBHS of Tampa Bay at Pasco(2) Florida Lutz 72 March 1990
CBHS of South Florida(2) Florida Miami 88 October 1986
Charter Springs BHS(2) Florida Ocala 92 October 1985
CBHS of Tampa Bay at Tampa(2) Florida Tampa 146 July 1985
CBHS of Athens(2) Georgia Athens 80 July 1985
CBHS of Atlanta at Peachford(2) Georgia Atlanta 224 January 1974
Charter Augusta BHS(2) Georgia Augusta 63 January 1987
CBHS of Central Georgia(2) Georgia Macon 118 September 1982
Charter Savannah BHS(2) Georgia Savannah 112 July 1972
Charter By-the-Sea BHS(2) Georgia St. Simons 101 September 1982
CBHS of Chicago(2) Illinois Chicago 123 March 1978
Linden Oaks(1)(4) Illinois Naperville 92 June 1994
CBHS of Indiana/Evansville Indiana Evansville 60 June 1994
Charter Beacon BHS(2) Indiana Fort Wayne 97 September 1985
Charter South Bend BHS(2) Indiana Granger 60 January 1990
I-7
Number of Date of Acquisition
State/ Licensed or Opening
Name Country City Beds by the Company
CBHS of Northwest Indiana(2) Indiana Hobart 60 January 1990
Charter Indianapolis BHS(2) Indiana Indianapolis 80 March 1990
Charter Lafayette BHS(2) Indiana Lafayette 64 September 1986
CBHS of Indiana/Michigan City Indiana Michigan City 89 June 1994
Charter Terre Haute BHS Indiana Terre Haute 66 March 1988
CBHS of Kansas City(2) Kansas Overland Park 80 November 1986
Charter Wichita BHS(2) Kansas Wichita 80 November 1986
Charter Ridge BHS(2) Kentucky Lexington 110 August 1982
Charter Louisville BHS(2) Kentucky Louisville 66 October 1978
CBHS of Paducah(2) Kentucky Paducah 80 July 1985
CBHS at Acadian Oaks Louisiana Lafayette 70 June 1994
CBHS of Lake Charles(2) Louisiana Lake Charles 60 July 1985
Charter Forest BHS(2) Louisiana Shreveport 83 July 1985
CBHS of Maryland at Hidden Brook Maryland Bel Air 51 June 1994
CBHS of Chesapeake/Warwick(4) Maryland East New Market 42 June 1994
CBHS of Maryland at Meadows Maryland Gambrills 60 June 1994
CBHS of Maryland at Fairbridge(4) Maryland Rockville 60 June 1994
CBHS of Maryland at Potomac Ridge(4) Maryland Rockville 97 June 1994
CBHS of Chesapeake/White Oak(4) Maryland Woolford 40 June 1994
CBHS of Waverly Minnesota Waverly 40 June 1994
CBHS of Mississippi(2) Mississippi Jackson 111 July 1985
CBHS of Columbia(2) Missouri Columbia 96 December 1984
CBHS of Nevada(2) Nevada Las Vegas 84 April 1986
Charter Brookside BHS of New England New Hampshire Nashua 100 June 1994
CBHS of New Jersey/Lakehurst New Jersey Lakehurst 24 June 1994
CBHS of New Jersey/Summit New Jersey Summit 150 June 1994
CBHS of New Mexico(1)(4) New Mexico Albuquerque 80 March 1985
Charter Asheville BHS North Carolina Asheville 139 June 1994
Charter Pines BHS(2) North Carolina Charlotte 60 April 1985
CBHS of Greensboro(2) North Carolina Greensboro 100 July 1981
Charter Northridge BHS(2) North Carolina Raleigh 85 September 1984
CBHS of Winston-Salem(2) North Carolina Winston-Salem 99 July 1981
CBHS of Toledo(2) Ohio Maumee 38 September 1990
Charter Fairmount BHS Pennsylvania Philadelphia 169 July 1985
CBHS at Cove Forge(4) Pennsylvania Williamsburg 96 June 1994
Charter Charleston BHS(2) South Carolina Charleston 102 January 1990
Charter Greenville BHS(2) South Carolina Greer 60 August 1989
Charter Rivers BHS(2) South Carolina West Columbia 80 February 1983
Charter Sioux Falls BHS(2) South Dakota Sioux Falls 60 July 1989
La Metairie Clinic(2) Switzerland Nyon 69 June 1985
Charter Lakeside BHS(2) Tennessee Memphis 204 August 1976
CBHS of Austin(2) Texas Austin 94 January 1986
CBHS of Corpus Christi(2) Texas Corpus Christi 80 June 1986
CBHS of Ft. Worth(2) Texas Ft. Worth 80 January 1987
Charter Grapevine BHS(2) Texas Grapevine 80 September 1989
CBHS of Kingwood(2) Texas Kingwood 80 October 1986
Charter Plains BHS(2) Texas Lubbock 80 February 1984
Charter Palms BHS(2) Texas McAllen 80 May 1983
CBHS of Dallas(2) Texas Plano 116 August 1987
I-8
Number of Date of Acquisition
State/ Licensed or Opening
Name Country City Beds by the Company
Charter Real BHS(2) Texas San Antonio 106 October 1985
CBHS of Sugar Land(2) Texas Sugar Land 68 October 1986
CBHS of Clear Lake Texas Webster 131 June 1994
Charter Provo Canyon School(2)(3) Utah Provo 212 December 1985
Charter Canyon BHS(2) Utah Salt Lake City 62 January 1986
CBHS of Charlottesville(2) Virginia Charlottesville 75 July 1985
CBHS at Springwood(4) Virginia Leesburg 77 June 1994
Charter Westbrook BHS(2) Virginia Richmond 210 April 1970
CBHS of Milwaukee/West Allis Wisconsin West Allis 80 May 1989
______________
(1) Leasehold interest is mortgaged.
(2) Assets of hospital facility are mortgaged.
(3) Licensed as an intensive residential treatment center.
(4) A leased hospital facility or property.
All of the Company's hospitals located in the United States have been
accredited by the Joint Commission on Accreditation of Healthcare
Organizations (the "Joint Commission"). The Joint Commission is a national
commission which establishes standards relating to the physical plant,
administration, quality of patient care, governing body and medical staffs of
hospitals.
The Company operates 13 leased hospitals, including one 150-bed general
hospital, not listed above, which is managed by an unaffiliated third party.
The leased hospitals have terms expiring between 1996 and 2069. The leases
for two hospitals contain options to purchase these hospitals for nominal
consideration at the end of their respective lease terms.
Sixty-seven of the Company's hospitals listed above are subject to
mortgages. The stock of substantially all of the domestic subsidiaries of the
Company has been pledged as collateral for the Company's secured bank
financing.
The Company owns 15 medical office buildings (with an aggregate of
approximately 187,000 square feet) and leases an additional six (with an
aggregate of approximately 19,000 square feet), all of which are located near
certain of the Company's hospitals. These buildings have a total of
approximately 120 tenants. Five of the Company's medical office buildings are
subject to mortgages.
The Company leases office space for approximately 150 outpatient centers
located in 31 states. The leases for these centers aggregate approximately
330,000 square feet of office space, and generally have lease terms of less
than five years.
I-9
Divestitures
During fiscal 1994, the Company sold the following facilities which had
been closed during fiscal 1992 and fiscal 1993:
Location Size/Type of Facility Date
Denver, CO 60-bed psychiatric hospital October 1993
Laredo, TX 64-bed psychiatric hospital December 1993
West Palm Beach, FL 60-bed psychiatric hospital August 1994
In addition, the Company leases, with options to purchase by the lessees,
two facilities which it previously operated prior to fiscal 1991. The Company
is also attempting to sell or lease two other previously operated hospitals
and a related medical office building and certain unimproved real estate.
Competition
Each of the Company's hospitals competes with other hospitals, some of
which are larger and have greater financial resources. Some competing
hospitals are owned and operated by governmental agencies, others by nonprofit
organizations supported by endowments and charitable contributions and others
by proprietary hospital corporations. The hospitals frequently draw patients
from areas outside their immediate locale and, therefore, the Company's
hospitals may, in certain markets, compete with both local and distant
hospitals. In addition, the Company's hospitals compete not only with other
psychiatric hospitals, but also with psychiatric units in general hospitals,
and outpatient services provided by the Company may compete with private
practicing mental health professionals. The competitive position of a
hospital is, to a significant degree, dependent upon the number and quality of
physicians who practice at the hospital and who are members of its medical
staff.
In recent years, the competitive position of hospitals has been affected
by the ability of such hospitals to obtain contracts with Preferred Provider
Organizations ("PPO's"), Health Maintenance Organizations ("HMO's") and other
managed care programs to provide inpatient and other services. Such contracts
normally involve a discount from the hospital's established charges, but
provide a base of patient referrals. These contracts also frequently provide
for pre-admission certification and for concurrent length of stay reviews.
The importance of obtaining contracts with HMO's, PPO's and other managed care
companies varies from market-to-market, depending on the individual market
strength of the managed care companies. The Company's strategy is intended,
in part, to increase the Company's revenues from managed care companies or
managed care employers by offering the continuum of care described above,
information systems that support care management and at-risk pricing
mechanisms.
State certificate of need laws place limitations on the Company's and its
competitors' ability to build new hospitals and to expand existing hospitals.
Protection from new competition is reduced in those states where there is no
certificate of need law. The Company operates 47 hospitals in 12 states
(Arizona, Arkansas, California, Colorado, Indiana, Kansas, Louisiana, Nevada,
New Mexico, South Dakota, Texas and Utah) which do not have certificate of
need laws applicable to hospitals. In most cases, these state laws do not
I-10
restrict the ability of the Company or its competitors to offer new outpatient
services.
Industry Trends
The Company's hospitals have been adversely affected by factors
influencing the entire psychiatric hospital industry. Factors which affect
the Company include (i) the imposition of more stringent length of stay and
admission criteria by payors; (ii) the failure of reimbursement rate increases
from certain payors that reimburse on a per diem or other discounted basis to
offset increases in the cost of providing services; (iii) an increase in the
percentage of its business that the Company derives from payors that reimburse
on a per diem or other discounted basis; (iv) a trend toward higher deductible
and co-insurance for individual patients; (v) a trend toward limiting employee
health benefits, such as reductions in annual and lifetime limits on mental
health coverage; and (vi) a trend toward agreements with payors where the
Company agrees to assume the risk for the provision of treatment to all
members of a particular group for a specified revenue amount. In response to
these conditions, the Company has (i) strengthened controls to reduce cost
increases and capital expenditures, (ii) reviewed its portfolio of hospitals
and sold, closed or leased hospitals or consolidated operations in certain
locations and (iii) developed strategies to increase outpatient services and
partial hospitalization programs to meet the demands of the marketplace.
Healthcare Reform
Between October 1993 and the early fall of 1994, President Clinton and
various U.S. Senators and Representatives introduced in Congress a number of
healthcare reform proposals. The proposals ranged from the Clinton
Administration's comprehensive healthcare reform proposal that would have
restructured the financing and delivery of healthcare services through a
combination of managed competition and mandated employer coverage of employees
to less comprehensive proposals that would have required private health
insurance to be "portable" and eliminated coverage limitations for
pre-existing health conditions. The numerous proposals varied in their
proposed coverage of behavioral healthcare services and in their potential
effect on the Company. No proposal was adopted by either house of Congress.
The Company anticipates that numerous healthcare reform proposals will be
introduced in the next session of Congress beginning in January 1995.
Particularly in light of the change in control of both houses of Congress as
the result of the November 1994 elections, the Company is unable to predict
whether any such proposal will be adopted or the effect on the Company of any
proposal that does become law.
A number of states in which the Company has operations have either
adopted or are considering the adoption of healthcare reform proposals at the
state level. Various reform measures have been adopted in Florida, Minnesota
and Tennessee, among others. These state reform laws have, in many cases, not
been fully implemented. The Company cannot predict the effect of these state
healthcare reform laws on its operations.
Sources of Revenue
Payments are made to the Company's hospitals by patients, by insurance
companies and self-insured employers, by the federal and state governments
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under Medicare, Medicaid, CHAMPUS and other programs and by HMO's, PPO's and
other managed care programs. Amounts received under government programs, HMO,
PPO and other managed health care arrangements, certain self-insured employers
and certain Blue Cross plans are generally less than the hospital's
established charges. The approximate percentages of gross patient revenue
(which is revenue before deducting contractual allowances and discounts from
established billing rates) derived by the Company's hospitals from various
payment sources for the last three fiscal years were as follows:
Percentage of Hospital Gross
Patient Revenue for the Year
ended September 30
1992 1993 1994
Medicare.............................. 18% 23% 27%
Medicaid.............................. 11 15 16
29 38 43
HMO's and PPO's....................... 9 11 14
CHAMPUS............................... 6 6 5
Other Government Programs............. -- -- 3
Other (primarily Blue Cross and
Commercial Insurance)................ 56 45 35
Total.............................. 100% 100% 100%
Most private insurance carriers reimburse their policyholders or make
direct payments to the hospitals for charges at rates specified in their
policies. The patient remains responsible to the hospital for any difference
between the insurance proceeds and the total charges. Certain Blue Cross
programs have negotiated reimbursement rates with certain of the Company's
hospitals which are less than the hospital's charges.
Most of the Company's hospitals have entered into contracts with HMO's,
PPO's, certain self-insured employers and other managed care plans which
provide for reimbursement at rates less than the hospital's normal charges.
In addition to contracts entered into by individual hospitals with such
managed care plans, the Company has entered into regional and national
contracts with HMO's, PPO's, self-insured employers and other managed care
plans that apply to all of the Company's hospitals in the geographic areas
covered by a contract. The Company is seeking to obtain additional regional
and national contracts. The Company expects its percentage of revenue from
these payor sources to increase in the future.
Under the Medicare provisions of the Tax Equity and Fiscal Responsibility
Act of 1982 ("TEFRA"), costs per Medicare case are determined for each of the
Company's hospitals. A target cost per case is established for each year (the
"Target Rate"). If a hospital's costs per case are less than the Target Rate,
the hospital receives a bonus of 50% of the difference between its actual
costs per case and the Target Rate (limited to 5% of the Target Rate).
Hospitals with costs which exceed the Target Rate are paid an additional
amount equal to 50% of the excess, up to 10% of the Target Rate. These limits
apply only to operating costs and do not apply to capital costs, including
lease expense, depreciation and interest associated with capital
expenditures. The Target Rate for each hospital is increased annually by the
application of an "update factor".
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Most of the Company's hospitals participate in state operated Medicaid
programs. Federal law prohibits Medicaid funding for inpatient services in
freestanding psychiatric hospitals for patients between the ages of 21 and
64. Each state is responsible for establishing the Medicaid eligibility and
coverage criteria, payment methodology and funding mechanisms which apply in
that state, subject to federal guidelines. Accordingly, the level of Medicaid
payments received by the Company's hospitals varies from state to state. In
addition to the basic payment level for patient care, several state programs
include a financial benefit for hospitals which treat a disproportionately
large volume of Medicaid patients as a percentage of the total patient
population. These "disproportionate share" benefits are subject to annual
review and revision by the related state governments and could be
substantially reduced or eliminated at any point in the future. The Omnibus
Budget Reconciliation Act of 1993 ("OBRA 93") prohibits disproportionate share
payments to hospitals which have a Medicaid utilization rate of less than 1%
effective for state fiscal years ending in 1994. For state fiscal years
beginning on or after January 1, 1995, the amount of disproportionate share
payments each hospital can receive will be limited through the use of formulas
based generally on the cost of providing services to Medicaid and uninsured
patients. The Company received approximately $13 million, $15 million and $11
million in Medicaid disproportionate share payments in fiscal 1992, 1993 and
1994, respectively.
Within the statutory framework of the Medicare and Medicaid programs,
there are substantial areas subject to administrative rulings and
interpretations which may affect payments made under either or both of such
programs. In addition, federal or state governments could reduce the future
funds available under such programs or adopt additional restrictions on
admissions and more stringent requirements for utilization of services. These
types of measures could adversely affect the Company's operations. Final
determination of amounts payable under Medicare and certain Medicaid programs
are subject to review and audit. The Company's management believes that
adequate provisions have been made for any adjustments that might result from
such reviews or audits.
Most of the Company's hospitals receive revenues from the CHAMPUS
program. Under CHAMPUS, psychiatric hospitals are classified into two groups,
each with different payment methods. The first group, classified as high
volume CHAMPUS hospitals, are those hospitals with 25 or more CHAMPUS
discharges during a federal fiscal year. The Company has 54 hospitals
included within this group. These hospitals receive a per diem payment,
subject to a limitation of $732 per day. The remainder of the Company's
psychiatric hospitals are classified as low volume CHAMPUS hospitals and
receive a per diem based on a wage-adjusted regional rate.
CHAMPUS patients are subject to annual limits on the number of
psychiatric days covered by CHAMPUS. Covered inpatient services are generally
limited to 30 days for adult acute patients, 45 days for child and adolescent
acute patients, and 150 days for residential treatment center patients.
The Company's Medicare revenue has been and may in the future be reduced
under the Balanced Budget and Emergency Deficit Control Act of 1985, as
amended by The Budget Enforcement Act of 1990 and OBRA 93 (the "Budget
Acts"). These laws remain in effect through fiscal year 1998, and require
that federal spending automatically be reduced in amounts determined by
calculations set out in the Budget Acts, if certain requirements relating to
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the amount of the federal deficit are not met. Under the Budget Acts,
Medicare expenditures for a fiscal year can be reduced by no more than 4%.
Medicaid funding is exempt from reductions under the Budget Acts. There were
no reductions in fiscal 1992, 1993 or 1994. Payment reductions under the
Budget Acts, if implemented in future years, could have a material adverse
effect on the Company's net revenue. However, because the actual amount of
the reduction for any fiscal year may vary according to the federal deficit,
the financial impact of the Budget Acts on the Company cannot be predicted.
Regulation and Other Factors
Operations of psychiatric hospitals are subject to substantial federal,
state and local government regulation. Such regulations provide for periodic
inspections or other reviews by state agencies, the United States Department
of Health and Human Services (the "Department") and CHAMPUS to determine
compliance with their respective standards of medical care, staffing,
equipment and cleanliness necessary for continued licensing or participation
in the Medicare, Medicaid or CHAMPUS programs. The admission and treatment of
patients at the Company's hospitals are also subject to substantial state
regulation relating to involuntary admissions, confidentiality and patients'
rights and to federal regulation relating to confidentiality of medical
records of substance abuse patients.
The obtaining of approvals for construction of new hospitals and for
renovation of and additions to existing hospitals is subject to various
governmental requirements, such as approval of sites and findings of community
need for additional hospital facilities and services. In addition, in certain
states, as a practical matter, it is necessary to pledge to provide various
amounts of uncompensated care to indigent persons in order to obtain a
certificate of need. Except for Arizona, Arkansas, California, Colorado,
Indiana, Kansas, Louisiana, Nevada, New Mexico, South Dakota, Texas and Utah,
the states in which the Company presently operates hospitals have adopted
certificate of need or similar statutes.
Federal law contains numerous provisions designed to insure that services
rendered by hospitals to Medicare and Medicaid patients are medically
necessary and are of a quality which meets professionally recognized standards
and to insure that claims for reimbursement under the Medicare and Medicaid
programs are properly filed. Among other things, services provided at the
Company's hospitals are subject to periodic review by Peer Review
Organizations ("PRO's"). All hospitals which participate in the Medicare
program are subject to review by PRO's. PRO activities include reviews of
certain admissions and services to determine medical necessity and to
determine whether quality of care meets professionally recognized standards.
PRO's have the authority to recommend to the Department that a provider who is
in substantial noncompliance with the medical necessity and quality of care
standards of a PRO or who has grossly and flagrantly violated an obligation to
render quality care be excluded from participation in the Medicare program or
be required to reimburse the federal government for certain payments
previously made to the provider under the Medicare program.
The Company's hospitals have been subject to and have complied with
various forms of utilization review since 1970. The Company has implemented a
quality assurance program in each of its hospitals, which includes procedures
for utilization review and retrospective patient care evaluation.
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The Medicare and Medicaid Patient and Program Protection Act of 1987
expanded the authority of the Department to exclude from participation in the
Medicare and Medicaid programs those hospitals which engage in defined
prohibited activities. The Department is required under this Act to exclude
from participation in the Medicare and Medicaid programs any individual or
entity that has been convicted of a criminal offense relating to the delivery
of services under Medicare and Medicaid or to the neglect or abuse of
patients. In addition, the Department has authority to exclude from
participation in the Medicare program individuals or hospitals under certain
other circumstances. These include engaging in illegal remuneration
arrangements with physicians and other healthcare providers, license
revocation, exclusion from some other government programs (such as CHAMPUS),
filing claims for excess charges or for unnecessary services, failure to
comply with conditions of participation and failure to disclose certain
required information or to grant proper access to hospital books and records.
The Department has authority to impose civil monetary penalties against
any participant in the Medicare program which makes claims for payment for
services which were not rendered or were rendered by a person or entity not
properly licensed under state law. The Department also has authority to
impose a penalty of not more than $2,000 for each improperly claimed service
and an assessment equal to not more than twice the amount claimed for each
service not rendered.
Federal law makes it a felony, subject to certain exceptions, for a
hospital to make false statements relating to claims for payments under the
Medicare program, to engage in illegal remuneration arrangements with
physicians and other healthcare providers, to make false statements relating
to compliance with the Medicare conditions of participation, or to make false
claims for Medicare or Medicaid payments. A number of states have adopted
laws that also make illegal under state law certain remuneration and referral
arrangements with physicians and other healthcare providers.
In order to provide guidance to healthcare providers with respect to the
statute that makes certain remuneration arrangements between hospitals and
physicians and other healthcare providers illegal, the Department has issued
regulations outlining certain "safe harbor" practices, which, although
potentially capable of inducing prohibited referrals of business, would not be
subject to enforcement action under the illegal remuneration statute. The
practices covered by the regulations include, among others, certain investment
transactions, lease of space and equipment, personal services and management
contracts, sales of physician practices, payments to employees and waivers of
beneficiary deductibles and co-payments. Additional proposed safe harbors
were published in 1993 by the Department. Certain transactions and agreements
of the Company do not satisfy all the applicable criteria contained in the
final and proposed safe harbor regulations that relate to such transactions
and agreements. However, the Company believes that such leases and contracts
do not violate the statute that makes certain remuneration arrangements
illegal. There can be no assurance that (i) government enforcement agencies
will not assert that certain of these arrangements are in violation of the
illegal remuneration statute or (ii) the statute will ultimately be
interpreted by the courts in a manner consistent with the Company's practices.
CHAMPUS regulations authorize CHAMPUS to exclude from the CHAMPUS program
any provider who has committed fraud or engaged in abusive practices. The
regulations permit CHAMPUS to make its own determination of abusive practices
without reliance on any actions of the Department. The term "abusive
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practices" is defined broadly to include, among other things, the provision of
medically unnecessary services, the provision of care of inferior quality, and
the failure to maintain adequate medical or financial records.
A number of states have adopted hospital rate review legislation, which
generally provides for state regulation of rates charged for various hospital
services. Such laws are in effect in the state of Florida in which the
Company operates eight hospitals. In Florida, the Health Care Board approves
a budget for each hospital, which establishes a permitted level of revenues
per discharge. If this level of permitted revenues per discharge is exceeded
by a hospital in a particular year by more than a specified amount, certain
penalties, including cash penalties, can be imposed.
The Company's subsidiary that owns or manages professional group
practices is subject to the federal and state illegal remuneration statutes
described above. In addition, in some states, practice of medicine and
certain other health professions' laws prohibit the subsidiary from owning,
but not from managing, professional practices.
Medical Staffs and Employees
At September 30, 1994, approximately 1,600 licensed physicians were
active members of the medical staffs of the Company's hospitals. Many of
these physicians also serve on the medical staffs of other hospitals. A
number of these physicians serve in administrative capacities in the Company's
hospitals. Most of these physicians are independent contractors who have
private practices in addition to their duties for the Company, while certain
of these physicians are employees of the Company. The medical and
professi