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) May 14, 2004
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UNITED AMERICAN HEALTHCARE CORPORATION
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(Exact name of registrant as specified in its charter)
Michigan 000-18839 38-25269130
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
300 River Place, Suite 4950, Detroit, Michigan 48207
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(313) 393-4571
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(Former name or former address, if changed since last report)
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Item 5. Other Events and Regulation FD Disclosure.
(A) On May 14, 2004, a petition, notice of hearing and report and
recommendation with respect to the Company were filed in a court proceeding to
which the Company is not a party, and were served by mail on the Company. They
were filed by the court-appointed Special Deputy Rehabilitator of OmniCare
Health Plan, a Michigan health maintenance organization ("OmniCare") that the
Company administered for many years under a management agreement that terminated
November 1, 2002. They were filed in case no. 98-88265-CR in the Circuit Court
for the 30th Judicial Circuit, in Ingham County, Michigan, the same
court-ordered rehabilitation proceedings for OmniCare that commenced July 31,
2001 and culminated in the court's Order Approving the Rehabilitation Plan and
Discharging the Pre-Rehabilitation Debt of OmniCare in Accordance with the First
Amended Rehabilitation Plan entered July 29, 2002.
A hearing on the petition is scheduled for June 17, 2004. The petition
seeks court approval of the Special Deputy Rehabilitator's filed report and
recommendation (the "Report") and entry of a court order implementing his
recommendation that the "Court assign the potential cause of action against UAHC
[the Company] resulting from its actions as the management company of OmniCare
to the creditors of OmniCare who filed timely objections to the first amended
Rehabilitation Plan." In the Report, the Special Deputy Rehabilitator states his
"opinion ... that a feasible cause of action exists against UAHC and that it is
probable that a level of recovery will result from a cause of action." Company
management disagrees with those opinions in the Report and expects to appear at
the hearing on June 17th in opposition to the petition. It is premature and not
possible to predict the outcome of the hearing or what subsequent proceedings
and claims, if any, might ensue if the petition is granted, or the magnitude or
outcome of such claims, if any.
(B) On May 25, 2004, and effective as of January 1, 2004, the Company's
wholly owned subsidiary, United American of Tennessee, Inc. ("UA-TN"), which
already owned 75% of the outstanding stock of OmniCare Health Plan, Inc., a
managed care organization in Tennessee ("OmniCare-TN"), purchased the remaining
25% of the outstanding common stock of OmniCare-TN. OmniCare-TN thereby became a
wholly owned subsidiary of UA-TN and a wholly owned second-tier subsidiary of
the Company. The 25% minority interest was purchased under a longstanding option
agreement for $500,000 evidenced by a Company promissory note payable by
December 31, 2004. The acquired common stock constitutes less than "a
significant amount of assets" and therefore is not reportable under Item 2 in
this Form 8-K report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: June 1, 2004 UNITED AMERICAN HEALTHCARE CORPORATION
By: /s/ William C. Brooks
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William C. Brooks
President and Chief Executive Officer
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