- Current report filing (8-K)
06 December 2012 - 10:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): December 4, 2012 (December
3, 2012)
U.S.
PHYSICAL THERAPY, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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1-11151
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76-0364866
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(State or other jurisdiction of
incorporation or organization)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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1300 West Sam Houston Parkway South, Suite 300, Houston,
Texas
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77042
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(713)
297-7000
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (
see
General Instruction A.2. below):
⃞
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
⃞
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
⃞
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
⃞
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Effective December 3, 2012 (“Effective Date”), U. S. Physical Therapy,
Inc. (the “Company”) entered into a Sixth Amendment to Credit Agreement
(the “Credit Agreement Amendment”) with Bank of America. The Credit
Agreement Amendment permits the Company to pay to its stockholders of
record on December 14, 2012 a dividend in an amount equal to forty cents
($0.40) per share but in any event not to exceed $5,000,000 in the
aggregate.
The Credit Agreement matures on August 31, 2015, is unsecured and
includes standard financial covenants which include a consolidated fixed
charge coverage ratio and a consolidated leverage ratio, as defined in
the Credit Agreement. Proceeds from the credit agreement may be used
for working capital, acquisitions, and for other corporate purposes.
As of December 4, 2012, the outstanding balance advanced under the loan
facility was $14,000,000. The balance does not include the funds to pay
the special dividend which will be added to the balance near the payment
date of December 27, 2012.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
See
Item 1.01 above.
ITEM 8.01 OTHER EVENTS
Also, on December 4, 2012, the Company announced a special cash dividend
of $0.40 per share to holders of record of its common stock as of the
close of business on December 14, 2012 payable on December 27, 2012.
While the Company intends to declare dividends in subsequent quarters,
any future dividends will be at the discretion of the Company’s board of
directors after taking into account various factors, including general
economic and business conditions, tax considerations, the Company’s
strategic plan, the results of operation and financial condition of the
Company, the acquisition and expansion plans of the Company, any
contractual, legal or regulatory restrictions on the payment of
dividends, and such other factors as the board considers relevant.
Item 9.01 Financial Statements and Exhibits.
Exhibits
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Description of Exhibits
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99.1
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Sixth Amendment to Credit Agreement by and among the Company and
the Lenders party hereto, and Bank of America, N. A, as
Administrative Agent.*
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99.2
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Registrant's press release dated December 4, 2012 announcing
declaration of a special cash dividend of $0.40 per share.*
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*Furnished herewith.
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.
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U.S. PHYSICAL THERAPY, INC.
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Dated:
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December 4, 2012
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By:
/s/ LAWRANCE W. MCAFEE
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Lawrance W. McAfee
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Chief Financial Officer
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(duly authorized officer and principal financial
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and accounting officer)
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INDEX TO EXHIBITS
EXHIBIT
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DESCRIPTION OF EXHIBIT
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99.1
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Sixth Amendment to Credit Agreement by and among the Company and
the Lenders party hereto, and Bank of America, N. A, as
Administrative Agent.*
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99.2
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Registrant's press release dated December 4, 2012 announcing
declaration of a special cash dividend of $0.40 per share.*
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* Furnished herewith
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