-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KPXdN84VJzZt+QGo5DAW787KXB5Q580abc/9JOBKC9qp5YrAwHdMH1QK19elu8nk AZOrGEGQHKL1ZxWorZa1vg== 0001193125-07-038464.txt : 20070223 0001193125-07-038464.hdr.sgml : 20070223 20070223171142 ACCESSION NUMBER: 0001193125-07-038464 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070220 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070223 DATE AS OF CHANGE: 20070223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US Oncology Holdings, Inc. CENTRAL INDEX KEY: 0001333191 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 200873619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-126922 FILM NUMBER: 07646628 BUSINESS ADDRESS: STREET 1: 16825 NORTHCHASE DRIVE, SUITE 1300 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: (832) 601-8766 MAIL ADDRESS: STREET 1: 16825 NORTHCHASE DRIVE, SUITE 1300 CITY: HOUSTON STATE: TX ZIP: 77060 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

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): February 20, 2007

 

US Oncology Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware   333-126922   20-0873619

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(IRS Employer

Identification Number)

16825 Northchase Drive, Suite 1300

Houston, Texas 77060

(Address of principal executive offices including zip code)

(832) 601-8766

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under 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 8.01 Other Events

On February 20, 2007, US Oncology Holdings, Inc. issued a press release announcing that it intends to offer an aggregate of $400 million of senior unsecured floating rate PIK toggle notes. A copy of the press release is furnished herewith as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   

Description

Exhibit 99.1    US Oncology Holdings, Inc.’s Press Release dated February 20, 2007.

 

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 hereunto duly authorized.

 

Date: February 23, 2007    By:  

/s/ PHILLIP H. WATTS

  
     Phillip H. Watts  
     Vice President and General Counsel  

 

 EX-99.1 2 dex991.htm PRESS RELEASE Press Release

EXHIBIT 99.1

News Release

US Oncology Holdings, Inc. Announces Proposed Sale of Senior Floating Rate PIK Toggle Notes

By: US Oncology Public Relations

Houston – February 20, 2007. US Oncology Holdings, Inc. (the “Company”) today announced that it intends to offer an aggregate of $400 million of senior unsecured floating rate PIK toggle notes (the “New Floating Rate Notes”) in a private offering to institutional investors pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The New Floating Rate Notes will be general unsecured obligations of the Company, and bear interest at a floating rate that will be reset semi-annually based upon LIBOR plus an additional percentage. Subject to certain limitations, the New Floating Rate Notes will offer the Company the option of making periodic interest payments or adding accrued interest to the principal balance of the New Floating Rate Notes.

The net proceeds of the issuance of the New Floating Rate Notes will be used to refinance the Company’s existing senior floating rate notes, including payment of a redemption premium on those notes, to pay a dividend to the Company’s stockholders, and to pay related fees and expenses. Subject to acceptable market and interest rate conditions, the consummation of an amendment to the Company’s credit facilities, and other customary conditions, the Company anticipates that it will issue the New Floating Rate Notes during March 2007.

This announcement is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. The Company will be offering the New Floating Rate Notes in reliance upon exemptions from registration under the Securities Act of 1933 for an offer and sale of securities that does not involve a public offering. The New Floating Rate Notes have not been and will not be registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About US Oncology Holdings, Inc.

The Company conducts all of its operations through its wholly owned subsidiary, US Oncology, Inc., headquartered in Houston, Texas. US Oncology is one of the nation’s largest cancer treatment and research networks. US Oncology provides extensive services and support to its affiliated cancer care sites nationwide to help them expand their offering of the most advanced treatments and technologies, build integrated community-based cancer care centers, improve their therapeutic drug management programs, and participate in many of the new cancer-related clinical research studies. US Oncology also provides a broad range of services to pharmaceutical manufacturers, including product distribution and informational services such as data reporting and analysis.

US Oncology is affiliated with 1,067 physicians operating in 425 locations, including 91 radiation oncology facilities in 37 states.

Cautionary Statement Regarding Forward-Looking Statements

This news release contains forward-looking statements, including statements that include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “projects,” or similar expressions. All statements other than statements of historical fact included in this news release are forward-looking statements. Although the Company believes that the expectations reflected in such statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Such expectations are subject to risks and uncertainties and there can be no assurance that the offering will be completed on the terms described herein, or at all. Please refer to the Company’s filings with the SEC, including its Annual Report on Form 10-K for 2005, and subsequent filings, for a more extensive discussion of factors that could cause actual results to differ materially from the Company’s expectations.

-----END PRIVACY-ENHANCED MESSAGE-----