Michael T. Caracci and Cindy W. Caracci, et al. - Page 16




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          plans to keep key management in place; and the ability to deal              
          with changes in the reimbursement system within the near future.            
          Four days later, the documents were executed that constitute the            
          contract under which all of the transferors’ assets were                    
          transferred to the transferees.                                             
               Other than State and Federal filing requirements and the               
          slight changes in the names of the entities, the Sta-Home                   
          operations remained the same after the transfer as they were                
          before.  The Sta-Home for-profit entities continued to use a                
          fiscal year ending on September 30 for financial accounting and             
          Medicare reporting purposes, although not for tax purposes.  As             
          part of the transfers, the Sta-Home for-profit entities accepted            
          assignment of the Sta-Home tax-exempt entities’ Medicare provider           
          agreements and continued to use the provider numbers of the Sta-            
          Home tax-exempt entities.  The Sta-Home for-profit entities                 
          continued to receive PIP payments and lump-sum settlements from             
          the Medicare program, including quarterly payments based on                 
          quarterly PIP reports.  The Sta-Home for-profit entities received           
          a net preacquisition payment relating to settlement of the Sta-             
          Home tax-exempt entities’ 1987 fiscal year.  Substantially, the             
          same employees continued to do the same work, and the same assets           
          were used in the same three locations.  The Caracci family                  
          members continued to be employed by the Sta-Home for-profit                 








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