content: 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) January 13, 1997.
  
  
  
                       HEALTH MANAGEMENT, INC.
  -----------------------------------------------------------------
         (Exact Name of Registrant as Specified in its Charter)
  
  
       Delaware             0-18472              75-2096632
  -----------------------------------------------------------------
  (State or other          (Commission File     (I.R.S. Employer
  jurisdiction of               Number)       Identification No.)
  incorporation)
  
  
  
  1371-A Abbott Court, Buffalo Grove, Illinois          60089
  ------------------------------------------------------------------
  (Address of principal executive offices)            (Zip Code)
  
                            
  
  
                          (847) 913-2700
   -----------------------------------------------------------------
          (Registrant's telephone number, including area code)
  
  
                           Not Applicable
   -----------------------------------------------------------------
       (Former name, former address and former fiscal year,
                  if changed since last report.)
  
  
                                     Page 1 of 5
                                     Sequentially Numbered Pages
                                     Exhibit Index on page 5
  
                                       1
  
   Item 1.  Change of Control of Registrant.
  
       See Item 5- Other Events for information regarding a potential change of
  control of Health Management, Inc. (the "Company").
  
  Item 5. Other Events.
  
       On January 13, 1997, the Company consummated the transactions
  contemplated by the Stock Purchase Agreement (the "Stock Purchase Agreement")
  entered into on November 13, 1996 with Transworld Home HealthCare, Inc.
  ("Transworld").  Pursuant to the Stock Purchase Agreement, Transworld, through
  its wholly-owned subsidiary, IMH Acquisition Corp. ("IMH"), purchased
  8,964,292 newly issued shares (or approximately 49%) of the Company's common
  stock in consideration of, among other things, $1.00 per share.  In addition,
  Transworld also received an option to purchase an additional 746,713 shares
  (or approximately 2%) of the Company's common stock, for $1.00 per share,
  which option expires on or about January 12, 1998.
  
       Of the $8,964,262 of cash proceeds obtained in connection with the
  consummation of the transactions contemplated by the Stock Purchase Agreement,
  $4,649,285 was used by the Company to repay to Transworld all loans made by
  Transworld to the Company from November 13, 1996 through January 13, 1997 and
  $107,248 was used by the Company to pay interest to Transworld on amounts owed
  under the Company's Credit Agreement with Transworld.
  
       As previously reported, on November 13, 1996, the Company, Transworld and
  IMH entered into an Agreement and Plan of Merger (the "Merger Agreement")
  pursuant to which IMH would merge into the Company and the stockholders of the
  Company (excluding Transworld and its subsidiaries) would receive cash
  consideration equal to $2.00 per share. On January 13, 1997, the Company and
  Transworld amended the Merger Agreement (the "Merger Agreement Amendment") to
  provide for, among other things, (i) a reduction of the cash consideration to
  be paid by Transworld to the stockholders of the Company from $2.00 per share
  to $1.50 per share, and (ii) an extension of the time for Transworld's
  financing contingency to the date of the closing of the merger.  The other
  terms of the Merger Agreement remain substantially unchanged.  The
  consummation of the merger continues to be subject to certain conditions
  including, without limitation, the approval of the Company's stockholders and
  Transworld's lenders, the expiration or termination period of any applicable
  waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
  as amended, and final court approval of the settlement agreement with respect
  to the pending stockholder class action lawsuit against the Company.
  
  
       In connection with the Merger Agreement Amendment, the Board of Directors
  of the Company received a fairness opinion from National Westminster Bank,
  
                                        2
  
  lc. to the effect that the $1.50 per share cash price to be received by
  stockholders of the Company in the merger (other than Transworld and its
  subsidiaries) is fair, from a financial point of view, to such  stockholders
  of the Company.
  
       The above summary of the Merger Agreement Amendment is not intended to be
  complete and is qualified in its entirety by reference to the detailed
  provisions of the Merger  Agreement Amendment, which is attached hereto as an
  Exhibit.  In addition, a copy of the press release issued by the Company in
  connection with the above-described transactions is attached hereto as Exhibit
  99.1 to this Form 8-K and is incorporated herein by reference.
  
  Item 7.  Financial Statements and Exhibits.
  
       (c)  Exhibits
  
  Exhibit Number                Description
  -------------                 -----------
  
       2.1.      Merger Agreement Amendment, dated as of
                 January 13, 1997, between the Company
                 and Transworld.
  
  
       99.1      Press release, dated January 14, 1997, issued by the Company.
  
  
       Exhibit 2.1 listed above omits certain schedules, which are referred to
       therein.  The Company agrees to furnish a copy of any such omitted
       schedule or exhibit supplementally upon request from the Commission's
       staff.
  
                                        3
  
  
  
                             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 thereunto duly authorized.
  
  
                                HEALTH MANAGEMENT, INC.
                                (Registrant)
  
  
  
  
                                 /s/ W. JAMES NICOL
                                ----------------------------------------------
                                Name: W. James Nicol
  Date:  January 27, 1997       Its:  Chief Executive Officer,
                                      President, Chief Financial
                                      Officer, Treasurer and
                                      Secretary
  
  
                                      4
  
                          Index to Exhibits
  
  
  
  Exhibit                                          Sequential
  Number                   Description               Page No.
  -----                    -----------              --------
  
  2.1.      Merger Agreement Amendment, dated as of
            January 13, 1997 between the Company
            and Transworld Home Healthcare, Inc.
  
  
  99.1      Press release dated January 14, 1997
            issued by the Registrant.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                        5
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "HMI 8-K FOR 1/13/97 PRESS RELEASE", "secsgml_size_bytes": 7028}]
metadata_filer: {"company-data": {"conformed-name": "HEALTH MANAGEMENT INC/DE", "cik": "0000791164", "assigned-sic": "5912", "irs-number": "752096632", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18472", "film-number": "97512279"}, "business-address": {"street1": "4250 VETERANS MEMORIAL HGWY", "street2": "STE 400 WEST", "city": "HOLBROOK", "state": "NY", "zip": "11741", "phone": "5169810034"}, "mail-address": {"street1": "4250 VETERANS MEMORIAL HIGHWAY", "city": "HOLBROOK", "state": "NY", "zip": "11741"}, "former-company": [{"former-conformed-name": "HOMECARE MANAGEMENT INC", "date-changed": "19920703"}, {"former-conformed-name": "COSMOS RESOURCES INC", "date-changed": "19880314"}]}
text: 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) January 13, 1997.
  
                       HEALTH MANAGEMENT, INC.
  -----------------------------------------------------------------
         (Exact Name of Registrant as Specified in its Charter)
  
       Delaware             0-18472              75-2096632
  -----------------------------------------------------------------
  (State or other          (Commission File     (I.R.S. Employer
  jurisdiction of               Number)       Identification No.)
  incorporation)
  
  1371-A Abbott Court, Buffalo Grove, Illinois          60089
  ------------------------------------------------------------------
  (Address of principal executive offices)            (Zip Code)
  
                            
  
                          (847) 913-2700
   -----------------------------------------------------------------
          (Registrant's telephone number, including area code)
  
                           Not Applicable
   -----------------------------------------------------------------
       (Former name, former address and former fiscal year,
                  if changed since last report.)
  
                                     Page 1 of 5
                                     Sequentially Numbered Pages
                                     Exhibit Index on page 5
  
                                       1
  
   Item 1.  Change of Control of Registrant.
  
       See Item 5- Other Events for information regarding a potential change of
  control of Health Management, Inc. (the "Company").
  
  Item 5. Other Events.
  
       On January 13, 1997, the Company consummated the transactions
  contemplated by the Stock Purchase Agreement (the "Stock Purchase Agreement")
  entered into on November 13, 1996 with Transworld Home HealthCare, Inc.
  ("Transworld").  Pursuant to the Stock Purchase Agreement, Transworld, through
  its wholly-owned subsidiary, IMH Acquisition Corp. ("IMH"), purchased
  8,964,292 newly issued shares (or approximately 49%) of the Company's common
  stock in consideration of, among other things, $1.00 per share.  In addition,
  Transworld also received an option to purchase an additional 746,713 shares
  (or approximately 2%) of the Company's common stock, for $1.00 per share,
  which option expires on or about January 12, 1998.
  
       Of the $8,964,262 of cash proceeds obtained in connection with the
  consummation of the transactions contemplated by the Stock Purchase Agreement,
  $4,649,285 was used by the Company to repay to Transworld all loans made by
  Transworld to the Company from November 13, 1996 through January 13, 1997 and
  $107,248 was used by the Company to pay interest to Transworld on amounts owed
  under the Company's Credit Agreement with Transworld.
  
       As previously reported, on November 13, 1996, the Company, Transworld and
  IMH entered into an Agreement and Plan of Merger (the "Merger Agreement")
  pursuant to which IMH would merge into the Company and the stockholders of the
  Company (excluding Transworld and its subsidiaries) would receive cash
  consideration equal to $2.00 per share. On January 13, 1997, the Company and
  Transworld amended the Merger Agreement (the "Merger Agreement Amendment") to
  provide for, among other things, (i) a reduction of the cash consideration to
  be paid by Transworld to the stockholders of the Company from $2.00 per share
  to $1.50 per share, and (ii) an extension of the time for Transworld's
  financing contingency to the date of the closing of the merger.  The other
  terms of the Merger Agreement remain substantially unchanged.  The
  consummation of the merger continues to be subject to certain conditions
  including, without limitation, the approval of the Company's stockholders and
  Transworld's lenders, the expiration or termination period of any applicable
  waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
  as amended, and final court approval of the settlement agreement with respect
  to the pending stockholder class action lawsuit against the Company.
  
       In connection with the Merger Agreement Amendment, the Board of Directors
  of the Company received a fairness opinion from National Westminster Bank,
  
                                        2
  
  lc. to the effect that the $1.50 per share cash price to be received by
  stockholders of the Company in the merger (other than Transworld and its
  subsidiaries) is fair, from a financial point of view, to such  stockholders
  of the Company.
  
       The above summary of the Merger Agreement Amendment is not intended to be
  complete and is qualified in its entirety by reference to the detailed
  provisions of the Merger  Agreement Amendment, which is attached hereto as an
  Exhibit.  In addition, a copy of the press release issued by the Company in
  connection with the above-described transactions is attached hereto as Exhibit
  99.1 to this Form 8-K and is incorporated herein by reference.
  
  Item 7.  Financial Statements and Exhibits.
  
       (c)  Exhibits
  
  Exhibit Number                Description
  -------------                 -----------
  
       2.1.      Merger Agreement Amendment, dated as of
                 January 13, 1997, between the Company
                 and Transworld.
  
       99.1      Press release, dated January 14, 1997, issued by the Company.
  
       Exhibit 2.1 listed above omits certain schedules, which are referred to
       therein.  The Company agrees to furnish a copy of any such omitted
       schedule or exhibit supplementally upon request from the Commission's
       staff.
  
                                        3
  
                             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 thereunto duly authorized.
  
                                HEALTH MANAGEMENT, INC.
                                (Registrant)
  
                                 /s/ W. JAMES NICOL
                                ----------------------------------------------
                                Name: W. James Nicol
  Date:  January 27, 1997       Its:  Chief Executive Officer,
                                      President, Chief Financial
                                      Officer, Treasurer and
                                      Secretary
  
                                      4
  
                          Index to Exhibits
  
  Exhibit                                          Sequential
  Number                   Description               Page No.
  -----                    -----------              --------
  
  2.1.      Merger Agreement Amendment, dated as of
            January 13, 1997 between the Company
            and Transworld Home Healthcare, Inc.
  
  99.1      Press release dated January 14, 1997
            issued by the Registrant.
  
                                        5