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Deficient management leads INDITEX on the verge of fail

BUCHAREST, ROMANIA - Zara wants to cover losses from theft with employees’ money.

The management, theft and losses give headaches to the Spanish group INDITEX, the owner of the ZARA chain. Only 10 months before, on July 25th, 2011, the publication Ziarul Financiar announced the fact that “INDITEX takes the manager from the Douglas perfumeries” pointing at Paul Cuza, who previously had the function of General Manager for Parfumerie Douglas SRL. Currently, the Romanian INDITEX group performs salary and structural changes without precedent, which the management team from Bucharest doesn’t want to explain.

The problem of the clothes theft is a known phenomenon, especially when it comes to expensive brands such as ZARA or Massimo Dutti. The phenomenon was publicly recognized even by the management of the INDITEX Group Romania, two years before. Probably worried by this fact, Mihai Cioltea, the development manager of the INDITEX Group from Romania, also named by the press as “the Zara man”, stated in 2010 for the economic website InCont the following: “They steal a lot. Only for the stores in Bucharest we have 10 cases of stealing per day, which we discover and, depending on the severity, we call the police”.[...]

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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) April 4, 1994

Regency Health Services, Inc.
(Exact name of registrant as specified in its charter) 

Delaware                  0-11144                       33-021226
(State or other          (Commission                (IRS Employer
 jurisdiction of          File Number)        Identification No.)
 incorporation)

2742 Dow Avenue, Tustin, California 92680-7245
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (714) 544-4433

3636 Birch Street, Suite 195, Newport Beach, California 92660
(Former name or former address, if changed since last report)

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

On April 4, 1994, Regency Health Services, Inc. (the "Registrant") and Care Enterprises, Inc. ("Care") completed their previously announced merger. Pursuant to the Agreement and Plan of Merger, dated as of December 20, 1993, as amended by an Amendment, dated as of January 31, 1994, and a Second Amendment, dated as of March 21, 1994 (the "Merger Agreement"), Care Merger Sub, Inc., a wholly owned subsidiary of the Registrant, was merged with and into Care (the "Merger"), and Care became a wholly owned subsidiary of the Registrant. Each share of common stock of Care (other than shares owned by the Registrant or any of its subsidiaries, held in the treasury of Care or owned by any subsidiary of Care) was converted into 0.71 of a share of common stock of the Registrant.

For a more detailed description of the Merger, see the Proxy Statement/Prospectus of the Registrant contained in the Registration Statement on Form S-4 of the Registrant (File No. 33-52497) dated March 4, 1994, which is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a) and (b) It is impracticable to provide the required financial statements and pro forma financial information for the acquired business at this time. The required financial statements and pro forma financial information will be filed as soon as practicable, but not later than 60 days from the date of this Current Report on Form 8-K.

(c) Exhibits 

2.1       Agreement and Plan of Merger, dated as of
          December 20, 1993, by and between Regency
          Health Services, Inc. and Care Enterprises,
          Inc. (included as Annex A to the Proxy
          Statement/Prospectus contained in Regency
          Health Services, Inc.'s Registration
          Statement on Form S-4 (File No. 33-52497)).

2.1.1     Amendment to Agreement and Plan of Merger,
          dated as of January 31, 1994, by and between
          Regency Health Services, Inc. and Care
          Enterprises, Inc. (included as Annex A to the
          Proxy Statement/Prospectus contained in
          Regency Health Services, Inc.'s Registration
          Statement on Form S-4 (File No. 33-52497)).

2.1.2     Second Amendment to Agreement and Plan of
          Merger, dated as of March 21, 1994, by and
          among Regency Health Services, Inc., Care
          Enterprises, Inc. and Care Merger Sub, Inc.

4.1       Specimen of common stock certificate of
          Regency Health Services, Inc. (incorporated
          by reference to Regency Health Services,
          Inc.'s Registration Statement on Form S-1
          (File No. 33-45591)).

4.2       Voting Agreement, dated as of December 27,
          1993, by and among Regency Health Services,
          Inc. and the stockholders named therein
          (incorporated by reference to Regency Health
          Services, Inc.'s Registration Statement on
          Form S-4 (File No. 33-52497)).

4.3       Voting Agreement, dated as of December 27,
          1993, by and among Care Enterprises, Inc. and
          the stockholders named therein (incorporated
          by reference to Regency Health Services,
          Inc.'s Registration Statement on Form S-4
          (File No. 33-52497)).

20.1      Proxy Statement/Prospectus of Regency Health
          Services, Inc. dated March 7, 1994 (filed as
          part of Regency Health Services, Inc.'s
          Registration Statement on Form S-4 (File No.
          33-52497)).

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.

REGENCY HEALTH SERVICES, INC. 

                              By:  /s/ Brad L. Kerby
                                   Name:  Brad L. Kerby
                                   Title:  Senior Vice President
                                           General Counsel and
                                             Secretary

Dated:  April 5, 1994

EXHIBIT INDEX 

Exhibit                                                      Page

2.1       Agreement and Plan of Merger, dated as of
          December 20, 1993, by and between Regency
          Health Services, Inc. and Care Enterprises,
          Inc. (included as Annex A to the Proxy
          Statement/Prospectus contained in Regency
          Health Services, Inc.'s Registration
          Statement on Form S-4 (File No. 33-52497)).

2.1.1     Amendment to Agreement and Plan of Merger,
          dated as of January 31, 1994, by and between
          Regency Health Services, Inc. and Care
          Enterprises, Inc. (included as Annex A to the
          Proxy Statement/Prospectus contained in
          Regency Health Services, Inc.'s Registration
          Statement on Form S-4 (File No. 33-52497)).

2.1.2     Second Amendment to Agreement and Plan of
          Merger, dated as of March 21, 1994, by and
          among Regency Health Services, Inc., Care
          Enterprises, Inc. and Care Merger Sub, Inc.

4.1       Specimen of common stock certificate of
          Regency Health Services, Inc. (incorporated
          by reference to Regency Health Services,
          Inc.'s Registration Statement on Form S-1
          (File No. 33-45591)).

4.2       Voting Agreement, dated as of December 27,
          1993, by and among Regency Health Services,
          Inc. and the stockholders named therein
          (incorporated by reference to Regency Health
          Services, Inc.'s Registration Statement on
          Form S-4 (File No. 33-52497)).

4.3       Voting Agreement, dated as of December 27,
          1993, by and among Care Enterprises, Inc. and
          the stockholders named therein (incorporated
          by reference to Regency Health Services,
          Inc.'s Registration Statement on Form S-4
          (File No. 33-52497)).

20.1      Proxy Statement/Prospectus of Regency Health
          Services, Inc. dated March 7, 1994 (filed as
          part of Regency Health Services, Inc.'s
          Registration Statement on Form S-4 (File No.
          33-52497)).

Exhibit 2.1.2

SECOND AMENDMENT TO
AGREEMENT AND PLAN OF MERGER

This Second Amendment to Agreement and Plan of Merger,

dated as of March 21, 1994, is entered into by and among Regency Health Services, Inc., a Delaware corporation ("Regency"), Care Enterprises, Inc., a Delaware corporation ("Care"), and Care Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Regency ("Care").

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of December 20, 1993, as amended by an Amendment, dated as of January 31, 1994, between Regency and Care (the "Plan of Merger"), at the Effective Time, Merger Sub will be merged with and into Care; and

WHEREAS, Merger Sub was formed subsequent to the execution and delivery of the Plan of Merger; and

WHEREAS, Merger Sub desires to become a party to the Plan of Merger.

NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants and agreements set forth herein and such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Merger Sub hereby agrees to become a party to and be bound by the obligations of the Plan of Merger.

2. Each of Regency and Care hereby consents to the addition of Merger Sub as a party to the Plan of Merger.

3. Capitalized terms not otherwise defined herein shall have the meaning assigned to such term in the Plan of Merger.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective officers thereunto duly authorized as of the date first written above.

REGENCY HEALTH SERVICES, INC. 

By:  /s/ Cecil Mays

     Cecil Mays
     Chairman of the Board of Directors,
     Chief Executive Officer and
     President

CARE ENTERPRISES, INC. 

By:  /s/ Richard K. Matros

     Richard K. Matros
     President and Chief Executive Officer

CARE MERGER SUB, INC. 

By:  /s/ Cecil Mays

     Cecil Mays
     President



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