Apria Healthcare Spokane After paying $105 for the repair, I get a bill for an addtional $425 nine months later. Spokane, Washington

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): November 29, 2012
   
Apria Healthcare Group Inc. (Exact name of registrant as specified in its charter)  
Delaware
333-168159
33-0488566
(State or other jurisdiction of incorporation)
 (Commission File Number)
 (I.R.S. Employer Identification No.)
26220 Enterprise Court
Lake Forest, California 92630

(Address of principal executive offices)
 
(Zip Code)
Registrants telephone number, including area code: (949) 639-2000
Not Applicable Former name or former address, if changed since last report  
  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:  

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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Departure of Chief Executive Officer and Chairman  On November 29, 2012, Apria Healthcare Group Inc. (the Company) announced that Norman C. Payson, M.D., has retired from his positions as Chief Executive Officer (CEO) and Chairman of the  Board of Directors of the Company. Dr. Payson will remain on the  Companys Board of Directors and serve as a senior advisor to the  Company.  Appointment of New Chief Executive Officer and Chairman  The Company also announced that John G. Figueroa has been appointed CEO of  the Company and Chairman of the Companys Board of
Directors, succeeding Dr. Payson. Mr. Figueroa will also assume the CEO  position for the Companys home infusion business unit, Coram LLC. Departure of Named Executive Officer The Company also announced that Daniel E. Greenleaf, the Chief Executive Officer of Coram, is leaving the Company to pursue other business opportunities.

 The above changes are effective immediately. Mr. Figueroa, age 49, most recently served as CEO and Board Member of Cincinnati,  Ohio-based Omnicare, Inc., a Fortune 500 healthcare services company  providing pharmaceuticals and related services to long-term care facilities and specialized drugs for complex disease states. Prior to joining Omnicare, Mr. Figueroa served as President of McKesson Corporations U.S. Pharmaceutical Group from 2006-2010 after holding progressively more responsible operations and sales positions in the companys Supply Solutions, Pharmaceutical and Health Systems  groups from 1997 through early 2006. He spent the initial years of his  career in various sales and operations roles for Baxter Healthcare Corporations Hospitex and  Medical Surgical divisions. A 1986 graduate of the University of California at Los Angeles with a B.A. in English and a B.A. in Political Science, Mr. Figueroa also holds a Master of Business  Administration degree from Pepperdine University in Malibu, California,  where he was honored as a Distinguished Alumnus in 2009. From 1985 through 1990, he served as a  Commissioned Officer in the United States Army. Mr. Figueroa is a member of the board of directors of Reliance Steel & Aluminum Co.
Additional information about the management changes described above is included in the Companys press release issued on
November 29, 2012, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Dr. Paysons Services Agreement In connection with his retirement, Dr. Payson entered into a services agreement, effective  November 29, 2012, with the Company and its affiliates pursuant to which Dr. Payson has agreed to act as a senior advisor to the Company and its affiliates and has agreed to continue to serve as a member of the Board of Directors of the
Company. Dr. Paysons services agreement has a four-year term ending  November 29, 2016, which term may be extended by mutual agreement of the parties.
Compensation Arrangements Dr. Paysons services agreement also includes the terms summarized below:  
 advisory fee at an annual rate of $350,000; and  
 reimbursement of reasonable and customary business expenses, including reimbursement  for the use of Dr. Paysons private plane for Apriabusiness travel in an amount not to exceed $750,000 annually. Termination Provisions
Generally, Dr. Paysons services agreement may be terminated by either the Company and its affiliates or Dr. Payson at any
time upon 30 days advance written notice.

Dr. Paysons Equity Arrangements  Pursuant to Dr. Paysons services agreement, Dr. Paysons management unit subscription agreement with BP Healthcare Holdings LLC (BP Healthcare) entered into on November 21, 2008 (the 2008 Unit Agreement)
has been amended to provide new vesting terms for the Class B Units  subject to performance-based vesting. Pursuant to
this amendment, in the event that Dr. Paysons advisory or board  services are terminated prior to December 29, 2012, none of these  performance-vesting Class B Units will vest, and in the event of termination on or after December 29, 2012, the units will vest in equal monthly installments over a two-year period. Notwithstanding the foregoing, if (1) a change  in control of Holdings occurs while Dr. Payson still serves as an  advisor or director, or (2) Dr. Paysons advisory or board services are terminated by the  Company or its affiliates without cause or he resigns as a result of  constructive termination on or prior to November 29, 2014, then all of  the performance-vesting Class B Units granted to Dr. Payson under the 2008 Unit Agreement will  immediately vest. In addition, none of the performance-vesting Class B units will be subject to call rights.
Thesevesting terms are in addition to those set forth in the original 2008  Unit Agreement, which provides that 50% of the
performance-vesting Class B Units granted under the 2008 Unit Agreement  will vest if Blackstone Capital Partners V L.P. and its affiliates (the Sponsor) receive cash proceeds equal to at least 200% of their aggregate capital contributions in respect of all of their units in Apria Holdings LLC (Holdings) and the other 50% will vest if the Sponsor receives cash proceeds equal
to at least 300% of its aggregate capital contributions in respect of  all of its units in Holdings. Any of the performance-vesting Class B Units  granted under the 2008 Unit Agreement that are unvested as of the second anniversary of the date on which Dr. Paysons employment is terminated  will be forfeited by Dr. Payson.

In addition, in connection with his services agreement, on November 29, 2012, Dr. Payson and BPHealthcare entered into a new management unit subscription agreement pursuant to which Dr. Payson has been granted 3,830,365 Class B Units of
BP Healthcare (a corresponding number of Class B Units will be granted by Holdings to BP Healthcare).
Class B Units of BP Healthcare are limited liability company profits interests having economic characteristics similar to stock appreciation rights and representing the right to share in any increase in the equityvalue of BP Healthcare that exceeds
a threshold of $1.00 per unit. Therefore, a Class B Unit generally has a value at any given time equal to the value of a Class A Unit in BP Healthcare minus $1.00. The Class B Units granted to Dr. Payson contain a special term that would
require the value of BP Healthcares Class A Units to exceed $1.10 for him to receive any value, such that no payment would be made in respect of a Class B Unit if the value of a Class A Unit fails to exceed $1.10.
TheClass B Units generally vest in equal installments every three months over a period of four years from the grant date, subject toDr. Paysons continued advisory or director services for the Company. In addition, these units will vest in full if a change in control of Holdings occurs while Dr. Payson still serves as an advisor or director.

Upon termination of Dr. Paysons services for any reason, all of Dr. Paysons new Class B Units that are unvested
will be forfeited. In addition, if Dr. Payson is terminated by the Company or its affiliates for cause (or by Dr. Payson when grounds exist for a termination by BP Healthcare or any of its subsidiaries for cause), then all of Dr. Paysons vested new Class B Units will also be forfeited. As a condition of receiving the new Class B Units,Dr. Payson has agreed to certain restrictive covenants, including confidentiality of information, noncompetition and non-solicitation covenants that are substantially similar to the covenants in his 2008 Unit Agreement. As provided in his 2008 Unit Agreement, the confidentiality covenant has an indefinite term, and the non-competition and non-solicitation covenants each have a term effective both during the term of Dr. Paysons services and for twelve and twenty-four months, respectively, following a termination of his services.
Mr. Figueroas Employment Agreement
In connection with Mr. Figueroas appointment as Chief Executive Officer of the Company and Holdings, the Company entered into an employment agreement with Mr. Figueroa, effective November 29, 2012. Mr. Figueroas employment agreement has a
five-year initial term. The initial term will be automatically extended for successive one-year terms thereafter unless one of the parties provides the other with written notice of non-renewal at least sixty days prior to the end of the applicable term. Compensation Arrangements Mr. Figueroas employment agreement also includes the terms summarized below:  

 base salary at an annual rate of $750,000, subject to increases as determined by the Companys Board of Directors;
target annual bonus award of not less than 100% of base salary (and a maximum bonus award of not less than 200% of base salary), based upon certain performance goals established by the Companys Board of Directors;  
reimbursement (on a tax grossed-up basis) of reasonable costs associated with his relocation;
participation in the Companys employee benefit plans; and
reimbursement of reasonable and customary business expenses. Termination and Other Provisions Generally,
either party may terminate Mr. Figueroas employment agreement at any time, but Mr. Figueroa must provide 60 days advance written notice to the Company of his resignation.Pursuant to the terms of Mr. Figueroas employment agreement, if
Mr. Figueroas employment is terminated in the event of death or disability, in addition to certain accrued amounts, Mr. Figueroa will be entitled to receive a pro rata portion of his annual bonus in respect of the year of termination. Following
termination in the event of death or disability, except as set forth in this paragraph, Mr. Figueroa will have no further rights to any compensation or any other benefits under his employment agreement. Pursuant to the terms of Mr. Figueroas employment agreement, if Mr. Figueroas employment is terminated without cause by the Company or by him as a result of a constructive termination, Mr. Figueroa will be entitled to receive, in addition to certain accrued amounts, the following additional benefits:  
a pro rata portion of his annual bonus in respect of the year of termination;
subject to his compliance with the restrictive covenants described below, an amount, payable over 24 months, equal to two times the sum of (x) his annual base salary and (y) an amount equal to his target annual bonus if the termination occurs on or prior to December 31, 2014, or if the termination occurs after December 31, 2014, the average of his annual
bonuses payable for the immediately preceding two fiscal years (the Severance Amount); and  
a lump sum payment equal to 24 times the monthly cost of COBRA continuation coverage under the Companys group health plans.The amounts payable to Mr. Figueroa upon a termination of employment described above are subject to
Mr. Figueroa providing a release of all claims to the Company. Furthermore, the payment of the Severance Amount is
contingent upon Mr. Figueroas continued compliance with the non-competition, non-solicitation, non-disparagement and
confidentiality covenants contained in his employment agreement. The confidentiality covenant has an indefinite term, and the
non-competition, non-solicitation and non-disparagement covenants each have a term effective both during employment and for twenty-four months following a termination of his employment. In addition, Mr. Figueroas employment agreement includes certain customary indemnification and other provisions, including a provision that, in the event of any action by either party to the agreement against the other party by reason of a breach of the agreement, the prevailing party would be entitled to
recover costs and expenses of that action, including reasonable attorneys fees, accounting or other professional fees resulting therefrom. Mr. Figueroas Equity Arrangements In connection with his employment, on November 29, 2012, Mr. Figueroa and Holdings entered into a management unit subscription agreement pursuant to which Mr. Figueroa has agreed to purchase 1,000,000 Class A-2 Units of Holdings for $1,000,000 (or $1.00 per Class A-2 Unit) and is being granted 12,257,169 Class B Units in Holdings. In addition,Mr. Figueroa will have the right, but not the obligation, to purchase up
to an additional 9,814,533 Class A-2 Units for a period of six months following November 30, 2012, the date of his initial purchase. The Class A-2 Units areequity interests in Holdings and have economic characteristics that are similar to those of shares of common stock in a corporation, except thatthe Class A-2 Units being acquired by Mr. Figueroa contain different
economic terms thanHoldings normal Class A-2 Units and will not entitle him to receive anyvalue above $1.00 per Class A-2 Unit unless and until the cumulative value attributable to each of his Class A-2 Units exceeds $1.10, at which point the
special Class A-2 Units will become entitled to receive $0.10 per unit and thereafter will become entitled to receive the same amount as other Class A-2 Units. All of Mr. Figueroas Class A-2 Units will be fully vested when purchased.

ClassB Units of Holdings are limited liability company profits interests having economiccharacteristics similar to stock appreciation rights and representing the right to share in any increase in the equity value of Holdings that exceeds a threshold of $1.00 per unit. Therefore, a Class B Unit generally has a value at any given timeequal to the value of a Class A Unit minus $1.00. However, the Class B Units granted to Mr. Figueroa contain a special term that requires the value of Holdings Class A Units to exceed $1.10 in order for him to receive any valuefrom such units, such that no payment would be made in respect of his Class B Units if the value a Class A Unit fails to exceed $1.10. All of Mr. Figueroas Class B Units will be time-vesting, with 20% of the ClassB Units vesting onNovember 30, 2013 and an additional 5% of the Class B Units vesting every three months for a period of four years thereafter. The Class B Units will become fully vested if a change in control of Holdings occurs
while Mr. Figueroa is stillemployed with the Company. Any Class B Units that are unvested upon termination of Mr. Figueroas employment will be forfeited. Priorto an initial public offering of Holdings or any of its subsidiaries orhis termination of employment with the Company, Mr. Figueroa will have preemptive rights that give him the right tomaintain his then pro rata share of Holdings issued and outstanding common membership units by purchasing additional common membership units
(or other equity securities or securities convertible into or exchangeable for any such units orequity securities) each time Holdings proposes to issue or sell such units or securities to any person, subject to certain exceptions set forth in the management unit subscription agreement.
IfMr. Figueroas employment is terminated due to death or disability prior to an initial public offering of Holdings or any of
its subsidiaries, he has the right, subject to certain limitations, for aspecified period following the termination date, to cause Holdings to purchase on one occasion all, but not less than all, of his Class A-2 and vested Class B Units at
the fair market value of such units. IfMr. Figueroas employment with the Company or any of its subsidiaries is
terminated by the Company for any reason, Mr. Figueroa materially violates any of the restrictive covenants described below contained in the management unit subscription agreement (a Restrictive Covenant Violation)orMr. Figueroa accepts a consulting or employment relationship with (or acquires any financial interest in) a direct competitor of the Company
at any time after the twenty-four month period following a termination of his employment (aCompetitive Activity) without the consent of Holdings Board ofDirectors, then Holdings has the right for a specified period to purchase from Mr. Figueroa all vested Class B Units held by him at (1) the lesser offair market value thereof and cost, in the event of termination for
cause, a Restrictive Covenant Violation or a voluntary resignation wherecause exists, which means that such vested units will be effectively forfeited, (2) the fair marketvalue thereof, in the event of termination due to death or disability, termination without cause, resignation as a result of constructive termination or if Mr. Figueroa engages in a Competitive Activity, or
(3) the lesser of fair marketvalue thereof and cost, in the event of a voluntary resignation on or before November 30, 2014 where grounds for cause do not exist, or the fair market value thereof, in the event of a voluntary resignation after
November 30, 2014 wheregrounds for cause do not exist. In certain circumstances the Company hasthe right to clawback and recover any gains Mr. Figueroa may have realized with respect to his Class B Units if he is terminated for cause
or he voluntarilyresigns where grounds for cause exist and the Company notifies him of such fact within 30 days of his resignation. In addition, Holdings has the right for a specified period to purchase from Mr. Figueroa all of
the Class A-2 Units held byhim at (1) the lesser of fair market value thereof and cost, in the event of a termination for cause, a Restrictive Covenant Violation or a voluntary resignation where grounds for cause exist and (2) the fair market value thereof, in theevent of termination for cause or Mr. Figueroa engages in any Competitive Activity without the consent of our Board of Directors. Asa condition to receiving the units, Mr. Figueroa has agreed to certain restrictive covenants, including confidentiality of information, noncompetition, non-solicitation and non-disparagementcovenants in his management unit subscription agreement. Similar to his employment agreement, the confidentiality covenant has an indefinite
term, and the non-competition, non-solicitation and non-disparagement covenants each have a term effectiveboth during employment and for twenty-four months following a termination of his employment. In
connection with his subscription for equity units of Holdings, Mr. Figueroa also entered into the limited liability company agreement of Holdings and the securityholders agreement of Holdings. These agreements contain certain rights and obligations of the partiesthereto with respect to governance, distributions, indemnification, voting, transfer restrictions and rights, including tag-along rights, drag-along rights, registration rights and rights of first refusal, and certain other matters.
 
Item 9.01
Financial Statements and Exhibits (d) Exhibits  99.1
  
Press release of Apria Healthcare Group Inc., dated November 29, 2012.

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.
 

APRIA HEALTHCARE GROUP INC.
Date: November 29, 2012
 
By: /s/    ROBERT S.HOLCOMBE

Name:Robert S. Holcombe
Title: Executive Vice President, General Counsel and Secretary

Exhibit
No. Subject Matter
99.1 Press release of Apria Healthcare Group Inc., dated November 29, 2012