UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 14, 2003 APRIA HEALTHCARE GROUP INC. (Exact name of registrant as specified in its charter) DELAWARE 1-14316 33-0488566 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 26220 ENTERPRISE COURT LAKE FOREST, CALIFORNIA 92630 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (949) 639-2000 ITEM 5. OTHER EVENTS ------- ------------ On August 14, 2003 Apria announced its intent to privately place $200 million aggregate principal amount of convertible senior notes. On August 15, 2003 Apria announced that it had agreed with the initial purchasers to privately place these notes, which have been designated Apria's 3.375% Convertible Senior Notes due 2033. The offering is expected to close on or about August 20, 2003, subject to customary closing conditions. Further information is included in Apria's press releases filed as exhibits 99.1 and 99.2 to this report and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS ------- ----------------------------------------------------------------- Exhibit Number Reference ------- --------- 99.1 Press release dated August 14, 2003. 99.2 Press release dated August 15, 2003. 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. APRIA HEALTHCARE GROUP INC. --------------------------- Registrant August 18, 2003 By: /s/ ROBERT S. HOLCOMBE ------------------------------- Robert S. Holcombe Executive Vice President, Secretary and General Counsel