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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 earliest event reported)    December 31, 2002

   Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes [X] No [    ]

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Item 5. Other

On August 8, 2000, Coram Healthcare Corporation (“CHC”) and its wholly-owned first tier subsidiary, Coram, Inc. (“CI”) (CHC and CI are hereinafter collectively referred to as the “Debtors”), filed voluntary petitions under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). As of such date, the Debtors operated as debtors-in-possession subject to the jurisdiction of the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”); however, a Chapter 11 trustee was appointed by the Bankruptcy Court on March 7, 2002. With the appointment of a Chapter 11 trustee, the Debtors are no longer debtors-in-possession under the Bankruptcy Code.

On December 31, 2002, with the approval of the Bankruptcy Court, the Debtors converted approximately $47.5 million and $99.7 million in principal and unpaid accrued interest of their Series A Senior Subordinated Unsecured Notes and Series B Senior Subordinated Unsecured Convertible Notes, respectively, to equity in the form of CI Series B Cumulative Preferred Stock, in order for CHC and its subsidiaries to maintain compliance with the public-company exception to the physician ownership and referral provisions of the Omnibus Budget Reconciliation Act of 1993 (commonly referred to as “Stark II”) for the year ending December 31, 2003. Documents related to such transaction are attached hereto as follows:

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Exchange Agreements

On December 29, 2000, CI executed an exchange agreement with Goldman Sachs Credit Partners L.P., Cerberus Partners L.P. and Foothill Capital Corporation (hereinafter collectively referred to as the “Noteholders”) to exchange approximately $97.7 million of Series A Senior Subordinated Unsecured Notes (the “Series A Notes”) and approximately $11.6 million of accrued but unpaid interest on the Series A Notes and Series B Senior Subordinated Convertible Unsecured Notes (the “Series B Notes”) for 905 shares of CI Series A Cumulative Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”) in order to comply with Stark II for the year ending December 31, 2001. Such shares were issued on a pro rata basis to the Noteholders and had an aggregate liquidation preference of approximately $109.3 million.

On December 31, 2001, CI executed a second exchange agreement with the Noteholders to exchange $21 million of the Series A Notes and approximately $1.9 million of accrued but unpaid interest on the Series A Notes for 189.5705 shares of Series A Preferred Stock in order to comply with Stark II for the year ending December 31, 2002. Such shares were issued on a pro rata basis to the Noteholders and had an aggregate liquidation preference of approximately $22.9 million.

On December 31, 2002, CI executed a third exchange agreement with the Noteholders to exchange approximately $40.2 million of the Series A Notes, $7.3 million of accrued but unpaid interest on the Series A Notes, $83.1 million of the Series B Notes and $16.6 million of accrued but unpaid interest on the Series B Notes for 1,218.2808 shares of CI Series B Cumulative Preferred Stock, $0.001 par value per share (the “Series B Preferred Stock”) in order to comply with Stark II for the year ending December 31, 2003. Such shares were issued on a pro rata basis to the Noteholders and had an aggregate liquidation preference of approximately $147.2 million. The Series A Preferred Stock and the Series B Preferred Stock had aggregate liquidation preferences at December 31, 2002 of approximately $175.4 million and $147.2 million, respectively.

After consideration of the aforementioned exchange transactions, at December 31, 2002 there was $9.0 million of principal outstanding under the Series B Notes (maturing on June 30, 2003 and bearing interest at 9.0%) and no amounts outstanding under the Series A Notes.

Preferred Stock

The authorized Series A Preferred Stock consists of 2,500 shares and the only shares issued and outstanding at December 31, 2002 are those issued pursuant to the aforementioned exchange agreements and the corresponding in-kind dividend payments. The characteristics and attributes of the Series A Preferred Stock remain consistent with the description thereof included in CHC’s Form 10-Q for the quarterly period ended September 30, 2002. However, certain provisions of an irrevocable waiver agreement, dated April 12, 2002, amongst the Noteholders which limited the aggregate voting rights of the Series A Preferred Stock to no more than 49% of all voting rights of the outstanding common stock and Series A Preferred Stock of CI, voting together as a single class, and limited board of director representation to less than 50% have been formally incorporated into the Second Certificate of Amendment of Certificate of Designation, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof of Coram, Inc. filed on December 31, 2002 (Exhibit 99.4).

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In conjunction with the December 31, 2002 exchange agreement, CI issued the Noteholders shares of a new class of preferred stock. The principal characteristics and attributes of the Series B Preferred Stock are as follows:

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Item 7. Financial Statements and Exhibits

           (c)  Exhibits

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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.

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EXHIBIT INDEX