##### Table of Contents



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): June 19, 2008
 APRIA HEALTHCARE GROUP INC.
  Delaware
    
    1-14316
    
    33-0488566(State or other
Jurisdiction of
Incorporation)
    
    (Commission File Number)
    
    (IRS Employer Identification No.)
 26220 Enterprise Court 
Lake Forest, California
    
    92630(Address of Principal Executive Offices)
    
    (Zip Code)
 (949) 639-2000
  
    o
    
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)þ
    
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o
    
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))o
    
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))




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TABLE OF CONTENTS  Item 1.01 Entry into a Material Definitive Agreement.Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.Item 8.01 Other Events.Item 9.01 Financial Statements and Exhibits.SIGNATURESEXHIBIT INDEXEXHIBIT 2.1EXHIBIT 10.1EXHIBIT 99.1    Table of Contents  
 Item 1.01 Entry into a Material Definitive Agreement.
 Merger Agreement




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##### Table of Contents



Credit Agreement
  
 Item 2.03
    
    Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
  
 Item 8.01 Other Events.
  Forward-Looking Statements
  IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
 STOCKHOLDERS OF APRIA ARE
URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION
 www.sec.gov




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##### Table of Contents



www.apria.com
  
 Item 9.01 Financial Statements and Exhibits.
  ExhibitNumber
    
    Reference2.1
    
    Agreement and Plan of Merger, dated
as of June 18, 2008, by and
among the Company, Buyer, and Merger Sub.*10.1
    
    Credit Agreement, dated as of
June 18, 2008, by and among the
Company, Lenders, Banc of America Bridge LLC, Barclays Capital and
Wachovia Capital Markets, LLC.99.1
    
    Press Release issued by the Company on June 19, 2008.*
    
    Schedules and exhibits omitted pursuant to Item 601(b)(2) of
Regulation S-K. The Company agrees to furnish supplementally a
copy of any omitted schedule to the SEC upon request.
 
 SIGNATURES
  APRIA HEALTHCARE GROUP INC.
Registrant/s/ Peter A. ReynoldsPeter A. ReynoldsChief Accounting
Officer and Controller




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Reference2.1
    
    Agreement and Plan of Merger, dated
as of June 18, 2008, by and
among the Company, Buyer, and Merger Sub.*10.1
    
    Credit Agreement, dated as of
June 18, 2008, by and among the
Company, Lenders, Banc of America Bridge LLC, Barclays Capital and
Wachovia Capital Markets, LLC99.1
    
    Press Release issued by the Company on June 19, 2008.*
    
    Schedules and exhibits omitted pursuant to Item 601(b)(2) of
Regulation S-K. The Company agrees to furnish supplementally a
copy of any omitted schedule to the SEC upon request.