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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MedPartners, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 63-1151076
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(State of incorporation or organization) (IRS Employee
Identification No.)
3000 Galleria Tower, Suite 1000
Birmingham, AL 35244
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preference Share Purchase Rights New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None.
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(Title of class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
The MedPartners' Stockholders' Rights Plan, as amended (the "MedPartners
Rights Plan") dated March 1, 1995, between MedPartners, Inc. ("MedPartners") and
Chemical Bank, as Rights Agent, is hereby incorporated by reference.
The MedPartners Rights Plan provides that one right (a "Right") will be
issued with each share of MedPartners Common Stock (whether originally issued or
from MedPartners' treasury) prior to the Rights Distribution Date (as defined
therein). The Rights are not exercisable until the Rights Distribution Date and
will expire at the close of business on the date which is 10 years from the date
of the distribution unless previously redeemed by MedPartners as described
below. When exercisable, each Right will entitle the owner to purchase from
MedPartners one one-hundredth of a share of MedPartners Series C (Junior
Participating) Preferred Stock ("Series C Preferred Stock") at a purchase price
of $52.00 per share. The MedPartners Series C Preferred Stock may be issued in
fractional shares.
Except as described below, the Rights will be evidenced by all the
MedPartners Common Stock certificates and will be transferred with the
MedPartners Common Stock certificates, and no separate Rights certificates will
be distributed. The Rights will separate from the MedPartners Common Stock and
a "Rights Distribution Date" will occur upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 10% or more of the outstanding MedPartners
Common Stock (the "Stock Acquisition Date") and (ii) 10 business days following
the commencement of a tender offer or exchange offer that would result in a
person or group becoming an Acquiring Person.
After the Rights Distribution Date, Rights certificates will be mailed to
holders of record of shares of the MedPartners Common Stock as of the Rights
Distribution Date and thereafter the separate Rights certificates alone will
represent the Rights. Pursuant to the Rights Agreement, however, printed Right
Certificates will not be mailed until as soon as practicable after the earlier
of the tenth day after the public announcement that a person or group has
acquired beneficial ownership of more than 10% or more of the Common Stock or
the tenth business (or such later date as may be determined by action of the
Board of Directors) after a person commences, or announces its intention to
commence, a tender offer or exchange offer the consummation of which would
result in the beneficial ownership by a person or group of 10% or more of the
Common Stock.
The MedPartners Series C Preferred Stock issuable upon exercise of the
Rights will be entitled to a minimum preferential quarterly dividend payment of
$.001 per share and will be entitled to an aggregate dividend of 100 times the
dividend, if any, declared for each share of MedPartners Common Stock. In the
event of liquidation, the holders of the MedPartners Series C Preferred Stock
will be entitled to a minimum preferential liquidation payment of $52.00 per
share and will be entitled to an aggregate payment of 100 times the payment made
per share of
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MedPartners Common Stock. Each share of the MedPartners Series C Preferred
Stock will have 100 votes and will vote together with the shares of MedPartners
Common Stock. In the event of any merger, consolidation or other transaction in
which shares of MedPartners Common Stock are changed or exchanged, each share of
MedPartners Series C Preferred Stock will be entitled to receive 100 times the
amount received per share of MedPartners Common Stock. These rights are
protected by customary anti-dilution provisions. The MedPartners Series C
Preferred Stock will, if issued, be junior to any other series of MedPartners
Preferred Stock which may be authorized and issued by MedPartners, unless the
terms of any such other series provide otherwise. The MedPartners Series C
Preferred Stock will not be redeemable. Once the shares of MedPartners Series C
Preferred Stock are issued, the MedPartners Certificate of Incorporation may not
be amended in a manner which would materially alter or change the powers,
preferences or special rights of the MedPartners Series C Preferred Stock so as
to affect them adversely without the affirmative vote of the holders of
two-thirds or more of the outstanding shares of the MedPartners Series C
Preferred Stock, voting separately as a class. Because of the nature of the
MedPartners Series C Preferred Stock dividend, liquidation and voting rights,
the value of a share of the MedPartners Series C Preferred Stock purchasable
upon exercise of each Right should approximate the value of one share of
MedPartners Common Stock.
In the event that (i) a person becomes an Acquiring Person (except
pursuant to a tender offer or an exchange offer for all outstanding shares of
MedPartners Common Stock at a price and on terms determined by at least a
majority of the members of MedPartners' Board of Directors who are not officers
of MedPartners and who are not representatives, nominees, affiliates or
associates of an Acquiring Person, to be (a) at a price which is fair to
MedPartners' stockholders and (b) otherwise in the best interests of MedPartners
and its stockholders (a "Qualifying Offer")), (ii) an Acquiring Person engages
in certain self-dealing transactions involving MedPartners, such as, (a) merging
or consolidating into or with MedPartners where MedPartners survives and the
MedPartners Common Stock remains outstanding, (b) transferring assets to
MedPartners in exchange for MedPartners' securities, or acquiring securities
from MedPartners other than on the same basis as from all other stockholders,
(c) transferring assets to or from MedPartners on terms less favorable than
arm's length, (d) transferring to or from MedPartners' assets having a fair
market value in excess of $5,000,000, (e) receiving unusual compensation or (f)
receiving any other financial benefit not provided to all other stockholders, or
(iii) during such time as there is an Acquiring Person, there is any
reclassification of securities, recapitalization, merger or consolidation which
increases by more than 1% the amount of the MedPartners Common Stock
beneficially owned by the Acquiring Person, each holder of a Right will
thereafter have the right to receive, upon the exercise thereof at the then
current exercise price, shares of MedPartners Common Stock (or, in certain
circumstances, cash, property or other securities of MedPartners) having a value
equal to two times the exercise price of the Right. Notwithstanding any of the
foregoing, following the occurrence of any such events, all Rights that are, or
(under certain circumstances specified in the MedPartners Rights Plan) were,
beneficially owned by any Acquiring Person (or certain related parties), will be
null and void. However, Rights are not exercisable following the occurrence of
the events set forth above until such time as the Rights are no longer
redeemable by MedPartners as set forth below.
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In the event that, at any time following the Stock Acquisition Date, (i)
MedPartners is acquired in a merger or other business combination transaction in
which MedPartners is not the surviving corporation or the MedPartners Common
Stock is changed or exchanged (other than a merger which follows a Qualifying
Offer and satisfies certain other requirements), or (ii) 50% or more of
MedPartners' assets or earning power is sold or transferred, each holder of a
Right (except Rights which previously have been voided as set forth above) shall
thereafter have the right to receive upon the exercise thereof at the then
current exercise price, common stock of the acquiring company having a value
equal to two times the exercise price of the Right.
At any time until ten days following the Stock Acquisition Date,
MedPartners may redeem the Rights in whole, but not in part, at a price of $.001
per Right. Immediately upon the action of MedPartners' Board of Directors
ordering redemption of the Rights, the Rights will terminate, and the only right
of the holders of Rights will be to receive the $.001 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of MedPartners, including without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to MedPartners, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for shares of MedPartners Common Stock (or other consideration) or
for common stock of the acquiring company as set forth above.
Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Plan may be amended by
MedPartners' Board of Directors prior to the Rights Distribution Date. After
the Rights Distribution Date, the provisions of the Rights Agreement may be
amended by MedPartners' Board of Directors in order to cure any ambiguity, to
make changes which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person) or to shorten or lengthen any
time period under the Rights Agreement, provided that no amendment to adjust the
time period governing redemption shall be made at such time as the Rights are
not redeemable.
The Rights have certain anti-takeover effects as they will cause
substantial dilution to a person or group that acquires a substantial interest
in MedPartners without the prior approval of MedPartners' Board of Directors.
The effect of the Rights may be to inhibit a change in control of MedPartners
(including through a third party tender offer at a price which reflects a
premium to then prevailing trading prices) that may be beneficial to MedPartners
stockholders.
ITEM 2. EXHIBITS
(4)-1 MedPartners, Inc. Stockholders' Rights Agreement, filed as
Exhibit (4)-1 to MedPartners' Registration Statement on
Form S-4 (Registration No. 333-00774), is hereby
incorporated herein by reference.
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(4)-2 Amendment No. 1 to the Rights Agreement of MedPartners,
Inc., filed as Exhibit (4)-2 to MedPartners' Annual Report
on Form 10-K for the fiscal year ended December 31, 1996,
is hereby incorporated herein by reference.
(4)-3 Amendment No. 2 to the Rights Agreement of MedPartners,
Inc., filed as Exhibit (4)-2 to MedPartners' Registration
Statement on Form S-3 (Registration No. 333-17339), is
hereby incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: July 11, 1997
MEDPARTNERS, INC.
By: /s/ Harold O. Knight, Jr.
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Harold O. Knight, Jr.
Executive Vice President
and Chief Financial Officer
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