<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
-----------------------
Date of report (Date of earliest event reported): February 15, 1998
ATRIA COMMUNITIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-211589 61-1303738
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
501 South 4th Avenue, Suite 140
Louisville, Kentucky 40202
(Address of Principal Executive Offices, including Zip Code)
Registrant's telephone number, including area code: (502) 719-1600
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS.
On February 15, 1998, a dividend of one preferred stock purchase right (a
"Right") was declared for each outstanding share of common stock, par value
$0.10 per share (the "Common Shares"), of Atria Communities, Inc. (the
"Corporation"). The dividend is payable on February 28, 1998 (the "Record
Date") to the stockholders of record on that date. Each Right entitles the
registered holder thereof to purchase from the Corporation one one-hundredth of
a share of Series A Junior Participating Preferred Stock, par value $1.00 per
share (the "Preferred Shares"), of the Corporation, at a price of $100 per one
one-hundredth of a Preferred Share (the "Exercise Price"), subject to
adjustment. The description and terms of the Rights are set forth in the
Shareholder Protection Rights Agreement dated as of February 15, 1998, as
amended by the First Amendment thereto dated as of February 24, 1998 (as so
amended, the "Rights Agreement"), between the Corporation and National City
Bank, as Rights Agent (the "Rights Agent").
Separation Time
- ---------------
Until the date on which certain events take place (the "Separation Time"),
the Rights will be evidenced by, with respect to any Common Share certificate
outstanding on the Record Date, such Common Share certificate and a Summary of
Rights mailed to each holder of record on the Record Date. The term "Separation
Time" means the close of business on the earlier of (a) the tenth business day
(or such earlier or later date as may be determined by the Board of Directors of
the Corporation) following a public announcement by the Corporation that a
person or group of affiliated or associated persons has acquired beneficial
ownership of 15% or more of the outstanding Common Shares (collectively, an
"Acquiring Person") (the "Flip-in Date") or (b) the tenth business day (or such
later date as may be determined by the Board of Directors of the Corporation)
after the date on which any person or group of affiliated or associated persons
commences a tender or exchange offer the consummation of which would result in
the beneficial ownership by such person or group of 15% or more of the
outstanding Common Shares. However, an Acquiring Person does not include (a)
any person who is not a beneficial owner of any Common Shares on February 15,
1998 (the date of adoption of the Rights Agreement), but thereafter becomes a
beneficial owner of Common Shares solely as a result of acquiring or agreeing to
acquire not more than 10,000,000 Common Shares from Vencor, Inc. or any
transferee of Vencor, Inc., until such person thereafter acquires beneficial
ownership of any additional Common Shares, (b) any person who is a beneficial
owner of 15% or more of the outstanding Common Shares on February 15, 1998 (the
date of adoption of the Rights Agreement), until such person thereafter acquires
beneficial ownership of any additional Common Shares (unless such person became
the beneficial owner of such additional Common Shares without any plan or
intention to seek or affect control of the Corporation and such person promptly
divests of such additional Common Shares), (c) a person who acquires beneficial
ownership of 15% or more of the outstanding Common Shares without any intention
to affect control of the Corporation and who thereafter promptly divests
sufficient shares so that such person ceases to be the beneficial owner of 15%
or more of the outstanding Common Shares, or (d) a person who
-2-
<PAGE>
is or becomes a beneficial owner of 15% or more of the outstanding Common Shares
as a result of an option granted by the Corporation in connection with an
agreement to acquire or merge with the Corporation prior to a Flip-In Date. In
addition, neither Vencor, Inc. nor any affiliate or associate of Vencor, Inc.
shall be deemed to be an Acquiring Person solely because one or more affiliates
or associates of Vencor, Inc. acquire after February 15, 1998 beneficial
ownership, collectively, of not more than 10,000 Common Shares, provided that
such persons acquired such beneficial ownership without any plan or intention to
seek or affect control of the Corporation.
Transfer of Rights and Certificates
- -----------------------------------
The Rights Agreement provides that, until the Separation Time, the Rights
will be transferred with and only with the Common Shares. Until the Separation
Time (or the earlier termination or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Separation Time (or the earlier termination or expiration
of the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation, will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Separation Time, separate certificates evidencing the Rights (the "Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Separation Time, and such separate Right
Certificates alone will evidence the Rights.
Exercise Period
- ---------------
The Rights are not exercisable until the Separation Time. After the
Separation Time and prior to the Expiration Time, each Right (unless previously
terminated) will entitle the holder to purchase, for the Exercise Price, one
one-hundredth of a share of the Preferred Shares having the rights described
below. The Rights will expire at the Expiration Time, unless the Expiration
Time is extended or the Rights are earlier terminated by the Corporation. The
term "Expiration Time" is defined in the Rights Agreement and generally means
February 15, 2008, unless the Rights are sooner exchanged or terminated.
Adjustments
- -----------
The Exercise Price payable, and the number of outstanding Rights and the
number of one one-hundredth interests in Preferred Shares issuable upon exercise
of each Right, are subject to adjustment in the event of a stock split of the
Common Shares or a stock dividend on the Common Shares payable in Common Shares
or subdivisions, consolidations or combinations of the Common Shares occurring,
in any such case, prior to the Separation Time.
-3-
<PAGE>
If, prior to the Separation Time, the Corporation distributes securities or
assets in exchange for Common Shares (other than regular cash dividends or a
dividend paid solely in Common Shares) whether by dividend, reclassification or
otherwise, the Corporation shall make such adjustments, if any, in the Exercise
Price, number of Rights and otherwise as the Board of Directors deems
appropriate.
Exercise of Rights for Common Stock
- -----------------------------------
At a Flip-in Date, Rights owned by the Acquiring Person or any affiliate or
associate thereof or any transferee thereof will automatically become void and,
subject to the Exchange Option summarized below, each other Right will
automatically become a right to buy, for the Exercise Price, that number of
Common Shares having a market value of twice the Exercise Price. Instead of
issuing Common Shares upon exercise of a Right following a Flip-in Date, the
Corporation may substitute cash, property, a reduction in the Exercise Price,
Preferred Shares or other securities (or any combination of the above) having a
value equal to the Common Shares which would otherwise be issuable. After a
Flip-in Date occurs, the Corporation may not consolidate or merge with, or sell
50% or more of its assets or earning power to, any person, if the Corporation's
Board of Directors is controlled by the Acquiring Person, unless proper
provision is made so that each Right would thereafter become a right to buy, for
the Exercise Price, that number of shares of common stock of such other person
having a market value of twice the Exercise Price.
Optional Exchange of Rights
- ---------------------------
At any time after a Flip-in Date occurs and prior to the time a person or
group of persons become the beneficial owner of more than 50% of the outstanding
Common Shares, the Board of Directors of the Corporation may elect to exchange
all of the outstanding Rights (other than Rights owned by such person or group
which have become void), for Common Shares at an exchange ratio (subject to
adjustment) of one Common Share per Right (the "Exchange Option").
Termination of Rights
- ---------------------
At any time prior to a Flip-in Date, the Board of Directors of the
Corporation may terminate the Rights. Immediately upon any termination of the
Rights, the right to exercise the Rights will terminate.
-4-
<PAGE>
Amendments
- ----------
The Corporation and the Rights Agent may amend the Rights Agreement in any
respect prior to the occurrence of a Flip-in Date. Thereafter, the Corporation
and the Rights Agent may amend the Rights Agreement (i) in any respect which
shall not materially adversely affect the interests of holders of Rights
generally, (ii) to cure an ambiguity or (iii) to correct or supplement any
provision which may be inconsistent with any other provision or otherwise
defective.
Rights Prior to Exercise
- ------------------------
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Corporation, including, without limitation, the
right to vote or to receive dividends.
Documents and Effect of This Summary
- ------------------------------------
A copy of the Rights Agreement is included as an Exhibit to this Report.
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is hereby
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
No financial statements are required to be filed as part of this Report.
The following exhibits are filed as part of this Report:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
---------- ------------------------------------------------------
<S> <C>
*99.1 Shareholder Protection Rights Agreement, dated as of
February 15, 1998, between Atria Communities, Inc.
and National City Bank, as Rights Agent
*99.2 Press Release, dated February 16, 1998
99.3 First Amendment to Shareholder Protection Rights
Agreement, dated as of February 24, 1998, between
Atria Communities, Inc. and National City Bank, as
Rights Agent
</TABLE>
__________________
* Previously filed.
-5-
<PAGE>
SIGNATURE
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.
ATRIA COMMUNITIES, INC.
By: /s/ W. Patrick Mulloy, II
---------------------------
W. Patrick Mulloy, II
President and Chief Executive Officer
Dated: February 24, 1998
-6-
<PAGE>
EXHIBIT 99.3
FIRST AMENDMENT TO SHAREHOLDER PROTECTION RIGHTS AGREEMENT
<PAGE>
FIRST AMENDMENT TO SHAREHOLDER PROTECTION RIGHTS AGREEMENT
THIS AGREEMENT ("Agreement"), dated as of the 24th day of February 1998, by
and between Atria Communities, Inc., a Delaware corporation (the "Company"), and
National City Bank, as Rights Agent (the "Rights Agent"), constitutes the First
Amendment to the Shareholder Protection Rights Agreement dated February 15, 1998
by and between the Company and the Rights Agent (the "Rights Agreement").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the parties hereto desire to amend the Rights Agreement in certain
respects on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:
1. The Rights Agreement is hereby amended by deleting the definition of
"Acquiring Person" in Section 1.1 thereof in its entirety and substituting in
lieu thereof the following new definition:
"Acquiring Person" shall mean any Person who is a Beneficial Owner of 15%
or more of the outstanding shares of Common Stock; provided, however, that
the term "Acquiring Person" shall not include any Person (i) who is not a
Beneficial Owner of any shares of Common Stock, but becomes a Beneficial
Owner of Common Stock after the date of this Agreement solely as a result
of acquiring or agreeing to acquire not more than 10,000,000 shares of
Common Stock from Vencor, Inc. or any transferee of Vencor, Inc., until
such time thereafter as such Person shall become the Beneficial Owner
(other than by means of a stock divided or stock split) of any additional
shares of Common Stock, (ii) who is the Beneficial Owner of 15% or more of
the outstanding shares of Common Stock on the date of this Agreement or who
shall become the Beneficial Owner of 15% or more of the outstanding shares
of Common Stock solely as a result of an acquisition by the Company of
shares of Common Stock, until such time hereafter or thereafter as such
Person shall become the Beneficial Owner (other than by means of a stock
dividend or stock split) of any additional shares of Common Stock (unless
such Person became the Beneficial Owner of such additional shares of Common
Stock without any plan or intention to seek or affect control of the
Company and such Person promptly enters into an irrevocable commitment
promptly to divest, and thereafter promptly divests (without exercising or
retaining any power, including voting power, with respect to such shares),
all of such additional shares), (iii) who is the Beneficial Owner of 15%,
or more of the outstanding shares of Common Stock but who acquired
Beneficial Ownership of shares of Common Stock without any plan or
intention to seek or affect control of the Company, if such Person promptly
enters into an irrevocable commitment promptly to divest, and thereafter
promptly divests (without exercising or retaining any power, including
voting power, with respect to such shares), sufficient shares of Common
Stock (or securities convertible into, exchangeable into or exercisable for
Common Stock) so that such Person ceases to be the Beneficial Owner of 15%
or more of the outstanding shares of Common Stock or (iv) who Beneficially
Owns shares of Common Stock consisting solely of one or more of (A) shares
of Common Stock Beneficially Owned pursuant to the grant or exercise of an
option granted to such Person by the Company in connection with an
agreement to merge with, or acquire, the Company entered into prior to a
Flip-In Date, (B) shares of Common Stock (or securities
<PAGE>
convertible into, exchangeable into or exercisable for Common Stock),
Beneficially Owned by such Person or its Affiliates or Associates at the
time of grant of such option or (C) shares of Common Stock (or securities
convertible into, exchangeable into or exercisable for Common Stock)
acquired by Affiliates or Associates of such Person after the time of such
grant which, in the aggregate, amount to less than 1% of the outstanding
shares of Common Stock. In addition, notwithstanding anything herein to the
contrary, neither Vencor, Inc. nor any Affiliate or Associate of Vencor,
Inc. shall be deemed to be an Acquiring Person solely because one or more
Affiliates or Associates of Vencor, Inc. hereafter acquire Beneficial
Ownership, collectively, of not more than 10,000 shares of Common Stock,
provided that such Persons acquired such Beneficial Ownership without any
plan or intention to seek or affect control of the Company. In addition,
the Company, any wholly owned Subsidiary of the Company and any employee
stock ownership or other employee benefit plan of the Company or a wholly
owned Subsidiary of the Company shall not be an Acquiring Person.
2. All terms defined in the Rights Agreement which are used herein shall
have the meanings defined in the Rights Agreement, unless specifically defined
otherwise herein.
3. The term "Agreement" as used in the Rights Agreement shall mean the
Rights Agreement, as amended by this Agreement, or as it may from time to time
be amended in the future by one or more other written amendment or modification
agreements entered into pursuant to the applicable provisions of the Rights
Agreement.
4. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns.
5. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware.
6. Except as expressly herein amended, the terms and conditions of the
Rights Agreement shall remain in full force and effect.
7. This Agreement is not intended to be, nor shall it be construed to be,
a novation.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
ATRIA COMMUNITIES, INC.
By: /s/ W. Patrick Mulloy, II
------------------------------
W. Patrick Mulloy, II
President and Chief Executive Officer
NATIONAL CITY BANK
By: /s/ Sherry L. Damore
--------------------------
Sherry L. Damore
Vice President
-2-
