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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
ATRIA COMMUNITIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 61-1303738
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(State of Incorporation (IRS Employer Identification No.)
or Organization)
501 South 4th Avenue, Suite 140
Louisville, Kentucky 40202
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration If this form relates to the registration of a
of a class of debt securities and is class of debt securities and is to become
effective upon filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check the effectiveness of a concurrent registration
following box. [_] statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. [_]
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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
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Junior Participating Preferred Stock Purchase Rights
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On February 15, 1998, a distribution of one right (a "Right") was declared
for each share of Common Stock, par value $0.10 per share (the "Common Stock"),
of Atria Communities, Inc. (the "Company") outstanding at the close of business
on February 28, 1998 and for each share of Common Stock issued (including shares
distributed from Treasury) by the Company thereafter and prior to the Separation
Time (as defined). Each Right entitles the registered holder thereof to
purchase from the Company one one-hundredth (1/100th) of a share (a "Unit") of
Series A Junior Participating Preferred Stock, par value $1.00 per share (the
"Preferred Stock"), at a purchase price of $100 per Unit (the "Exercise Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Shareholder Protection Rights Agreement between the Company and National City
Bank, as Rights Agent, 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").
Initially, the Rights will attach to all certificates representing shares of
outstanding Common Stock, and no separate Rights certificates will be
distributed. The Rights will separate from the Common Stock and the "Separation
Time" will occur upon the earlier of (i) ten business days (unless otherwise
accelerated or delayed by the Board) following public announcement that a person
or group of affiliated or associated persons (an "Acquiring Person") has
acquired, obtained the right to acquire, or otherwise obtained beneficial
ownership of 15% or more of the then outstanding shares of Common Stock, or (ii)
ten business days (unless otherwise delayed by the Board) following the
commencement of a tender offer or exchange offer that would result in a person
or group beneficially owning 15% or more of the then outstanding shares of
Common Stock. An Acquiring Person does not include (a) any person who is not a
beneficial owner of any shares of Common Stock on February 15, 1998 (the date of
adoption of the Rights Agreement), but thereafter becomes a beneficial owner of
Common Stock 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 person shall thereafter acquire beneficial ownership of
any additional shares of Common Stock, (b) any person who is a beneficial owner
of 15% or more of the Common Stock on February 15, 1998 (the date of adoption of
the Rights Agreement), until such person shall thereafter acquire beneficial
ownership 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
divests of such additional shares), (c) a person who acquires beneficial
ownership of 15% or more of the Common Stock without any intention to affect
control of the Company and who thereafter promptly divests sufficient shares so
that such person ceases to be the beneficial owner of 15% or more of the Common
Stock, or (d) a person who is or becomes a beneficial owner of 15% or more of
the Common Stock as a result of an option granted by the Company in connection
with an agreement to acquire or merge with the Company prior to a Flip-In Date
(as defined). 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 shares of Common
Stock,
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provided that such persons acquired such beneficial ownership without any
plan or intention to seek or affect control of the Company.
Until the Separation Time, (i) the Rights will be evidenced by Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after February 28, 1998
(including shares distributed from Treasury) will contain a legend incorporating
the Rights Agreement by reference and (iii) the surrender for transfer of any
certificates representing outstanding Common Stock will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate.
The Rights are not exercisable until the Separation Time and will expire at
the close of business on the tenth anniversary of the Rights Agreement unless
earlier terminated by the Company as described below.
As soon as practicable after the Separation Time, Rights certificates will be
mailed to holders of record of Common Stock as of the close of business on the
date when the Separation Time occurs and, thereafter, the separate Rights
certificates alone will represent the Rights.
If a "Flip-In Date" occurs (i.e., the close of business ten business days
following announcement by the Company that a person has become an Acquiring
Person), and if the Company has not terminated the Rights as described below,
then the Rights entitle the holders thereof to acquire shares of Common Stock
(rather than Preferred Stock) having a value equal to twice the Exercise Price.
Instead of issuing shares of Common Stock upon exercise of a Right following a
Flip-In Date, the Company may substitute cash, property, a reduction in the
Exercise Price, Preferred Stock or other securities (or any combination of the
above) having a value equal to the Common Stock which would otherwise be
issuable. In addition, at the option of the Board of Directors prior to the
time that any person becomes the beneficial owner of more than 50% of the Common
Stock, and rather than payment of the cash Exercise Price, each Right may be
exchanged for one share of Common Stock if a Flip-In Date occurs.
Notwithstanding any of the foregoing, all Rights that are, or (under certain
circumstances set forth in the Rights Agreement) were, beneficially owned by any
person on or after the date such person becomes an Acquiring Person will be null
and void.
After a Flip-in Date occurs, the Company may not consolidate or merge with,
or sell 50% or more of its assets or earning power to, any person, if the
Company'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.
The Exercise Price payable and the number of Rights outstanding are subject
to adjustment from time to time to prevent dilution in the event of a stock
dividend, stock split or reverse stock split, or other recapitalization which
would change the number of shares of Common Stock outstanding.
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At any time until the close of business on the Flip-In Date, the Board of
Directors may terminate the Rights without any payment to the holders thereof.
The Board of Directors may condition termination of the Rights upon the
occurrence of a specified future time or event.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a shareholder of the Company, including, without limitation, the right to
vote or to receive dividends.
While the distribution of the Rights will not be taxable to shareholders or
to the Company, shareholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable.
Any provisions of the Rights Agreement may be amended at any time prior to
the close of business on the Flip-In Date without the approval of holders of the
Rights, and thereafter, the Rights Agreement may be amended without approval of
the Rights holders in any way which does not materially adversely affect the
interests of the Rights holders.
A total of 1,000,000 shares of Preferred Stock will be reserved for issuance
upon exercise of the Rights.
Each Unit of Preferred Stock will receive dividends at a rate per Unit equal
to any dividends (except dividends payable in Common Stock) paid with respect to
a share of Common Stock and, on a quarterly basis, an amount per whole share of
Preferred Stock equal to the excess of $1.00 over the aggregate dividends paid
per whole share of Preferred Stock during the immediately preceding three-month
period.
In the event of liquidation, the holder of each Unit of Preferred Stock will
receive a preferred liquidation payment equal to the greater of $1.00 per whole
share or the per share amount paid in respect of a share of Common Stock.
Each Unit of Preferred Stock will have one vote, voting together with the
Common Stock.
In the event of any merger, consolidation, statutory share exchange or other
transaction in which shares of Common Stock are exchanged, each Unit of
Preferred Stock will be entitled to receive the per share amount paid in respect
of each share of Common Stock.
The rights of holders of the Preferred Stock to dividends, liquidation and
voting, and in the event of mergers, statutory share exchanges and
consolidations, are protected by customary antidilution provisions.
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Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the economic value of one Unit of Preferred Stock that may be
acquired upon the exercise of each Right should approximate the economic value
of one share of Common Stock.
The Rights may have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors of the Company (with, where
required by the Rights Agreement, the concurrence of a majority of the
continuing directors) unless the offer is conditioned on a substantial number of
Rights being acquired. However, the Rights should not interfere with any
merger, statutory share exchange or other business combination approved by a
majority of the directors since the Rights may be terminated by the Board of
Directors at any time on or prior to the close of business ten business days
after announcement by the Company that a person has become an Acquiring Person.
Thus, the Rights are intended to encourage persons who may seek to acquire
control of the Company to initiate such an acquisition through negotiations with
the Board of Directors. However, the effect of the Rights may be to discourage
a third party from making a partial tender offer or otherwise attempting to
obtain a substantial equity position in the equity securities of, or seeking to
obtain control of, the Company. To the extent any potential acquirors are
deterred by the Rights, the Rights may have the effect of preserving incumbent
management in office.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to the Company's Current Report on Form 8-K
dated February 15, 1998, as amended, and is incorporated herein by reference.
The foregoing summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to such exhibit.
ITEM 2. EXHIBITS.
1. Shareholder Protection Rights Agreement, dated as of February 15, 1998,
between Atria Communities, Inc. and National City Bank, as Rights Agent (which
includes as Exhibit A thereto the Form of Rights Certificate), incorporated
herein by reference to Exhibit 99.1 of Atria Communities, Inc.'s Form 8-K dated
February 15, 1998.
2. Press release dated February 15, 1998, incorporated herein by reference
to Exhibit 99.2 of Atria Communities, Inc.'s Form 8-K dated February 15, 1998.
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, incorporated herein by reference to Exhibit 99.3 of Atria
Communities, Inc.'s Form 8-K/A Amendment No. 1 dated February 15, 1998.
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SIGNATURES
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, thereto duly authorized.
ATRIA COMMUNITIES, INC.
Date: February 24, 1998 By: /s/ W. Patrick Mulloy, II
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W. Patrick Mulloy, II
President and Chief Executive Officer
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