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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 7, 1998
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THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 0-11656 22-1807533
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(State or other jurisdiction (Commission File Number) (I.R.S. EIN)
of incorporation)
Two Nationwide Plaza, Suite 760, Columbus, Ohio 43215
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (614) 221-6000
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NO CHANGE
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(Former name or former address, if changed since last report)
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Item 9. Recent Sales of Unregistered Securities.
(a) Date: December 7, 1998.
Title: Series 2 Bonds.
Amount
Sold: Two (2) bonds totalling One Million One Hundred Thousand
Swiss Francs (CHF 1,100,000.00), each in the amount of
Five Hundred Fifty Thousand Swiss Francs (CHF
550,000.00).
(b) No underwriter. The bonds were sold to European investors.
(c) The total offering price for the bonds sold was One Million One
Hundred Thousand Swiss Francs (CHF 1,100,000.00) with no
underwriting discounts or commissions. The bonds are convertible
into common stock at a price of CHF 3.7037 per share of common
stock with no underwriting discounts or commissions.
(d) The exemption relied upon is Regulation S. The bonds were sold in
an offshore transaction to European investors and were issued in
the name of a Swiss bank. Therefore, the transaction complied
with the requirement that the offer not be made to a U.S. person
and that the buy order be originated when the purchaser is
outside of the United States. Additionally, no directed selling
efforts were engaged in, since no activities with the potential
to condition the United States' market for the sale of the
securities were conducted. Furthermore, the sales qualify for
Regulation S's second safe harbor, as the issuer is a reporting
issuer and has met all the offering restrictions imposed by the
safe harbor. Namely, the certificates are properly legended as
required by Regulation S (see Section 1.5 of the bonds attached
hereto as an exhibit) and inform the holder of the transactional
requirements imposed during the restricted period. Additionally,
as is set forth in section (e) below, certain conditions were
imposed upon the exercise of the bonds, as required by Section
902(m) of Regulation S.
(e) The bonds provide that the registered owner may, from time to
time prior to December 7, 2003, convert the principal of the
bonds into fully paid and nonassessable shares of Common Stock of
The Wendt-Bristol Health Services Corporation at a price of CHF
3.7037 per share, provided that each exercise can be in an amount
of no less than One Hundred Thousand Swiss Francs (CHF
100,000.00) and subject to adjustment upon the happening of
certain events. Additionally, the registered owner must provide
written certification
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that the purchaser is not a "U.S. person" as defined in Section
902(k) of Regulation S and that the conversion rights are not
being exercised on behalf of a "U.S. person." In the alternative,
the written opinion of counsel to the effect that the bond and
underlying securities are exempt from registration or have been
registered may be provided. The Registrant will not register any
transfer of the common stock not made in accordance with the
provisions of Regulation S.
SIGNATURE
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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.
THE WENDT-BRISTOL HEALTH
SERVICES CORPORATION
Dated: December 21, 1998 By: /s/ SHELDON A. GOLD
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Sheldon A. Gold, President
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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THE WENDT-BRISTOL HEALTH
SERVICES CORPORATION
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EXHIBITS
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EXHIBIT INDEX
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EXHIBIT PAGE NO.
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1 Series 2 Bond dated December 7, 1998, by and 6
between The Wendt-Bristol Health Services
Corporation and Banca Del Sempione,
or registered assigns
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EXHIBIT 1
THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
7.0% BOND DUE DECEMBER 7, 2003
ARTICLE I
Promise to Pay; Interest; Payment Terms
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1.1 FOR VALUE RECEIVED, The Wendt-Bristol Health Services Corporation
(the "Company"), a Delaware corporation, promises to pay to BANCA DEL SEMPIONE
(the "Holder") or registered assigns, the sum of Five Hundred Fifty Thousand
Swiss Francs (CHF 550,000), and promises to pay interest on the principal amount
of this Bond at the rate of 7.0% per annum from the issuance date hereof until
paid. The Company will pay interest quarterly on March 31, June 30, September 30
and December 31 of each year, commencing on December 31, 1998. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. If not sooner
paid in accordance with the terms hereof, the principal and any unpaid interest
of this Bond shall be due and payable on December 7, 2003, at which time the
Holder shall surrender this Bond against payment. The Company's obligation to
pay interest on the principal hereof shall cease on December 7, 2003 if this
Bond is not so surrendered. The Company will pay both principal and interest in
Swiss Francs.
1.2 The Company may, with 90 days notice, prepay this Bond, in whole
or in part, without premium or penalty.
1.3 This Bond is one of a series of Bonds issued by the Company and
designated as Series 2.
1.4 Any payment of interest or principal which is due on a day that
is not a business day in the United States of America shall be payable on the
next following business day.
1.5 THIS BOND HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). THE HOLDER
OF THIS BOND PRIOR TO DECEMBER 7, 1999 CAN RESELL THIS BOND ONLY IF REGISTERED
UNDER THE ACT, PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, OR IN
TRANSACTIONS EFFECTED IN ACCORDANCE WITH THE PROVISIONS OF RULE 903 AND RULE 904
OF REGULATION S ADOPTED UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THIS BOND
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.
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1.6 THE SECURITIES TO BE ISSUED UPON THE CONVERSION OF THIS BOND HAVE
NOT BEEN REGISTERED UNDER THE ACT AND THIS BOND MAY NOT BE CONVERTED BY OR ON
BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE.
1.7 The Company shall keep at its office a register in which the
Company shall provide for the registration of the Bond and for the registration
of transfer and exchange of this Bond. The holder of this Bond may, either in
person or by duly authorized attorney, surrender the same for registration of
transfer or exchange at the office of the Company and, without expense to the
Holder (except for taxes or governmental charges imposed in connection
therewith), receive in exchange therefor, a Bond in such denomination or
denominations as the Holder may request, dated as of the date to which interest
has been paid on the Bond so surrendered for transfer or exchange, for the same
aggregate principal amount as the then unpaid principal amount of the Bond so
surrendered for transfer or exchange, and registered in the name of such person
or persons as may be designated by the Holder. Each Bond presented or
surrendered for registration of transfer or exchange shall be duly endorsed, or
shall be accompanied by a written instrument of transfer, satisfactory in form
to the Company, duly executed by the Holder of this Bond so made and delivered
in exchange for this Bond shall in all other respects be in the same form and
have the same terms as this Bond. No transfer or exchange of this Bond shall be
valid and no such transfer or exchange shall be registered by the Company unless
made in the foregoing manner at such office and only if this Bond is registered
under the Act, exempt from registration under the Act or otherwise in compliance
with the requirements of Regulation S adopted under the Act.
Additional provisions of this Bond are set forth on the reverse side of
this Bond and on page 3 hereof.
THE WENDT-BRISTOL HEALTH SERVICES
CORPORATION , a Delaware corporation
By:_________________________________
Name: Marvin D. Kantor
Issue Date: December 7, 1998 Title: Chairman
ARTICLE II
Negative Pledge
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2.1 From the date hereof and continuing until such time as the Series
2 Bonds are paid in full, the Company shall not grant any Lien, as defined in
Section 2.2(a), in or against the New Jersey Property, as defined in Section
2.2(b). Nothing herein, however, shall prohibit any Lien in or against the New
Jersey Property which: (i) existed on or before
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date of this Bond, (ii) non-consensual Liens which arise by operation of law or
otherwise, such as by way of example and not in limitation, liens arising in
connection with workers' compensation obligations, retirement plan obligations,
unemployment insurance obligations, tax liens, judgment liens, (iii) Purchase
Money Security Interests, as defined in Section 2.2(d) below, or (iv) Liens
granted in substitution of any Lien permitted herein, but only if the maximum
amount secured does not exceed the amount secured thereon immediately prior to
the substitution.
2.2 As used in this Bond:
(a) "Liens" shall mean a security interests, liens,
encumbrances, or mortgages.
(b) "New Jersey Property" shall mean the real improved
property with a street address of 125 South Street,
Passaic, New Jersey 07055 consisting of approximately
6.49 acres.
(c) "Purchase Money Security Interest" shall have the
meaning as set forth in Section 1309.05 of the Ohio
Revised Code.
2.3 This Bond, along with all bonds issued as Series 2 Bonds, are
general unsecured obligations of the Company limited to the principal amount and
accrued interest.
ARTICLE III
Conversion and Purchase Rights
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3.1 The Holder of this Bond shall have the right (the "Conversion
Right") at any time or times on or prior to December 7, 2003, to convert any
portion of the principal amount of this Bond into fully paid and nonassessable
shares of common stock (the "Common Stock") of the Company at the conversion
ratio of 3.7037 Swiss Francs of principal of this Bond for one share of the
Common Stock (the "Conversion Price"), provided, however, that each exercise of
the Conversion Right shall be with respect to no less than One Hundred Thousand
Swiss Francs (CHF 100,000.00) of principal.
3.2 The Conversion Price and number of shares to be issued upon
exercise of the Conversion Right determined pursuant to Section 3.1 shall be
subject to adjustment from time to time upon the happening of the following
events while the Conversion Right remains outstanding:
(a) If, at any time after the issuance date of this Bond and
while the Conversion Right remains outstanding, there shall be a merger or
consolidation of the Company with or into another corporation, or the
liquidation of the Company, then, as part of such merger, consolidation or
liquidation, lawful provision shall be made so that the
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Holder shall thereafter be entitled to receive on the exercise of the Conversion
Right the number of shares of stock, other securities or property of the
Company, or of the successor corporation resulting from such merger or
consolidation, to which the Holder would have been entitled on such merger,
consolidation or liquidation as if the Conversion Right had been exercised
immediately before such merger, consolidation or liquidation. In any such case,
appropriate adjustment (as determined in good faith by the Company's Board of
Directors) shall be made in the application of the provisions of the Conversion
Right with respect to the rights and interest of the Holder after the merger,
consolidation or liquidation so that the provisions of the Conversion Right
shall be applicable after such event, as near as reasonably may be, in relation
to any shares, other securities or property deliverable after such event on the
exercise of the Conversion Right.
(b) In case at any time after the issuance date of this
Bond and while the Conversion Right remains outstanding, the shareholders of the
Company shall have received or shall have become entitled to receive, without
payment therefor:
(i) additional stock, other securities or property (other
than cash) by way of dividend,
(ii) any cash (excluding cash dividends payable solely out
of earnings or surplus of the Company), or
(iii) additional stock, other securities or property
(including cash) by way of spin-off, split-up,
reclassification, recapitalization, combination of
shares or similar corporate rearrangement;
other than as provided for in Section 3.2(a) or other than additional shares of
Common Stock issued as a stock dividend or in a stock-split as provided for in
Section 3.2(c), then, and in each such case, the Conversion Price shall be
reduced by the fair market value (as determined in good faith by the Company's
Board of Directors) of the portion of such stock, securities and property
(including cash) applicable to one share of Common Stock on the record date
fixed for determination of shareholders eligible to receive such items or, in
the absence of a record date, the date of distribution of such items.
(c) In case the Company shall at any time after the
issuance date of this Bond and while the Conversion Right remains outstanding
(i) declare or pay any dividend on outstanding shares of Common Stock payable in
Common Stock, (ii) effect a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend of its
Common Stock) or (iii) combine or consolidate the outstanding shares of Common
Stock into a lesser number of shares of Common Stock, by reclassification or
otherwise, then, and in each such case, the Conversion Price in effect at the
time of the record date for such dividend or of the effective date of such
subdivision, combination or reclassification, and the number of such shares of
Common Stock subject
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to the Conversion Right on such date, shall be proportionately adjusted so that
the Holder shall be entitled to receive the aggregate number of shares of Common
Stock which, if the Conversion Right had been exercised immediately prior to
such date at the Conversion Price then in effect, the Holder would have owned
upon the exercise and been entitled to receive upon such dividend, subdivision,
combination or reclassification.
3.3 No fractional shares of Common Stock will be issued in connection
with any exercise of the Conversion Right hereunder but in lieu of such
fractional shares, the Company shall make a cash payment therefor upon the basis
of the Conversion Price then in effect.
3.4 The Company covenants that during the period the Conversion Right
exists, the Company will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of Common Stock upon the
exercise of the Conversion Right of the Holder under this Bond. The Company
agrees that its issuance of this Bond shall constitute full authority to its
officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for shares of Common Stock upon the
exercise of the Conversion Right of the Holder under this Bond.
3.5 This Bond may be converted by the Holder in whole or in part,
subject to the minimum requirements set forth in Section 3.1 above, by the
surrender of this Bond at the principal office of the Company at its address and
in the manner set forth above in Section 4.4. In order to exercise the
Conversion Right, the Holder must communicate the intent to exercise the
Conversion Right to the President of the Company. The Holder must certify that
he/she/it is not a "U.S. person" as defined in Section 203.902(k) of Regulation
S nor purchasing the Common Stock on behalf of a "U.S. person" or must present
the written opinion of counsel to the effect that the Bond and the Common Stock
have been registered under the Securities Act of 1933 or are exempt from
registration thereunder. Upon partial exercise of the Conversion Right, a new
Bond containing the same issuance date and provisions of this Bond shall be
issued by the Company to the Holder for the remaining principal balance and the
number of shares of Common Stock with respect to which this Bond shall not have
been converted.
3.6 Prior to the exercise of the Conversion Right, the Holder shall
not be entitled to any rights of a stockholder of the Company, including without
limitation the right to vote, to receive dividends or other distributions or to
exercise any pre-emptive rights, and shall not be entitled to receive any notice
of any proceedings of the Company, except as provided herein.
3.7 The Company will not register any transfer of common stock not
made in accordance with the provisions of Regulation S.
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ARTICLE IV
Default; Remedies; Miscellaneous
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4.1 If the Company fails to pay any amount payable under this Bond
within 30 days after the Company receives written notice thereof from the Holder
setting forth such failure and demanding payment, the Lender may immediately
exercise any right, power or remedy permitted to the Lender by law or agreement.
4.2 A director, officer, employee or shareholder, as such, of the
Company shall not have any liability for any obligations of the Company under
this Bond or for any claim based on, or in respect or by reason of, such
obligations or their creation. The Holder by accepting this Bond waives and
releases all such liability. The waiver and release are part of the
consideration of the issuance of this Bond.
4.3 This Bond shall be governed by the laws of the State of Ohio
(U.S.A). This Bond embodies the entire agreement between the Company and the
Holder regarding the terms of the loan evidenced by this Bond, and supersedes
all oral statements and prior writings relating to that loan.
4.4 All notices, certificates, requests or other communications
hereunder shall be in writing and shall be deemed to be sufficiently given when
mailed by registered or certified mail, postage prepaid, and addressed to the
appropriate party at its address set forth below. The Company or the Holder may,
by notice given hereunder, designate any further or different addresses to which
subsequent notices, certificates, requests or other communications shall be
sent.
If to the Company The Wendt-Bristol Health Services Corporation
Two Nationwide Plaza
280 North High Street, Suite 760
Columbus, Ohio, 43215
U.S.A.
Attn: President
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