WENDT BRISTOL HEALTH SERVICES CORP
8-K, 1999-04-22
SKILLED NURSING CARE FACILITIES
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<PAGE>   1
                       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): April 9, 1999
                                                  -------------


                 THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


          Delaware                           0-11656                  22-1807533
- --------------------------------------------------------------------------------
(State or other jurisdiction        (Commission File Number)        (I.R.S. EIN)
    of incorporation)


Two Nationwide Plaza, Suite 760, Columbus, Ohio                            43215
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number, including area code: (614) 221-6000
                                                    --------------


                                    NO CHANGE
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
<PAGE>   2

ITEM 9. RECENT SALES OF UNREGISTERED SECURITIES.

        (a) Date:     April 9, 1999.

            Title:    Series 2 Bonds - Bond No. 003

            Amount
            Sold:     One (1) bond in the amount of Four Hundred Thousand Swiss
                      Francs (CHF 400,000.00).

        (b) No underwriter. The bonds were sold to European investors.

        (c) The total offering price for the bond was Four Hundred Thousand
            Swiss Francs (CHF 400,000.00) with no underwriting discounts or
            commissions. The bond is convertible into common stock at a price of
            CHF 3.7037 per share of common stock with no underwriting discounts
            or commissions. The bond is Bond No. 003 of the Series 2 Bonds. All
            Series 2 Bonds have now been sold.

        (d) The exemption relied upon is Regulation S. The bond was sold in an
            offshore transaction to European investors and was 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
            certificate is properly legended as required by Regulation S (see
            Section 1.5 of the bond 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
            bond, as required by section 902(m) of Regulation S.

        (e) The bond provides that the registered owner may, from time to time
            prior to December 7, 2003, convert the principal of the bond 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 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.




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<PAGE>   3


                                    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.


                                       THE WENDT-BRISTOL HEALTH
                                       SERVICES CORPORATION



Dated:  April 20, 1999                By: /s/ Sheldon A. Gold
                                         ---------------------------------------
                                          Sheldon A. Gold, President



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<PAGE>   4


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                       ----------------------------------


                                    FORM 8-K

                                 CURRENT REPORT


                       ----------------------------------


                            THE WENDT-BRISTOL HEALTH
                              SERVICES CORPORATION


                       ----------------------------------


                                    EXHIBITS


                       ----------------------------------



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<PAGE>   5

                                 EXHIBIT INDEX
                                 -------------

EXHIBIT                                                                 PAGE NO.
- -------                                                                 --------
   1              Series 2 Bond dated April 9, 1999, by and                6
                  between The Wendt-Bristol Health Services
                  Corporation and Banca Del Sempione,
                  or registered assigns







                                       5

<PAGE>   1

                                                                       EXHIBIT 1



                  THE WENDT-BRISTOL HEALTH SERVICES CORPORATION
                         7.0% BOND DUE DECEMBER 7, 2003


                                    ARTICLE I

                     PROMISE TO PAY; INTEREST; PAYMENT TERMS

     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 Four Hundred Thousand Swiss Francs
(CHF 400,000), 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 June 30, 1999. 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.

     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.




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<PAGE>   2
     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
Date: April 9, 1999                      Title: Chairman


                                   ARTICLE II

                                 NEGATIVE PLEDGE

     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 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


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<PAGE>   3

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

     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 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



                                       8
<PAGE>   4

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 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.



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<PAGE>   5

     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.


                                   ARTICLE IV

                        DEFAULT; REMEDIES; MISCELLANEOUS

     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.



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<PAGE>   6

     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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