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REGISTRATION NO. 33-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b)
OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
NATIONAL HEALTHCARE L.P.
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(Exact Name of Registrant as Specified in its Restated and Amended Limited
Partnership Agreement)
Delaware 62-1293855
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
100 Vine Street
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Murfreesboro, Tennessee 37130
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(Address of Principal Executive Offices)
(Zip Code)
W. Andrew Adams
President and General Partner
National HealthCare L.P.
100 Vine Street, Murfreesboro, TN 37130
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(Name and Address of Agent for Service)
(615) 890-2020
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(Telephone number, including area code for agent for service)
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:
6% Senior Convertible Subordinated Debentures American Stock Exchange, Inc.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is made to the Company's Form S-3 Registration Statement, filed
with the Commission on August 30, 1995, which contains a complete description
of the securities to be registered.
ITEM 2. EXHIBITS.
1. Specimen certificates of the Debentures hereunder registered.
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ITEM 3. FURTHER DOCUMENTS INCORPORATED BY REFERENCE
Since the securities to be registered hereunder are to be registered on an
exchange on which other securities of the registrant are registered, copies of
all constituent documents defining the rights of the holders of the Debentures
are required to be filed. Reference is hereby made to the Form of Indenture,
Form of Debentures, and Form of Placement Agency Agreement as previously filed
on August 30, 1995 with the Commission as exhibits to the S-3 Registration
Statement registering the Debentures, and these documents are hereby
incorporated by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused thus registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
(Registrant) National HealthCare L.P.
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Date September 12, 1995
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By: /s/ Richard F. LaRoche, Jr.
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Richard F. LaRoche, Jr., Senior Vice
President and Secretary
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NATIONAL HEALTHCARE L.P.
6.0% Convertible Subordinated Debenture
due July 1, 2000
CUSIP 63633 RAB 9
NATIONAL HEALTHCARE L.P., a limited partnership duly organized and
existing under the laws of the State of Delaware (herein called the "Company",
which term includes any successor, partnership or partnerships, or corporation
or corporations under the Indenture hereinafter referred to), for value
received, hereby promises to pay to SPECIMAN, or its registered assigns,
the principal sum of ____________ Dollars on July 1, 2000 at the office or
agency of the Company maintained for that purpose, in such coin or currency of
the United States of America as at the time of payment shall be legal tender
for the payment of public and private debts, and to pay interest, quarterly on
the last business day of March, June, September and December ("Interest Payment
Date") of each year, on said principal sum at said office or agency, in like
coin or currency, at a rate of 6.0% per annum. Interest shall accrue from and
including the most recent date to which interest has been paid to but excluding
the date of payment. Interest shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. The Company shall pay interest on overdue
principal and on overdue interest (to the full extent permitted by law) at a
rate equal to 8.0% per annum. The interest so payable on any Interest Payment
Date shall be paid to the person in whose name this Debenture (or one or more
Predecessor Debentures (as defined in the Indenture) is registered at the close
of business on the record date, which shall be the fifteenth day (whether or
not a business day) of the month in which such Interest Payment Date occurs
even if this Debenture is converted or cancelled after the record date and on
or before the interest payment date; provided, however, that any such interest
not punctually paid or duly provided for shall be payable as provided in the
Indenture. Interest may, at the option of the Company, be paid by check mailed
to the registered address of such person.
Reference is made to the further provisions of this Debenture set
forth in the reverse hereof, including without limitation, provisions
subordinating the payment of principal, premium, if any, and interest on the
Debentures to the prior payment in full of all Senior Indebtedness (as defined
in the Indenture) and provisions giving the Holder (as defined in the
Indenture) the right to convert this Debenture into limited partnership units
("Units") of the Company on the terms and subject to the limitations referred
to on the reverse hereof and as more fully specified in the Indenture. Such
further provisions shall for all purposes have the same effect as though fully
set forth at this place.
This Debenture shall be deemed to be a contract made under the laws of
the State of New York and for all purposes shall be construed in accordance
with and governed by the laws of said State, without regard to principles and
conflicts of laws thereof.
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This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been manually signed
by the Trustee under the Indenture.
IN WITNESS WHEREOF, NATIONAL HEALTHCARE L.P. has caused this
Instrument to be duly executed.
NATIONAL HEALTHCARE L.P.
Dated: By:
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Attest:
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Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debentures described in the within-mentioned Indenture.
FIRST AMERICAN NATIONAL BANK
as Trustee
By:
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By Authorized Signatory
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NATIONAL HEALTHCARE L.P.
6.0% Convertible Subordinated Debenture
due July 1, 2000
This Debenture is one of a duly authorized issue of Debentures of the
Company, designated as its 6.0% Convertible Subordinated Debentures due July 1,
2000 (herein called the "Debentures"), limited to the aggregate principal
amount of $30,000,000, all issued or to be issued under and pursuant to an
Indenture dated as of August 29, 1995 (herein called the "Indenture"), between
the Company and First American National Bank, as Trustee (herein called the
"Trustee"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders. Each Holder, whether upon original issue or upon transfer or
assignment hereof, accepts and agrees to be bound by the provisions in the
Indenture.
In case an Event of Default (as defined in the Indenture) shall have
occurred and be continuing, the principal of and all unpaid and accrued
interest on all Debentures may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Debentures at the time outstanding, evidenced
as in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the Holders; provided, however, that no such supplemental indenture
shall (i) extend the fixed maturity of any Debenture, or reduce the rate or
extend the time of payment of interest thereon, or reduce the principal amount
thereof or any premium thereon, (ii) make the principal thereof or any premium
or interest thereon payable in any coin or currency other than that
hereinbefore provided, (iii) impair the rights of any Holder to institute suit
for the payment thereof, (iv) impair the right to convert the Debentures into
Units of the Company subject to the terms set forth in the Indenture, (v)
change the subordination provisions in a way that adversely affects a Holder,
without the consent of each Holder so affected (vi) reduce the aforesaid
percentage of Debentures, the Holders of which are required to consent to any
such supplemental indenture, or (vii) waive (unless theretofore cured) a
default in the payment of the principal of (premium, if any) interest on or
redemption amounts with respect to any Debenture, without the consent of the
Holders of all Debentures then outstanding. It is also provided in the
Indenture that the Holders of a majority in aggregate principal amount of the
Debentures at the time outstanding may on behalf of the Holders of all of the
Debentures waive any past default or Event of Default under the Indenture and
its consequences except a default in the payment of interest or any premium on
or the principal of any of the Debentures or a failure by the Company
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to convert any Debentures into Units of the Company when required to do so by
the terms of the Indenture. Any such consent or waiver by the Holder of this
Debenture (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such Holder and upon all future holders and owners of this
Debenture and any Debentures which may be issued in exchange or substitution
herefor, irrespective of whether any notation thereof is made upon this
Debenture or such other Debentures.
The indebtedness evidenced by the Debentures is, to the extent and in
the manner provided in the Indenture, expressly subordinate and subject in
right of payment to the prior payment in full of all Senior Indebtedness of the
Company (as defined in the Indenture), whether outstanding at the date of the
Indenture or thereafter incurred, and this Debenture is issued subject to the
provisions of the Indenture with respect to such subordination. Each Holder of
this Debenture, by accepting the same, agrees, expressly for the benefit of the
present and future holders of Senior Indebtedness, to and shall be bound by
such provisions and authorizes the Trustee on his behalf to take such action as
may be necessary or appropriate to effectuate the subordination so provided and
appoints the Trustee his attorney in fact for such purpose.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Debenture at the place, at the respective times,
at the rate and in the coin and currency herein prescribed.
The Debentures are issuable in registered form without coupons in
denominations of $1,000.00 and any integral multiple of $1,000.00. At the
office or agency of the Company, and in the manner and subject to the
limitations provided in the Indenture, but without payment of any service
charge, Debentures may be exchanged for a like aggregate principal amount of
Debentures of other authorized denominations.
The Company will redeem the Debenture at the option of the Holders at
a redemption price of 125% of the principal amount plus accrued and unpaid
interest, if a Change of Control (as defined in the Indenture) occurs. The
Company's offer to redeem due to the occurrence of a Change of Control shall
remain open from the time of mailing until the redemption date set forth in the
notice of offer, which must be accompanied by certain financial statements and
officer's certificates as provided in the Indenture.
Except as otherwise provided in the Indenture, the Company shall not
have any right to prepay or redeem the Debentures. On and after January 1,
1998 or, if the Company shall have elected to be taxable as a corporation and
as of the Redemption Date (as defined below) the Current Market Price of the
aggregate number of Units into which the Debentures to be redeemed shall be
convertible as of the Redemption Date shall equal or exceed the Recovery Amount
(as defined below), on or after May 12, 1996, the Company shall have the right,
at any time and from time to time at its sole option and election, to redeem
the Debentures, in whole or in part in
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integral multiples of $10,000,000 by outstanding principal amount, on not less
than 30 days notice of the date of redemption, which must be a business day
(any such date an "Redemption Date") at a price (the "Redemption Price") equal
to (i) the outstanding principal amount of the Debentures to be redeemed plus
(ii) an amount equal to all accrued and unpaid interest thereon, whether or not
currently payable, to the applicable Redemption Date, in cash or other
immediately available funds. For purposes hereof, "Recovery Amount" shall mean
the amount by which (i) the amount that results from compounding the principal
amount of the Debentures to be redeemed at a rate of 25 percent per annum for
the date of issuance of the Debentures to the Redemption Date exceeds (ii) the
amount that results from compounding all amounts of interest paid, including
Additional Interest, and other redistributions made with respect to the
principal amount of the Debentures to be redeemed on or prior to the Redemption
Date at a rate of 25 percent per annum from, in the case of each such payment
of interest or other distribution, the date such payment or other distribution
is made to the Redemption Date.
If there is a redemption of less than the entire outstanding principal
amount of all outstanding Debentures, each outstanding Debenture shall be
redeemed in part in the manner required by the principal Securities Exchange on
which the Debentures are then listed for trading or if the Debentures are not
so listed or no manner of selection is required, pro rata to all other
outstanding Debentures on the basis of outstanding principal amount of such
Debentures.
Notice of any redemption of the Debentures shall be mailed at least
30, but not more than 60, days prior to the date fixed for redemption to each
Holder of the Debentures to be redeemed, at such Holder's address as it appears
on the transfer books of the Company.
On the date of any redemption being made pursuant to this optional
redemption which is specified in a notice given as described above, the Company
shall, and at any time after such notice shall have been mailed and before the
date of redemption the Company may, deposit for the benefit of the Holders of
the Debentures to be redeemed the funds necessary for such redemption with the
Paying Agent.
Notice of redemption having been given as aforesaid, notwithstanding
that any such Debentures themselves shall not have been surrendered for
cancellation, from and after the date of redemption designated in the notice of
redemption (i) that portion of the principal amount of the Debentures that is
to be redeemed shall no longer be deemed outstanding, (ii) the rights to
receive interest thereon shall cease to accrue and (iii) all rights of the
Holders to be redeemed shall cease and terminate with respect to that portion
of the principal amount of the Debentures that is to be redeemed, excepting
only the right to receive the Redemption Price therefor and the right to
convert such Debentures into Units until the close of business on the date of
redemption.
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Provided, however, that if the Company shall default in the payment of the
Redemption Price, that portion of the principal amount of the Debentures that
was to be redeemed shall thereafter be deemed to be Outstanding and the Holders
thereof shall have all of the rights of a Holder of Debentures until such time
as such default shall no longer be continuing or shall have been waived by
Holders of at least 66-2/3% of the then outstanding principal amount of all
Debentures.
The Holders shall have the right, at their option, at any time and
from time to time, to convert any or all of the then outstanding principal
amount of the Debentures into such number of fully paid and non-assessable
Units as is equal to the quotient of the principal of the Debentures being so
converted divided by the Conversion Price (as defined below) then in effect,
except that with respect to any portion of the Debentures which shall be called
for redemption, such right shall terminate at the close of business on the date
of redemption for such portion of the Debentures, unless in any such case the
Company shall default in performance or payment due upon redemption thereof.
The "Conversion Price" shall be $15.2063, subject to adjustment as provided in
the Indenture.
Such conversion right shall be exercised by the surrender of this
Debenture to the Company at any time during usual business hours at its
principal place of business to be maintained by it, accompanied by written
notice that the Holder elects to convert the Debenture (or a specified portion
of the outstanding principal amount thereof) and specifying the name or names
(with address) in which a certificate or certificates for Units are to be
issued and (if so required by the Company) by a written instrument or
instruments of transfer in form reasonably satisfactory to the Company duly
executed by the Holder or its duly authorized legal representative and transfer
tax stamps or funds therefor, if required. If less than all of the then
outstanding principal amount of the Holder's Debentures are to be converted,
the Company will promptly issue and deliver to the holder a new Debenture in
the principal amount of the unconverted portion of the Debenture submitted for
conversion.
The Company, the Trustee, any paying agent, any conversion agent and
Debenture registrar may deem and treat the registered Holder hereof as the
absolute owner of this Debenture (whether or not this Debenture shall be
overdue and notwithstanding any notation of ownership or other writing hereon
made by anyone other than the Company or any Debenture registrar), for the
purpose of receiving payment hereof, or on account hereof for the conversion
hereof and for all other purposes, and neither the Company nor the Trustee nor
any paying agent nor any conversion agent nor any Debenture registrar shall be
affected by any notice to the contrary. All payments made to or upon the order
of such registered Holder shall, to the extent of the sum or sums paid, satisfy
and discharge liability for moneys payable on this Debenture.
No recourse for the payment of the principal of or any premium or
interest on this Debenture, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any indenture supplemental thereto
or in any Debenture, or because of the creation of any indebtedness represented
thereby, shall
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be had against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company (other than as provided in the
Indenture) of any successor corporation, of the Trustee or any successor
corporation, or any successor to the Trustee whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
a part of the consideration for the issue hereof, expressly waived and released.
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CONVERSION NOTICE
To: National HealthCare L.P.
The undersigned registered owner of this Debenture (the "Registered
Holder") hereby irrevocably exercises the option to convert this Debenture, or
portion hereof (which is $________ or an integral multiple thereof) below
designated, into shares of common stock, par value $.01 per share (the "Common
Stock"), of National HealthCare L.P., in accordance with the terms of the
Indenture referred to in this Debenture, and directs that the shares issuable
and deliverable upon conversion, together with any check in payment for
fractional shares and any Debentures representing any unconverted principal
amount hereof, be issued and delivered to the Registered Holder unless a
different name has been indicated below. If shares are to be issued in the name
of a person other than the Registered Holder, the Registered Holder will pay
all transfer taxes payable with respect thereto. Any amount required to be paid
by the Registered Holder on account of interest accompanies this Debenture.
Dated: ------------------------------------
Signature(s)
Fill in for registration of shares if to be delivered, and Debentures
if to be issued, other than to and in the name of the Registered Holder:
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Social Security or Other Taxpayer
Identification Number
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(Name)
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(Street Address)
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(City, State and Zip Code)
(*Please print name and address)
Principal amount to be converted (if
less than all):
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ASSIGNMENT FORM
For value received _______________________________ hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
(Please insert name, address and taxpayer identification or other identifying
number of assignee)
the within Debenture and hereby irrevocably constitutes and appoints
________________ attorney to transfer the said Debenture on the books of the
Company, with full power of substitution in the premises .
Dated Dated
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Signature(s) must be guaranteed by
an eligible guarantor institution
which is a participant in a
Securities Transfer Association
recognized program.
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Signature Guarantee
