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REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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)
1994 Unit Option Plan
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(Full Name of Plan)
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)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed Maximum Amount of
Title of Securities Amount to be Maximum Offering Aggregate Offering Registration
to be Registered Registered(1) Price Per Unit(2) Price Fee
---------------- -------------- ------------------ ------------------ -------------------------
<S> <C> <C> <C> <C>
Limited Partnership Unit 1,200,000 Units $30 $36,000,000 $12,413.80
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933 as
amended (the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Pursuant to Rule 457, the offering price is estimated solely for the
purpose of calculating the registration fee on the basis of the closing bid
price of $30 per Unit, as reported on the American Stock Exchange on September
6, 1995.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
Registration Statement. In addition, all documents subsequently filed by
National HealthCare L.P., (the "Company") pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995.
(d) The description of the Company's Partnership Units as
contained in the Company's Registration Statement on Form 8-A
dated December 31, 1986, filed under Section 12 of the
Exchange Act including any amendment or report filed for the
purpose of updating such description.
ITEM 6. INDEMNIFICATION.
Indemnification of General Partners. The Company's Amended and
Restated Agreement of Limited Partnership (the "Agreement") provides that the
Company shall indemnify and hold harmless each general partner as follows:
(a) In any threatened, pending or completed action, suit or
proceeding to which a general partner or an officer, director, employee or
agent of the Partnership or of a general partner or of National Healthcare
Corporation ("Indemnitee") was or is a party or is threatened to be made a
party or is otherwise involved by reason of the fact that he or it is or was a
general partner of the Company or an officer, director, employee or agent of
the Company or of a general
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partner or of National Healthcare Corporation, the Company shall indemnify such
Indemnitee to the fullest extent permitted by law against expenses, including
attorney's fees, judgments and amounts paid in settlement, actually and
reasonably incurred by such Indemnitee in connection with such action, suit or
proceeding, if the Indemnitee acted in good faith and in a manner he or it
reasonably believed to be in or not opposed to the best interests of the
Company (or National Healthcare Corporation as the case may be) and, with
respect to any criminal proceeding, had no reasonable cause to believe that his
or its conduct was unlawful and provided that such Indemnitee's conduct does
not constitute gross negligence, or willful or wanton misconduct. The
termination of any action, suit or proceeding by judgment, order, or settlement
shall not, of itself, create a presumption that such Indemnitee did not act in
good faith and in a manner that he or it reasonably believed to be in or not
opposed to the best interests of the Company or had reasonable cause to believe
that his or its conduct was unlawful. Notwithstanding the foregoing, neither a
general partner nor any partner, officer, director, employee or agent of a
general partner or of the Company or of National Healthcare Corporation shall
be indemnified from any liabilities, costs and expenses incurred by it in
connection with any claim or settlement involving allegations that federal or
state securities laws were violated unless there has been a successful
adjudication on the merits as a result of a trial or such claim has been
dismissed with prejudice on the merits by a court of competent jurisdiction and
such indemnification is specifically approved by a court which shall have been
advised as to the current position of the Securities and Exchange Commission,
and the California Commissioner of Corporations, regarding indemnification for
violations of securities laws.
(b) Any indemnification pursuant to the above, unless ordered by a
court, shall be made by the Company only as authorized in the specific case and
only upon a determination by independent legal counsel in a written opinion
that indemnification of the Indemnitee is proper in the circumstances because
the Indemnitee has met the applicable standard of conduct. Any such
indemnification shall be made only out of the assets of the Company. In no
event may an Indemnitee subject the limited partners, the general partners or
assignees of same to personal liability by reason thereof.
(c) The Company may purchase and maintain insurance on behalf of
any general partner (and officers, directors, employees and trustees thereof)
and such other persons as the Managing General Partner shall determine against
liability which may be asserted against or expense which may be incurred by
such person in connection with Company activities whether or not the Company
would have the power to indemnify such person against such liability under the
provisions of the Agreement.
(d) To the fullest extent permitted by law, expenses incurred by
an Indemnitee in defending any claim, demand, action, suit or proceeding
subject to this section shall, from time to time, be advanced by the Company
prior to the final disposition of such claim, demand, action, suit or
proceeding upon receipt by the Company of any undertaking by or on behalf of
the Indemnitee to repay such amount unless it shall be determined that such
person is entitled to be indemnified as authorized in this Section.
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(e) The indemnification provided by this section shall be in
addition to any other rights to which those indemnified may be entitled under
any agreement, vote of the partners, as a matter of law or otherwise, both as
to an action in the Indemnitee's capacity as a general partner or as an officer
director, employee or agent of the Company or of a general partner or National
Healthcare Corporation and to an action in another capacity, and shall continue
as to an Indemnitee who has ceased to serve in such capacity and shall inure to
the benefit of the heirs, successors, assigns and administrators of the
Indemnitee. The Managing General Partner may, with the concurrence of a
majority of the Conflict of Interests Committee, as defined in the Agreement,
enter into, on behalf of the Company, contracts of indemnification with the
general partners, which are not inconsistent with the provisions of this
Section.
(g) The indemnification provided in this Section is for the
benefit of the Indemnitees and shall not be deemed to create any right to
indemnification for any other persons.
Exculpation. The general partners shall have no liability to the
limited partners for the return of their Capital Contributions, as defined in
the Agreement, or for any loss, damage, liability or expense arising out of the
Agreement or the business of the Company except as caused by gross negligence,
misconduct in the performance of their fiduciary duties to the limited
partners, violation of any of the provisions of the Agreement or as may
elsewhere be expressly provided.
Limitation of Liability. A limited partner shall not be
personally liable for losses or debts of the Company except as provided in the
Delaware Revised Uniform Limited Partnership Act. A limited partner of a
partnership may be required by law to return to such partnership amounts
previously distributed to him as a Return of Capital, as that term is defined
in the Agreement. It is the intent of the partners that no distribution to any
limited partner pursuant to the Agreement shall be deemed a return or
withdrawal of capital, even if such distribution represents, for federal income
tax purposes or otherwise (in full or in part), a distribution of depreciation
or any other non-cash item accounted for as a loss or deduction from or offset
to the partnership's income, and that no limited partner shall be obligated to
pay any such amount to or for the account of the Company or any creditor of the
Company. However, if any court of competent jurisdiction holds that,
notwithstanding the provisions of the Agreement, any limited partner is
obligated to make any such payment such obligation shall be the obligation of
such limited partner and not of any general partner, provided, however, that
Company assets must be exhausted before any limited partner shall be liable for
Company obligations.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to general or limited partners or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in such
Act and is therefore unenforceable.
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ITEM 8. EXHIBITS.
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<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
4.1 Amended and Restated Agreement of Limited Partnership (Incorporated
by reference to Exhibit A to the Company's Registration Statement No.
33-9881 on Form S-4)
5 Opinion of Harwell Howard Hyne Gabbert & Manner, P.C.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Harwell Howard Hyne Gabbert & Manner, P.C. (contained in
Exhibit 5)
24 Power of Attorney (see signature page)
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ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
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provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
4. The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to partners, directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a partner, director, officer or
controlling person of the Company in the successful defense of any action suit
or proceeding) is asserted by such partner, director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Murfreesboro, State of Tennessee, on August 31,
1995.
NATIONAL HEALTHCARE, L.P.
By: /s/ W. Andrew Adams
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W. Andrew Adams, President
POWER OF ATTORNEY
Each person whose signature to the Registration statement appears
below hereby appoints W. Andrew Adams or Richard F. LaRoche, and each of them,
any one of whom may act without the joinder of the others, as his
attorney-in-fact to execute in the name and behalf of any such person,
individually and in the capacity stated below, and to file all amendments and
post-effective amendments to this Registration Statement, which amendment or
amendments may make such changes and additions in this Registration Statement
as such attorney-in-fact may deem necessary or appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ W. Andrew Adams President, Principal Executive and August 25, 1995
---------------------------------- Financial Officer, Director of NHC, Inc.
W. Andrew Adams and National Healthcare Corporation
and Individual General Partner
/s/ Robert G. Adams Senior Vice President, Director NHC, Inc. August 25, 1995
---------------------------------- and National Healthcare Corporation
Robert G. Adams
Director NHC, Inc., and National August __, 1995
---------------------------------- Healthcare Corporation, Corporate General
Olin O. Williams, M.D. Partners
Director NHC, Inc., and National August __, 1995
---------------------------------- Healthcare Corporation, Corporate General
J.K. Twilla, M.D. Partners
/s/ Ernest G. Burgess Director NHC, Inc., and National August 25, 1995
---------------------------------- Healthcare Corporation, Corporate General
Ernest G. Burgess Partners
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EXHIBIT 5
HARWELL HOWARD HYNE
GABBERT & MANNER, P.C.
1800 FIRST AMERICAN CENTER
315 DEADERICK STREET
NASHVILLE, TENNESSEE 37238
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TELEPHONE (615) 256-0500
FACSIMILE (615) 251-1059
September 8, 1995
National HealthCare L.P.
100 Vine Street, Suite 1400
Murfreesboro, TN 37130
Gentlemen:
We have acted as counsel to National HealthCare L.P. (the "Company")
in connection with the registration of 1,200,000 limited partnership units to
be issued under the provisions of the Company's 1994 Unit Option Plan pursuant
to a registration statement on Form S-8, as filed with the Securities and
Exchange Commission (the "Registration Statement"). This firm hereby consents
to the filing of this opinion as an exhibit to the Registration Statement and
with agencies of such states and other jurisdictions as may be necessary in the
course of complying with the laws of such states and jurisdictions regarding
the offering and sale of the stock in accordance with the Registration
Statement.
We have examined originals, or certified or photostatic copies of such
statutes, records, regulations, certificates of the officers of the Company and
of public officials, and such other information as we have deemed necessary for
purposes of rendering this opinion.
In stating our opinion, we have assumed: (i) that all signatures are
genuine, all documents submitted to us as originals are authentic, and all
documents submitted to us as copies conform to authentic original documents;
and (ii) that the parties to such documents have the legal right and power
under all applicable laws, regulations and agreements to enter into, execute,
deliver and perform their respective obligations thereunder.
On the basis of such review, but subject to the limitations expressed
herein, we are of the opinion, as of the date hereof, that the securities being
registered by the Registration Statement will, when sold, be legally issued,
fully paid and non-assessable.
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National HealthCare L.P.
September 8, 1995
Page 2
Our opinion herein is limited solely to the laws of the United States
of America and the State of Tennessee, and the corporate law of the State of
Delaware. In rendering the opinion set forth herein, we have relied upon the
documents referenced above and have made no independent verification or
investigation of factual matters pertaining thereto or to the Company. The
opinion expressed herein is subject to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other similar laws now or
hereafter in effect relating to or affecting the rights of creditors generally,
judicial discretion, and equitable principles whether applied pursuant to a
proceeding at law or in equity; and no opinion is expressed with respect to the
availability of equitable remedies.
Very truly yours,
HARWELL HOWARD HYNE
GABBERT & MANNER, P.C.
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HARWELL HOWARD HYNE
GABBERT & MANNER, P.C.
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EXHIBIT 23.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this National HealthCare L.P. Form S-8 Registration Statement of
our reports dated February 1, 1995 included and incorporated by reference in
the Partnership's Form 10-K for the year ended December 31, 1994 and to all
references to our Firm included in this Registration Statement.
Arthur Andersen LLP
/s/ Arthur Andersen LLP
Nashville, Tennessee
September 6, 1995
