UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
National HealthCare L.P. (formerly National HealthCorp L.P.)
(Name of Issuer)
Limited Partnership Units
(Title of Class of Securities)
63633R 10 3
(CUSIP Number)
Lawrence C. Tucker (212) 493-8400
Brown Brothers Harriman & Co., 59 Wall Street, New York, New York 10005
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 30, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 11 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 63633R 10 3 Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The 1818 Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON 8 SHARED VOTING POWER
WITH
1,972,866 including Notes convertible to 1,972,866
limited partnership units
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,972,866 including Notes convertible to 1,972,866 limited
partnership units
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,972,866 including Notes convertible to 1,972,866 limited
partnership units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3% of the Company's limited partnership units assuming
conversion of the Notes
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 63633R 10 3 Page 3 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brown Brothers Harriman & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 1,972,866 including Notes convertible to 1,972,866
limited partnership units
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,972,866 including Notes convertible to 1,972,866
limited partnership units
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,972,866 including Notes convertible to 1,972,866 limited
partnership units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3% of the Company's limited partnership units assuming
conversion of the Notes
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 63633R 10 3 Page 4 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. Michael Long
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 1,972,866 including Notes convertible to 1,972,866
limited partnership units
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,972,866 including Notes convertible to 1,972,866
limited partnership units
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,972,866 including Notes convertible to 1,972,866 limited
partnership units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3% of the Company's limited partnership units assuming
conversion of the Notes
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 63633R 10 3 Page 5 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence C. Tucker
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 1,972,866 including Notes convertible to 1,972,866
limited partnership units
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,972,866 including Notes convertible to 1,972,866
limited partnership units
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,972,866 including Notes convertible to 1,972,866 limited
partnership units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3% of the Company's limited partnership units assuming
conversion of the Notes
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 63633R 10 3 Page 6 of 11
AMENDMENT NO. 1 TO SCHEDULE 13D
THIS AMENDMENT No. 1 supplements the Schedule 13D ("Schedule 13D"),
dated May 12, 1992, in the following respects only (capitalized terms
used herein shall have the meanings ascribed to such terms in the
Schedule 13D):
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended by adding thereto the following paragraph:
Pursuant to the terms of the Notes, the Notes were exchanged,
as of August 29, 1995, for $30,000,000 in principal amount of 6.0% Senior
Subordinated Convertible Debentures due July 1, 2000 (the "Debentures"),
which were issued to the Fund under and pursuant to an Indenture (the
"Indenture"), dated as of August 29, 1995 (a copy of which is attached
hereto as Exhibit 3), between the Company and First American National
Bank, as Trustee. The Indenture and the Debentures embody the substance
of the covenants, terms and other provisions contained in the Notes and
the Note Purchase Agreement. On August 29, 1995, the Company and the Fund
entered into Amendment 1 to the Registration Rights Agreement (a copy of
which is attached hereto as Exhibit 2), which amendment provides that
holders of the Debentures are entitled to the same rights and benefits
as the holder of the Note under the Registration Rights Agreement.
On August 30, 1995, the Company, pursuant
<PAGE>
CUSIP No. 63633R 10 3 Page 7 of 11
to the Fund's request under the Registration Rights Agreement, filed
a registration statement on Form S-3 (the "Registration Statement"),
pursuant to Rule 415 under the Securities Act of 1933, as amended
(the "Act"), to register the Debentures and the Units into which
such Debentures are convertible for public sale.
The Fund intends, subject to market conditions, to sell, from
time to time, all of the Debentures. Equitable Securities Corporation
("Equitable") has agreed to act as placement agent for the Debentures
from time to time at the request of the Fund during the term of the
agreement described in Item 6 below. The Fund also may sell the
Debentures (i) directly in privately negotiated transactions,
(ii) through underwriting syndicates represented by one or more managing
underwriters or by one or more underwriters without a syndicate or
(iii) through brokers, dealers or other agents, other than Equitable,
designated from time to time by the Fund.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
Item 6 is amended by adding thereto the following paragraph:
The Fund intends, subject to market conditions, to sell, from
time to time, all $30,000,000 in principal amount of the Debentures. The
Fund and Equitable have entered into a Placement Agency Agreement (the
"Placement Agency
<PAGE>
CUSIP No. 63633R 10 3 Page 8 of 11
Agreement"), dated August 9, 1995 (a copy of which is attached
hereto as Exhibit 1), among the Company, the Fund and Equitable,
pursuant to which Equitable has agreed to act as placement agent in the
offering and sale, from time to time at the Fund's request, of the
Debentures on a best efforts basis. Pursuant to the Placement Agency
Agreement, Equitable will receive a commission from the Fund equal to
1.5% of the proceeds received by the Fund from the sale of Debentures.
The Fund also may sell the Debentures (i) directly in privately
negotiated transactions, (ii) through underwriting syndicates represented
by one or more managing underwriters or by one or more underwriters
without a syndicate or (iii) through brokers, dealers or other agents,
other than Equitable, designated from time to time by the Fund.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Placement Agency Agreement, dated August 9, 1995, among the
Company, the Fund and Equitable (incorporated by reference to
the Company's Registration Statement on Form S-3 (File No.
33-62235) as filed with the Securities and Exchange Commission
on August 30, 1995).
2. Amendment 1, dated August 29, 1995, to the Registration Rights
Agreement.
3. Indenture, dated August 29, 1995, between the Company and First
American National Bank, as
<PAGE>
CUSIP No. 63633R 10 3 Page 9 of 11
Trustee (incorporated by reference to the Company's Registration
Statement on Form S-3 (File No. 33-62235) as filed with the
Securities and Exchange Commission on August 30, 1995).
99. Schedule 13D, dated May 12, 1992.
<PAGE>
CUSIP No. 63633R 10 3 Page 10 of 11
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I hereby certify that the information set forth in this statement is
true, complete and correct.
Dated: August 31, 1995
THE 1818 FUND, L.P.
By: Brown Brothers Harriman & Co.,
General Partner
By: /S/ LAWRENCE C. TUCKER
----------------------------
Name: Lawrence C. Tucker
Title: Partner
BROWN BROTHERS HARRIMAN & CO.
By: /S/ LAWRENCE C. TUCKER
---------------------------
Name: Lawrence C. Tucker
Title: Partner
/S/ T. MICHAEL LONG
---------------------------
T. Michael Long
/S/ LAWRENCE C. TUCKER
-----------------------------
Lawrence C. Tucker
Explanatory Note.
In order to comply with Rule 13d-2(c) promulgated under the
Securities Exchange Act of 1934, included for filing with this Amendment
No. 1 to the Schedule 13D is the Schedule 13D, which was previously filed
with the Securities and Exchange Commission.
<PAGE>
CUSIP No. 63633R 10 3 Page 11 of 11
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION PAGE NUMBER
1 Placement Agency Agreement, dated
August 9, 1995, among the Company, the
Fund and Equitable (incorporated by
reference to the Company's Registration
Statement on Form S-3 (File No.
33-62235) as filed with the Securities
and Exchange Commission on August 30,
1995).
2 Amendment 1, dated August 29, 1995, to
the Registration Rights Agreement.
3 Indenture, dated August 29, 1995,
between the Company and First American
National Bank, as Trustee (incorporated
by reference to the Company's
Registration Statement on Form S-3
(File No. 33-62235) as filed with the
Securities and Exchange Commission on
August 30, 1995).
99 Schedule 13D, dated May 12, 1992.
AMENDMENT 1, DATED AUGUST 29, 1995,
TO THE REGISTRATION RIGHTS AGREEMENT,
DATED AS OF MAY 12, 1992, BETWEEN
NATIONAL HEALTHCARE L.P. AND THE 1818 FUND, L.P.
Reference is made to (1) the Registration Rights Agreement (the
"Registration Rights Agreement"), dated as of May 12, 1992, between
National HealthCare L.P. (previously National HealthCorp L.P.) ("NHC")
and The 1818 Fund, L.P. ("The 1818 Fund"); (2) the "Indenture," dated as
of August 29, 1995, between NHC and First American National Bank; and (3)
the National HealthCare L.P. 6.0% Senior Subordinated Convertible
Debentures due July 1, 2000 in principal amount of $30,000,000 (the
"Debentures") issued to The 1818 Fund under and pursuant to the
Indenture. Capitalized terms used but not defined herein have the
meanings specified in the Registration Rights Agreement.
NHC and The 1818 Fund hereby agree that (1) the definition of
"Registrable Securities" in Section 3 of the Registration Rights
Agreement includes the Debentures, which were issued to The 1818 Fund and
exchanged for the Notes as of August 29, 1995 and (2) holders of the
Debentures are entitled to the same rights and benefits as holders of the
Notes under the Registration Rights Agreement.
THE 1818 FUND, L.P.
BY: BROWN BROTHERS HARRIMAN & CO., GENERAL
PARTNER
BY: /S/ LAWRENCE C. TUCKER
---------------------------
Name: Lawrence C. Tucker
Title: Partner
NATIONAL HEALTHCARE L.P.
BY: NHC, INC., MANAGING GENERAL PARTNER
BY: /S/ RICHARD F. LAROCHE
---------------------------
Name: Richard F. Laroche
Title: Senior Vice President
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
NATIONAL HEALTHCORP L.P.
(Name of Issuer)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
63633R 10 3
(CUSIP Number)
Lawrence C. Tucker, Brown Brothers Harriman & Co.
59 Wall Street, New York, New York 10005 (212) 493-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 12, 1992
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 19 Pages
Exhibit Index on Page 19
<PAGE>
SCHEDULE 13D
CUSIP No. 63633R 10 3 Page 2 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The 1818 Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 1,972,866 including Notes convertible to 1,972,866
units
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,972,866 including Notes convertible to
1,972,866 units
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,972,866 including Notes convertible to 1,972,866 units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3% of the Company's limited partnership units assuming
conversion of the Notes
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 63633R 10 3 Page 3 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brown Brothers Harriman & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 1,972,866 including Notes convertible to 1,972,866
units
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,972,866 including Notes convertible to
1,972,866 units
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,972,866 including Notes convertible to 1,972,866 units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3% of the Company's limited partnership units assuming
conversion of the Notes
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 63633R 10 3 Page 4 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. Michael Long
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON 8 SHARED VOTING POWER
WITH 1,972,866 including Notes convertible to 1,972,866
units
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,972,866 including Notes convertible to 1,972,866
units
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,972,866 including Notes convertible to 1,972,866 units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3% of the Company's limited partnership units assuming
conversion of the Notes
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 63633R 10 3 Page 5 of 19 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence C. Tucker
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON 8 SHARED VOTING POWER
WITH 1,972,866 including Notes convertible to 1,972,866
units
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,972,866 including Notes convertible to 1,972,866
units
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,972,866 including Notes convertible to 1,972,866 units
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3% of the Company's limited partnership units assuming
conversion of the Notes
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 63633R 10 3 Page 6 of 19 Pages
Item 1. SECURITY AND ISSUER.
The securities to which this Statement on Schedule 13D relates
are the limited partnership units (the "Units") of National HealthCorp
L.P., a Delaware limited partnership (the "Company"), whose principal
executive office is located at 100 Vine Street, Murfreesboro, Tennessee
37130. Although no person identified in Item 2 has acquired any Units,
such persons may be deemed to be the beneficial owners of the Units
reported in Item 5 by virtue of their acquisition of beneficial ownership
of $30,000,000 in principal amount of the Company's 6.0% Senior
Subordinated Convertible Notes due July 1, 2000 (the "Notes"), entitling
the holders thereof to convert such Notes into an aggregate of 1,972,866
Units (subject to adjustment).
Item 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f). This Statement on Schedule 13D is being
filed by The 1818 Fund, L.P., a Delaware limited partnership (the
"Fund"), Brown Brothers Harriman & Co., a New York limited partnership
and general partner of the Fund ("BBH & Co."), T. Michael Long ("Long")
and Lawrence C. Tucker ("Tucker") (the Fund, BBH & Co., Long and Tucker
are referred to collectively herein as the "Reporting Persons").
<PAGE>
CUSIP No. 63633R 10 3 Page 7 of 19 Pages
The Fund was formed to provide a vehicle for institutional and
substantial corporate investors to acquire significant equity interests
in medium-sized publicly owned United States corporations that could
benefit from the presence of a large, management supportive shareholder
with a relatively long-term investment goal. BBH & Co. is a private
bank. Pursuant to a resolution adopted by the partners of BBH & Co., BBH
& Co. has designated and appointed Long and Tucker, or either of them,
the sole and exclusive partners of BBH & Co. having voting power
(including the power to vote or to direct the voting) and investment
power (including the power to dispose or to direct the disposition) with
respect to the Units into which the Notes are convertible.
The address of the principal business and principal offices of
the Fund and BBH & Co. is 59 Wall Street, New York, New York 10005.
The business address of each of Long and Tucker is 59 Wall
Street, New York, New York 10005. The present principal occupation or
employment of each of Long and Tucker is as a general partner of BBH &
Co. Long and Tucker are citizens of the United States.
The name, business address, present principal occupation or
employment (and the name, principal business and address of any
corporation or other organization in
<PAGE>
CUSIP No. 63633R 10 3 Page 8 of 19 Pages
which such employment is conducted) and the citizenship of each general
partner of BBH & Co. is set forth on Schedule I hereto and is
incorporated herein by reference.
(d) and (e). During the last five years, neither any Reporting
Person nor, to the best knowledge of each Reporting Person, any person
identified on Schedule I has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which any such person was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Note Purchase Agreement (a copy of which is
attached hereto as Exhibit 1), dated as of May 12, 1992 (the "Note
Purchase Agreement"), by and between the Company and the Fund, the
Company issued, and the Fund acquired from the Company, $30,000,000 in
principal amount of the Note for an aggregate purchase price (the
"Purchase Price") of $30,000,000, upon the terms and subject to the
conditions set forth in the Note Purchase Agreement.
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CUSIP No. 63633R 10 3 Page 9 of 19 Pages
The funds used by the Fund to pay the Purchase Price were
obtained by the Fund from capital contributions made by its partners
pursuant to pre-existing capital commitments.
The Note attached hereto as Exhibit 2 provides that the Company
may at any time on or after January 1, 1998 (or if certain conditions
described therein are satisfied, May 12, 1996), at its option, redeem all
or a portion of the Notes. The Notes may be converted at the holder's
option into a number of Units equal to the principal amount of the Note
being converted divided by the "Conversion Price," initially set at
$15.2063, but subject to anti-dilution adjustments described in the
Notes.
Item 4. PURPOSE OF TRANSACTION.
The Fund has acquired the Notes for investment purposes. The
Note Purchase Agreement and the Registration Rights Agreement, dated
May 12, 1992, between the Company and the Fund (the "Registration Rights
Agreement"), which are attached hereto as Exhibits 1 and 3, respectively,
and which are incorporated herein by reference, contain, among other
things, certain provisions which relate to (i) the acquisition of
additional securities of the Company, (ii) the disposition of securities
of the Company, (iii) a change in the present Board of Directors of the
Managing General Partner of the Company, including any plans or
<PAGE>
CUSIP No. 63633R 10 3 Page 10 of 19 Pages
proposals to change the number of directors or to fill any existing
vacancies on the Board and (iv) changes in the Company's Amended and
Restated Agreement of Limited Partnership and other actions which may
impede the acquisition of control of the Company by any person.
The Fund has agreed in the Note Purchase Agreement that it will
not, independently or as a member of a group, purchase any Units that, in
the aggregate with (i) all other Units held by the Fund at the time of
such proposed purchase, and (ii) the number of Units into which the Notes
held by the Purchaser are convertible at the time of such proposed
purchase represent a number of Units in excess of 23.26062% of the total
Units outstanding at the time of such proposed purchase. Subject to the
above limitation, the Reporting Persons may from time to time acquire
additional Units in the open market or in privately negotiated
transactions, subject to availability of Units at prices deemed
favorable, the Company's business or financial condition and to other
factors and conditions the Reporting Persons deem appropriate.
Alternatively, the Reporting Persons may sell all or a portion of their
Notes or Units in the open market or in privately negotiated transactions
subject to the terms of the Note Purchase Agreement and to the factors
and conditions referred to above.
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CUSIP No. 63633R 10 3 Page 11 of 19 Pages
Except as described in the Note Purchase Agreement, the Notes
and the Registration Rights Agreement, and as set forth above in the
immediately preceding paragraph, no Reporting Person has any present
plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the issuer, or the
disposition of securities of the issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving
the Company or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Company or of any of its subsidiaries;
(d) any change in the present board of directors of the Managing General
Partner or management of the Company, including any plans or proposals to
change the number or term of such directors or to fill any existing
vacancies on such board; (e) any material change in the present
capitalization or dividend policy of the Company; (f) any other material
change in the Company's business or corporate structure; (g) changes in
the Company's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company
by any person; (h) causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities
<PAGE>
CUSIP No. 63633R 10 3 Page 12 of 19 Pages
association; (i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any
action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) through (c). As set forth above, on May 12, 1992, the
Company issued to the Fund and the Fund acquired from the Company
$30,000,000 in principal amount of Notes.
Giving effect to the conversion of the Notes, the Fund
beneficially owns 1,972,866 shares of Class A Common Stock, representing
approximately 21.3% of the outstanding Units (assuming the conversion of
the Notes and based on the number of Units outstanding as of March 31,
1992 as represented by the Company in the Note Purchase Agreement).
By virtue of BBH & Co.'s relationship with the Fund, BBH & Co.
may be deemed to own beneficially 1,972,866 Units, representing
approximately 21.3% of the outstanding Units (assuming the conversion of
the Notes and based on the number of Units outstanding as of March 31,
1992 as represented by the Company in the Note Purchase Agreement). By
virtue of the resolution adopted by BBH & Co. designating Long and
Tucker, or either of them, as the sole and exclusive partners of BBH &
Co. having voting power (including the power to vote or to direct the
voting) and investment power (including the power to dispose or to
<PAGE>
CUSIP No. 63633R 10 3 Page 13 of 19 Pages
direct the disposition) with respect to the Notes, and the Units issuable
upon conversion of the Notes, each of Long and Tucker may be deemed to own
beneficially 1,972,866 Units, representing approximately 21.3% of the
outstanding Units (assuming the conversion of the Notes and based on the
number of Units outstanding as of March 31, 1992 as represented by the
Company in the Note Purchase Agreement).
Except as set forth above, no Reporting Person nor, to the best
knowledge of each Reporting Person, any person identified on Schedule I,
beneficially owns any Units or has effected any transaction in Units
during the preceding 60 days.
Concurrently with the purchase of the Units, the fund also
acquired 435,000 shares of common stock of National Health Investors,
Inc., a Maryland corporation ("NHI"). NHI is a publicly traded real
estate investment trust which leases to the Company the health care
facilities operated by the Company.
(d). To the best knowledge of the Reporting Persons, no person
other than the Reporting Persons has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the Units issuable upon conversion of the Notes.
(e). Not applicable.
<PAGE>
CUSIP No. 63633R 10 3 Page 14 of 19 Pages
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE UNITS
OF THE ISSUER.
The Company has entered into the Registration Rights Agreement
with the Fund, on the terms and conditions set forth therein, giving the
Fund, among other things, the right, on the terms and conditions set
forth therein, to require the Company to register for sale to the public
the Notes, the Units acquired by the Fund upon conversion of the Notes
and Units, if any, acquired by the Fund on or prior to May 12, 1993.
Except as described elsewhere in this Statement and as set
forth in the Note Purchase Agreement (including the exhibits thereto),
the Notes and the Registration Rights Agreement, copies of which are
attached hereto as Exhibits 1, 2 and 3, respectively, and incorporated
herein by reference, to the best knowledge of the Reporting Persons,
there exist no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of the Company,
including but not limited to transfer or voting of any securities of the
Company, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.
<PAGE>
CUSIP No. 63633R 10 3 Page 15 of 19 Pages
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Note Purchase Agreement, dated as of May 12, 1992, by and
between the Company and the Fund.
2. 6.0% Senior Subordinated Convertible Note Due July 1, 2000
in the aggregate principal amount of $30,000,000 as issued to the Fund on
May 12, 1992.
3. Registration Rights Agreement, dated as of May 12, 1992,
between the Company and the Fund.
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CUSIP No. 63633R 10 3 Page 16 of 19 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I hereby certify that the information set forth in this statement is
true, complete and correct.
Dated: May 22, 1992
THE 1818 FUND, L.P.
By: Brown Brothers Harriman & Co.,
General Partner
By: /S/ LAWRENCE C. TUCKER
----------------------------
Name: Lawrence C. Tucker
Title: Partner
BROWN BROTHERS HARRIMAN & CO.
By: /S/ LAWRENCE C. TUCKER
-----------------------------
Name: Lawrence C. Tucker
Title: Partner
/S/ T. MICHAEL LONG
-----------------------------
T. Michael Long
/S/ LAWRENCE C. TUCKER
-----------------------------
Lawrence C. Tucker
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CUSIP No. 63633R 10 3 Page 17 of 19 Pages
SCHEDULE I
Set forth below are the names and positions of all of the general
partners of BBH & Co. The principal occupation or employment of each
person listed below is private banker, and, unless otherwise indicated,
the business address of each person is 59 Wall Street, New York, New York
10005. Unless otherwise indicated, each person listed below is a citizen
of the United States.
Business Address
(if other than as
Name indicated above)
- ----- -----------------
J. Eugene Banks
Peter B. Bartlett
Brian A. Berris
Walter H. Brown
Granger Costikyan
Douglas A. Donahue, Jr. 40 Water Street
Boston, Massachusetts 02109
William R. Driver, Jr. 40 Water Street
Boston, Massachusetts 02109
Anthony T. Enders
Alexander T. Ercklentz
Terrence M. Farley
Elbridge T. Gerry
Elbridge T. Gerry, Jr.
John C. Hanson
Kyosuko Kashimoto 8-14 Nihonbashi 30-Chome Chuo-ku
(citizen of Japan) Tokyo 103, Japan
Noah T. Herndon
<PAGE>
Page 18 of 19 Pages
Landon Hilliard
Frank W. Hoch
R.L. Ireland III
Michael Kraynak, Jr.
T. Michael Long
Michael W. McConnell
William H. Moore III
Donald B. Murphy
John A. Nielsen
Eugene C. Rainis
William F. Ray
L. Parks Shipley
Stokley P. Towles 40 Water Street
Boston, Massachusetts 02109
Lawrence C. Tucker
Maarten van Hengel
Douglas C. Walker 1531 Walnut Street
Philadelphia, Pennsylvania 19102
Laurence F. Whittemore
Richard H. Witmer, Jr.
<PAGE>
CUSIP No. 63633R 10 3 Page 19 of 19 Pages
INDEX TO EXHIBITS
Page
Exhibit Description Number
- ------- ----------- ------
1 Note Purchase Agreement, dated as of May 12, 20
1992, by and between the Company and the Fund.
2 6.0% Senior Subordinated Convertible Note Due 69
July 1, 2000 in the aggregate principal amount
of $30,000,000 as issued to the Fund on May 12,
1992.
3 Registration Rights Agreement dated May 12, 100
1992, between the Company and the Fund.
