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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): June 30, 1997
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COVENTRY CORPORATION
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(Exact name of registrant as specified in its charter)
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Tennessee 0-19147 62-1297579
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(State or other jurisdiction of incorporation) Commission File Number) (I.R.S. Employer
Identification No.)
53 Century Boulevard, Suite 250, Nashville, TN 37214
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 391-2440
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
Reference is made herein to that certain Amended and Restated
Securities Purchase Agreement, dated as of April 2, 1997 (the "Purchase
Amendment"), by and among Coventry Corporation (the "Company"), Warburg, Pincus
Ventures, L.P. ("Warburg Pincus") and Franklin Capital Associates, L.P., a copy
of which, together with the schedules and exhibits thereto, was attached as
Exhibit 10 to the Form 8-K filed by the Company with the Commission on May 14,
1997 and is incorporated herein by reference in its entirety.
On June 30, 1997, the Second Closing (as such term is defined in
Section 2.3(b) of the Purchase Agreement) was consummated. At the Second
Closing, the Company issued and sold to Warburg Pincus convertible, exchangeable
senior subordinated notes in an aggregate principal amount of $13,155,020 and
warrants to purchase 773,825 shares of the Company's common stock, par value
$0.01 per share. The Company applied all of the net proceeds to prepay
approximately $13.9 million indebtedness outstanding under the Third Amended and
Restated Credit Agreement, dated as of March 28, 1997, among the Company, the
banks listed therein, and Morgan Guaranty Trust Company of New York, as Agent
("Credit Agreement"). As a result the payments required under the Credit
Agreement will be $12,176,923 due December 31, 1997 and $43,823,577 due April 1,
1998. In addition, a material adverse change in the Company's business,
financial condition or results of operations is no longer an event of default
under the Third Amended Credit Agreement.
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SIGNATURES
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.
COVENTRY CORPORATION
Date: July 9, 1997 By: /s/ Shirley R. Smith
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Shirley R. Smith, Vice President and
Corporate General Counsel
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