UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Coastal Physician Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 56-1379244 (State
of incorporation or organization) (IRS Employer
Identification No.)
2828 Croasdaile Drive, Durham, NC 27705
(Address of principal executive offices) (Zip Code)
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
Amendment to Preferred Share New York Stock Exchange
Rights Plan
If this Form relates to the registration of a class of
debt securities and is effective upon filing pursuant to
General Instruction A.(c)(1), please check the following box.
[ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction
A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of
the Act:
None
(Title of class)
Item 1. Description of Securities To Be Registered
On January 20, 1995, the Board of
Directors of Coastal Physician Group, Inc. (the "Company")
authorized and declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of
Common Stock, par value $.01 per share (the "Common Shares")
of the Company. The dividend was payable on February 20,
1995 to stockholders of record on February 3, 1995. Each
right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Junior
Participating
Cumulative Preferred Stock, par value $.01 per share, of the
Company at a purchase price of $120.00, subject to
adjustment in certain circumstances. The description and
terms of the Rights are set forth in the Rights Agreement
(the "Rights Agreement") dated as of January 26, 1995
between the Company and First Union National Bank of North
Carolina, as Rights Agent.
Effective December 27, 1996, the Rights Agreement was
amended (the "Amendment") to provide that the triggering
event for the separation of the Rights from the Common
Shares and the "Distribution Date" will, subject to certain
exceptions set forth in the Rights Agreement, occur upon the
earlier of (i) ten business days following a public
announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired
beneficial ownership of 20% or more of the outstanding
Common Shares (the "Share Acquisition Date"), or (ii) ten
business days (or such specified or unspecified date as may be
determined by action of the Board of Directors of the
Company) following the commencement or announcement of the
intent to commence a tender offer or exchange offer for 20% or
more of the outstanding Common Shares. The Amendment also
modified the definition of Acquiring Person to provide that
Acquiring Person does not include Dr. Steven M. Scott and
certain related persons as defined in the Rights
Agreement, as amended (the "Scott Group"), so long as the
members of the Scott Group do not, individually or the
aggregate, become the beneficial owners of more than 38.2% of
the Common Shares. For purposes of determining the number
of Common Shares beneficially owned by members of the Scott
Group, the Amendment provides that any shares of which any
member of the Scott Group obtains beneficial ownership upon
the exercise of options granted to them on, prior or
subsequent to January 26, 1995, pursuant to any stock option or
employee benefit plan of the Company are included, but shares
issued by the Company to any member of the Scott Group on
or after December 27, 1996 in full or partial satisfaction
of any obligation of the Company or any of its Subsidiaries to
any member of the Scott Group are excluded.
A copy of the Amendment is filed herewith as Exhibit
99.1.A. A copy of the Rights Agreement and the Amendment are
available free of charge from the Company. This summary
description of the Amendment does not purport to be complete
and is qualified in its entirety by reference to the Rights
Agreement and the Amendment, which are hereby incorporated by
reference.
Item 2. Exhibits
1. Amendment to Rights Agreement dated as of December
27, 1996 between Coastal Physician Group, Inc. and First
Union NationalBank of North Carolina.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: December 30, 1996 By: /s/ W. RANDALL DICKERSON
W. Randall Dickerson
Vice President,Corporate
Controller and Chief
Accounting Officer
INDEX TO EXHIBITS
Exhibit
Number Exhibit
99.1.A Amendment to Rights Agreement dated as
of December 27, 1996 between Coastal
Physician Group, Inc. and First Union
National Bank of North Carolina.
EXHIBIT 99.1.A
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of December 27, 1996, to the
Rights Agreement, dated as of January 26, 1995, between
Coastal Physician Group, Inc. (formerly known as Coastal
Healthcare Group, Inc.) (the "Company"), and First Union
National Bank of North Carolina, as Rights Agent (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent entered
into the Rights Agreement specifying the terms of the Rights
(as defined therein); and
WHEREAS, the Company and the Rights Agent desire
to amend the Rights Agreement in accordance with Section 27
of the Rights Agreement;
NOW THEREFORE, in consideration of the premises
and mutual agreements set forth in the Rights Agreement and
this Amendment, the parties hereby agree as follows:
1. Section 1(a) of the Rights Agreement is
amended to read in its entirety as follows:
(a) "Acquiring Person" shall mean any Person (as
such term is hereinafter defined) who or which,
together with all Affiliates and Associates (as such
terms are hereinafter defined) of such Person, shall be
the Beneficial Owner (as such term is hereinafter
defined) of 20% or more of the Common Shares then
outstanding, but shall not include (i) the Company or
any Subsidiary (as hereinafter defined) of the Company,
(ii) any employee benefit plan (including, but not
limited to, any employee stock ownership plan) of the
Company or any Subsidiary of the Company or any Person
organized, appointed or established by the Company or
such Subsidiary as a fiduciary for or pursuant to the
terms of any such employee benefit plan, (iii) any
Person who would otherwise be an "Acquiring Person" but
for the good faith determination by the Board of
Directors of the Company that such Person has become an
"Acquiring Person" inadvertently, provided that such
Person together with its Affiliates and Associates
divest themselves as promptly as practicable of
beneficial ownership of a sufficient number of Common
Shares so that such Person together with its Affiliates
and Associates beneficially own less than 20% of the
Common Shares or (iv) Dr. Steven M. Scott or any
Related Person (as hereinafter defined), or any Person
or entity who becomes such a Beneficial Owner due to a
gift or bequest of Dr. Steven M. Scott or any Related
Person (the persons in this clause (iv) are hereinafter
referred to collectively as the "Scott Group"), so long
as the members of the Scott Group do not, individually
or in the aggregate, become the beneficial owners of
more than 38.2% of the Common Shares. For purposes of
determining the number of Common Shares beneficially
owned by members of the Scott Group, any shares of
which any member of the Scott Group obtains beneficial
ownership upon the exercise of options granted to them
on, prior or subsequent to January 26, 1995 pursuant to
the terms of any stock option or other employee benefit
plan of the Company shall be included; however,
notwithstanding anything contained herein to the
contrary, shares issued by the Company to Dr. Steven M.
Scott or any other member of the Scott Group on or
subsequent to the date hereof in full or partial
satisfaction of any obligation owed by the Company or
any of its Subsidiaries to Dr. Steven M. Scott or any
other member of the Scott Group shall not be included.
Notwithstanding the foregoing, no Person shall become
an "Acquiring Person" as a result of an acquisition of
Common Shares by the Company which, by reducing the
number of Common Shares outstanding, increases the
proportionate number of shares beneficially owned by
such Person to 20% or more or, in the case of the Scott
Group, to more than 38.2%, of the Common Shares of the
Company then outstanding; provided, however, that if a
Person shall become the Beneficial Owner of 20% or more
or, in the case of the Scott Group, of more than 38.2%,
of the Common Shares of the Company by reason of share
purchases by the Company and shall, after such share
purchases by the Company, become the Beneficial Owner
of any additional Common Shares of the Company in
excess of such thresholds other than as a direct or
indirect result of any corporate action taken by the
Company, then such Person shall be deemed to be an
"Acquiring Person."
2. Section 1(y) of the Rights Agreement is
amended to read in its entirety as follows:
(y) "Related Person" shall mean (i) any
corporation, partnership, organization, or other Person
of which Dr. Steven M. Scott is an officer, general
partner or limited partner or is, directly or
indirectly, the beneficial owner of ten percent or more
of any class of equity securities or (ii) any trust or
other estate in which Dr. Steven M. Scott or any
relative or spouse of Dr. Steven M. Scott has a
beneficial interest or as to which Dr. Steven M. Scott
or any relative or spouse of Dr. Steven M. Scott serves
as trustee or in any similar fiduciary capacity or
(iii) any spouse of Dr. Steven M. Scott or (iv) any
child of Dr. Steven M. Scott under the age of twenty
one or (v) any other child of Dr. Steven M. Scott who
resides in his home.
3. The reference to 15% in Section 3 clause (a)
is hereby changed to 20%.
4. The term "Agreement" as used in the Rights
Agreement shall be deemed to refer to the Rights Agreement
as amended hereby.
5. The foregoing amendment shall be effective as
of the date hereof and, except as set forth herein, the
Rights Agreement shall remain in full force and effect and
shall be otherwise unaffected hereby.
6. This Amendment may be executed in twos or
more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed, all as of the day and
year first above written.
COASTAL PHYSICIAN GROUP, INC.
(formerly known as COASTAL
HEALTHCARE GROUP, INC.)
By: /s/ Timothy W. Trost
Name: Timothy W. Trost
Title: CFO
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as Rights
Agent
By: /s/ Myron O. Gray Name:
Myron O. Gray Title:
Vice President
