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 (IRS Employer
or organization) 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
to be so registered which 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 May 12, 1997, the Rights Agreement was
amended to provide that Acquiring Person shall mean any
person who or which, together with all affiliates and
associates of such person, shall be the beneficial owner of
20% or more of the Common Shares then outstanding, but shall
not include; (i) the Company or any subsidiary 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 of his affiliates
and associates, or any person or entity who becomes such a
beneficial owner due to a gift or bequest of Dr. Scott or
any of his affiliates and associates (the "Scott Group"), so
long as the Scott Group's beneficial ownership does not
exceed 45.0% of the Common Shares.
Effective June 3, 1997, the Rights Agreement was again
amended to provide that an Acquiring Person does not include
the Scott Group so long as the beneficial ownership of the
Scott Group of the Common Shares does not exceed 55.0%.
Under both the May 12, 1997 and the June 3, 1997
amendments, for purposes of determining the number of Common
Shares beneficially owned by members of the Scott Group, the
amendments provide 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, shall be included;
however, shares issued by the Company to any member of the
Scott Group on or subsequent to December 27, 1996 in full or
partial satisfaction of any obligation owed by the Company
or any of its Subsidiaries to any member of the Scott Group
shall not be included.
A copy of the amendments are filed herewith as Exhibits
99.1 and 99.2. A copy of the Rights Agreement and the
amendments are available free of charge from the Company.
This summary description of the amendments does not purport
to be complete and is qualified in its entirety by reference
to the Rights Agreement and the amendments, which are hereby
incorporated by reference.
ITEM 2. EXHIBITS
1. Amendment to Rights Agreement dated as of May
12, 1997 between Coastal Physician Group, Inc.
and First Union National Bank of North Carolina.
2. Amendment to Rights Agreement dated as of
June 3, 1997 between Coastal Physician Group,
Inc. and First Union National Bank 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: June 24, 1997 By: /S/ W. Randall Dickerson
W. Randall Dickerson
Executive Vice President and
Chief Financial Officer
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of May 12, 1997, 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 of
his Affiliates and Associates, or any Person
or entity who becomes such a Beneficial Owner
due to a gift or bequest of Dr. Steven M.
Scott or any of his Affiliates and Associates
(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 45.0% 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 December 27, 1996 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 45.0%, 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
45.0%, 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 deleted in its
entirety and the sections that immediately follow are renumbered
appropriately to reflect the deletion of Section 1(y).
3. The references to "Related Persons" in Section 27 of
the Agreement shall be deleted and the words "of his Affiliates
or Associates" shall be substituted in their place.
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 two 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
written above.
COASTAL PHYSICIAN GROUP, INC.
(formerly known as COASTAL
HEALTHCARE GROUP, INC.)
By: /S/ W. Randall Dickerson
Name: /S/ W. Randall Dickerson
Title: Chief Financial Officer
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as Rights Agent
By: /S/ Myron O. Gray
Name: Myron O. Gray
Title: Vice President
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of June 3, 1997, 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 of
his Affiliates and Associates, or any Person
or entity who becomes such a Beneficial Owner
due to a gift or bequest of Dr. Steven M.
Scott or any of his Affiliates and Associates
(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 55 % 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 December 27, 1996 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 55%, 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
55%, 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. The term "Agreement" as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended
hereby.
3. 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.
4. This Amendment may be executed in two 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
written above.
COASTAL PHYSICIAN GROUP, INC.
(formerly known as COASTAL
HEALTHCARE GROUP, INC.)
By: /S/ W. Randall Dickerson
Name: /S/ W. Randall Dickerson
Title: Chief Financial Officer
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as Rights Agent
By:/S/ Myron O. Gray
Name: Myron O. Gray
Title: Vice President
