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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Apria Healthcare Group Inc.
(Exact name of registrant as specified in its charter)
Delaware 33-0488566
(State of incorporation (IRS Employer
or organization) Identification No.)
3560 Hyland Avenue, Costa Mesa, California 92626
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities
and is effective upon filing pursuant to General Instruction
A(c)(2), 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)(1),
please check the following box: [ ]
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
- - ------------------- ------------------------------
Preferred Stock Purchase Rights New York Stock Exchange
With Respect to Common Stock
($.001 Par Value)
Securities to be registered pursuant to Section 12(g) of the Act:
None
--------------------
(Title of Class)
<PAGE>
Item 1 of Form 8-A as filed by the registrant on April 10,
1996, is amended and restated in its entirety as follows:
Item 1. Description of Securities to be Registered.
On February 8, 1995, the Board of Directors of Apria
Healthcare Group Inc. (then called Abbey Healthcare Group
Incorporated and referred to herein as the "Company") declared
a dividend of one preferred stock purchase right (the
"Rights") for each share of Common Stock of the Company
outstanding at the close of business on February 24, 1995 (the
"Record Date"). Thereupon, the Company entered into a Rights
Agreement dated as of February 8, 1995 with U. S. Stock Transfer
Corporation, as "Rights Agent" (the "Initial Rights Agent").
Upon the consummation of the merger of Homedco Group, Inc. with
and into the Company on June 28, 1995, each share of Common Stock
of the Company outstanding immediately prior to the consummation
of the merger, together with its associated preferred stock
purchase Right, was converted into 1.4 shares of the Company's
Common Stock and one associated preferred stock purchase Right
(each a "Right" and, collectively the "Rights") for each full
share of the Company's Common Stock after the merger. Effective
as of June 30, 1997, the Company, the Initial Rights Agent and
Norwest Bank Minnesota, N.A. ("Rights Agent") entered into
Amendment No. 1 to the Rights Agreement ("Amendment No. 1")
pursuant to which the Initial Rights Agent was replaced with
Rights Agent as the "Rights Agent" under said Rights Agreement
(as amended, the "Rights Agreement") and the Rights Agreement was
otherwise amended as more fully described below.
Pursuant to the Rights Agreement, each Right will
entitle the registered holder thereof, after the Rights
become exercisable and until February 7, 2005 (or the earlier
redemption, exchange or termination of the Rights), to
purchase from the Company one one-hundredth (1/100th) of a
share of Series A Junior Participating Preferred Stock, par
value $.001 per share (the "Preferred Shares"), at a price of
$130 per one one-hundredth (1/100th) of a Preferred Share,
subject to certain antidilution adjustments (the "Purchase
Price"). The Rights will be represented by the Common Stock
certificates until the earlier to occur of (i) ten (10) days
following a public announcement that a person or group of
affiliated or associated persons has acquired, or obtained
the right to acquire, beneficial ownership of 15% (reduced
from 20% pursuant to the terms of Amendment No. 1) or more of
the Common Stock (an "Acquiring Person") or (ii) ten (10)
days after a person or group commences, or announces an
intention to commence, a tender or exchange offer, the
consummation of which would result in the beneficial
ownership by a person or group of 15% (reduced from 20%
pursuant to the terms of Amendment No. 1) or more of the
Common Stock (the earlier of (i) and (ii) being called the
"Distribution Date"). The Board of Directors has the power,
under certain circumstances, to postpone the Distribution
Date. Separate certificates representing the Rights will be
mailed to holders of record of Common Stock as of the close
of business on the Distribution Date. The Rights will first
become exercisable on the Distribution Date, unless earlier
redeemed or exchanged, and may then begin trading separately
from the shares of Common Stock.
The Purchase Price payable, and the number of one-
hundredths of a Preferred Share or other securities or
property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination
or reclassification of, the Preferred Shares, (ii) upon the
grant to holders of the Preferred Shares of certain rights or
warrants to subscribe for or purchase Preferred Shares or
convertible securities at less than the current market price
of the Preferred Shares or (iii) upon the distribution to
holders of the Preferred Shares of evidences of indebtedness,
cash, securities or assets (excluding regular periodic cash
dividends at a rate not in excess of 125% of the rate of the
last regular periodic cash dividend paid or, if regular
periodic cash dividends have not previously been paid, at a
rate not in excess of 50% of the average net income per share
of the Company for the four quarters ended immediately prior
to the payment of such dividend, or dividends payable in
Preferred Shares (which dividends will be subject to the
adjustment described in clause (i) above)) or of subscription
rights or warrants (other than those referred to above).
With certain exceptions, adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least one percent (1%) in such Purchase Price.
No fractional shares will be issued and in lieu thereof, a
payment in cash will be made based on the market price of the
Preferred Shares on the last trading date prior to the date of
exercise.
If a person becomes an Acquiring Person (except pursuant
to certain cash offers for all outstanding Common Stock
approved by a majority of the Continuing Directors (as
defined below)) or if the Company were the surviving
corporation in a merger with an Acquiring Person or any
affiliate or associate of an Acquiring Person and the Common
Stock was not changed or exchanged, each holder of a Right,
other than Rights that are or were acquired or beneficially
owned by the Acquiring Person (which Rights will thereafter
be void), will thereafter have the right to receive upon
exercise that number of shares of Common Stock having a
market value of two times the then current Purchase Price of
the Right. With certain exceptions, if, following the time
that a person has become an Acquiring Person, the Company is
acquired in a merger or other business combination
transaction or more than 50% of its assets or earning power
is sold, each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, that number of shares of
common stock of the acquiring company which at the time of
such transaction would have a market value of two times the
then current Purchase Price of the Right.
At any time after a person becomes an Acquiring Person
and prior to the acquisition by such Acquiring Person of 50%
or more of the then outstanding shares of Common Stock, the
Board of Directors may cause the Company to acquire the
Rights (other than Rights which have become void), in whole
or in part, in exchange for that number of shares of Common
Stock having an aggregate value equal to the excess of the
value of the shares of Common Stock issuable upon exercise of
a Right after a person becomes an Acquiring Person over the
Purchase Price (the "Spread") per Right, appropriately
adjusted to reflect any stock split, stock dividend,
recapitalization or similar transaction (the "Exchange
Consideration"). Effective immediately upon the action of
the Board of Directors electing to exchange any Rights, the
right to exercise such Rights will terminate and the only
right of the holders of such Rights will be to receive the
Exchange Consideration. Any partial exchange will be
effected pro rata based on the number of Rights (other than
Rights which have become void) held by each holder of Rights.
The Rights may be redeemed in whole, but not in part, at
a price of $.01 per Right (the "Redemption Price") by the
Board of Directors at any time prior to the close of business
on the tenth day following the first date of public
announcement that a person or group has become an Acquiring
Person. The Board of Directors has the power, under certain
circumstances, to extend the ten-day redemption period.
Under certain circumstances set forth in the Rights
Agreement, the decision to redeem or to lengthen or shorten
the redemption period will require the concurrence of a
majority of the Continuing Directors. Immediately upon the
action of the Board of Directors electing to redeem the
Rights, the Company shall make an announcement thereof, and
upon such election, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be
to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company beyond
those as an existing stockholder, including, without
limitation, the right to vote or to receive dividends.
Any of the provisions of the Rights Agreement may be
amended by the Board of Directors prior to the Distribution
Date. After the Distribution Date, the Company and the
Rights Agent may amend or supplement the Rights Agreement
without the approval of any holders of Rights to cure any
ambiguity, defect or inconsistency, shorten or lengthen any
time period under the Rights Agreement (subject to the
approval of a majority of Continuing Directors) or, so long
as the interests of the holders of Rights (other than an
Acquiring Person or an affiliate or associate of an Acquiring
Person) are not adversely affected thereby, make any other
amendments in regard to matters or questions arising
thereunder which the Company and the Rights Agent may deem
necessary or desirable. The Company may, at any time prior
to such time as any person becomes an Acquiring Person, amend
the Rights Agreement to lower the thresholds described above
to not less than the greater of (i) any percentage greater
than the largest percentage of the outstanding Common Stock
then known by the Company to be beneficially owned by any
persons or group of affiliated or associated persons or (ii)
ten percent (10%).
The term "Continuing Directors" means any member of the
Board of Directors who was a director prior to the time that
any person becomes an Acquiring Person, and any person who is
subsequently elected to the Board if such person is
recommended or approved by a majority of the Continuing
Directors. Continuing Directors do not include an Acquiring
Person, an affiliate or associate of an Acquiring Person or
any representative of the foregoing.
Each Preferred Share purchasable upon exercise of the
Rights will be entitled to a preferential quarterly dividend
payment of 100 times the dividend, if any, declared per share
of Common Stock, but in no event less than $1.00. In the
event of liquidation, the holders of the Preferred Shares
will be entitled to a minimum preferential liquidation
payment of $100 per share, but will also be entitled to an
aggregate payment of 100 times the payment made per share of
Common Stock. Each Preferred Share will have 100 votes,
voting together with the Common Stock. In the event of any
merger, consolidation or other transaction in which Common
Stock is exchanged, each Preferred Share will be entitled to
receive 100 times the amount and type of consideration
received per share of Common Stock. These rights are
protected by customary antidilution provisions. Because of
the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of one one-hundredth of a Preferred
Share purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.
As long as the Rights are attached to the Common Stock,
the Company will issue one Right with each new share of
Common Stock so that all such shares will have attached Rights.
The Company has agreed that, from and after the Distribution
Date, the Company will reserve 1,500,000 Preferred Shares
initially for issuance upon exercise of the Rights.
The Rights will cause substantial dilution to a person
or group that acquires 15% or more of the Company's Common
Stock on terms not approved by the Company's Board of
Directors, except pursuant to an offer conditioned on a
substantial number of Rights being redeemed. The Rights
should not interfere with any merger or other business
combination approved by the Board of Directors prior to ten
days after the time that a person or group has become an
Acquiring Person as the Rights may be redeemed by the Company
at $.01 per Right prior to such time.
The Rights Agreement specifying the terms of the Rights,
the text of the press release announcing the declaration of
the Rights and the form of a letter sent to the holders of
the Company's Common Stock dated February 24, 1995,
explaining the Rights, were incorporated by reference as
exhibits to the Company's Current Report on Form 8-K dated
February 8, 1995. Amendment No. 1 is filed as Exhibit 1.1 to
this registration statement. The foregoing description of
the Rights is qualified in its entirety by references to all
such exhibits."
<PAGE>
Item 2 of Form 8-A as filed by the registrant on April 10,
1996, is amended and restated in its entirety as follows:
Item 2. Exhibits.
1. Rights Agreement, dated as of February 8, 1995,
between Abbey Healthcare Group Incorporated
("Abbey") and U.S. Stock Transfer Corporation
incorporated by reference to Exhibit 4.1 to Abbey's
Current Report on Form 8-K dated February 8, 1995.
1.1 Amendment No. 1 to the Rights Agreement dated as of
June 30, 1997, by and among Apria Healthcare Group
Inc., Norwest Bank Minnesota, N.A. and U.S. Stock
Transfer Corporation.
2. Form of Letter to the holders of Abbey Common
Stock, dated February 24, 1995, incorporated by
reference to Exhibit 20.1 to Abbey's Current Report
on Form 8-K dated February 8, 1995.
3. Text of Press Release, dated February 8, 1995,
incorporated by reference to Exhibit 99.2 to
Abbey's Current Report on Form 8-K dated February
8, 1995."
4. All exhibits required by Instruction II to Item 2
have been or will be supplied to the New York Stock
Exchange.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this Amendment No. 1 to registration statement to be
signed on its behalf by the undersigned, thereto duly
authorized.
APRIA HEALTHCARE GROUP INC.
Date: July 9, 1997 By: /s/ Robert S. Holcombe
--------------------------------
Robert S. Holcombe
Vice President, General Counsel
and Secretary
<PAGE>
EXHIBIT INDEX
1. Rights Agreement, dated as of February 8, 1995,
between Abbey Healthcare Group Incorporated
("Abbey") and U.S. Stock Transfer Corporation
incorporated by reference to Exhibit 4.1 to Abbey's
Current Report on Form 8-K dated February 8, 1995.
1.1 Amendment No. 1 to the Rights Agreement dated as of
June 30, 1997, by and among Apria Healthcare Group
Inc., Norwest Bank Minnesota, N.A. and U.S. Stock
Transfer Corporation.
2. Form of Letter to the holders of Abbey Common
Stock, dated February 24, 1995, incorporated by
reference to Exhibit 20.1 to Abbey's Current Report
on Form 8-K dated February 8, 1995.
3. Text of Press Release, dated February 8, 1995,
incorporated by reference to Exhibit 99.2 to
Abbey's Current Report on Form 8-K dated February
8, 1995.
EXHIBIT 1.1
AMENDMENT NO. 1
TO THE
RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this
"Amendment") is entered into as of this 30th day of June, 1997
between APRIA HEALTHCARE GROUP INC., a Delaware corporation
formerly called Abbey Healthcare Group Incorporated (the
"Company"), U.S. STOCK TRANSFER CORPORATION, a California
corporation (the "Initial Rights Agent"), and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION (the "Successor Rights Agent").
INTRODUCTORY PROVISIONS
The following provisions form a part of and constitute the basis
for this Amendment:
A. The Company and the Initial Rights Agent are parties to
that certain Rights Agreement dated as of February 8, 1995 (the
"Rights Agreement").
B. Since the execution of the Rights Agreement, the
Company's name has been changed from Abbey Healthcare Group
Incorporated to Apria Healthcare Group Inc. and the "Right
Certificates" (as defined in the Rights Agreement) have been
listed with the New York Stock Exchange (the "Exchange").
C. According to the rules of the Exchange, the Initial
Rights Agent does not satisfy all requirements established by the
Exchange for a registrar or transfer agent and is therefore
precluded from acting as the "Rights Agent" (as defined in the
Rights Agreement) under the Rights Agreement.
D. The Successor Rights Agent meets the requirements of
the Exchange with respect to a registrar and transfer agent for
securities listed on the Exchange and is therefore qualified to
act as the Rights Agent under the Rights Agreement.
E. The Company desires to amend the Rights Agreement by
replacing the Initial Rights Agent with the Successor Rights
Agent as the "Rights Agent" under the Rights Agreement, amending
the provisions of the Rights Agreement which relate to the
removal and replacement of the Rights Agent, and amending certain
provisions which relate the definitions of the Company,
"Acquiring Person," "Trigger Date" and the issuance of "Right
Certificates" thereunder.
F. The Company has delivered to the Initial Rights Agent
and the Successor Rights Agent a certificate from its Vice
President, General Counsel and Secretary stating that the
provisions of this Amendment are in compliance with the terms of
Section 26 of the Rights Agreement.
G. The parties wish to execute this Amendment to properly
evidence such amendments.
NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein set forth, the parties hereby agree
as follows:
1. The Rights Agreement is hereby amended so
that all references therein to the Company
as "Abbey Healthcare Group Incorporated"
are changed to "Apria Healthcare Group
Inc."
2. From and after the full and final
execution of this Amendment, the Initial
Rights Agent shall no longer be the Rights
Agent under the Rights Agreement, and the
Successor Rights Agent shall become and be
the Rights Agent thereunder. Initial
Rights Agent shall immediately remit to
Successor Rights Agent all books, records,
funds, certificates or other documents and
instruments of any kind in its possession
which have been acquired by Initial Rights
Agent in the performance of its duties
under the Rights Agreement. Upon delivery
of the foregoing items to Successor Rights
Agent, Initial Rights Agent shall be
deemed absolved and relieved from its
prospective obligations under the Rights
Agreement. Successor Rights Agent hereby
agrees to act as the Rights Agent under
the Rights Agreement and agrees to perform
each and every obligation of the Rights
Agreement which shall become performable
after the full and final execution hereof
as the same becomes performable.
3. Section 21 of the Rights Agreement is
hereby amended and restated in full as
follows:
Section 21. Change of Rights Agent. The
Rights Agent or any successor Rights Agent
may resign and be discharged from its
duties under this Rights Agreement upon
notice in writing mailed to the Company
and to each transfer agent of the Common
Shares and/or Preferred Shares, as
applicable, by registered or certified
mail. The Company may remove the Rights
Agent or any successor Rights Agent upon
notice in writing, mailed to the Rights
Agent or successor Rights Agent, as the
case may be, and to each transfer agent of
the Common Shares and/or Preferred Shares,
as applicable, by registered or certified
mail. If the Rights Agent shall resign,
or be removed or shall otherwise become
incapable of acting, the resigning,
removed, or incapacitated Rights Agent
shall remit to the Company, or to any
successor Rights Agent designated by the
Company, all books, records, funds,
certificates or other documents or
instruments of any kind then in its
possession which were acquired by such
resigning, removed or incapacitated Rights
Agent in connection with its services as
Rights Agent hereunder, and shall
thereafter be discharged from all further
duties and obligations which have not yet
become performable hereunder. Following
notice of such removal, resignation or
incapacity, the Company shall appoint a
successor to such Rights Agent. If the
Company shall fail to make such
appointment within a period of thirty (30)
days after such removal or after it has
been notified in writing of such
resignation or incapacity by the resigning
or incapacitated Rights Agent or by the
holder of a Right Certificate (who shall,
with such notice, submit his Right
Certificate for inspection by the
Company), then the registered holder of
any Right Certificate may apply to any
court of competent jurisdiction for the
appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed
by the Company or by such a court, shall
be (i) a corporation or banking
association organized and doing business
under the laws of the United Sates or of
any State of the United States and
authorized under such laws to exercise
stock transfer or corporate trust powers;
(ii) subject to supervision or examination
by federal or state authority; (iii) an
entity which has, at the time of its
appointment as Rights Agent, a combined
capital and surplus of at least
$10,000,000; and (iv) an entity which is
duly qualified to act as a transfer agent
and registrar under the rules of the
Exchange and any other exchange with which
the Right Certificates are registered.
After appointment, the successor Rights
Agent shall be vested with the same
powers, rights, duties and
responsibilities as if it had been
originally named as Rights Agent without
further act or deed; but the predecessor
Rights Agent shall deliver and transfer to
the successor Rights Agent any property at
the time held by it hereunder, and execute
and deliver any further assurance,
conveyance, act or deed necessary for the
purpose. Not later than the effective
date of any such appointment, the Company
shall file notice thereof in writing with
the predecessor Rights Agent and each
transfer agent of the Common Shares and/or
Preferred Shares, as applicable. The
Company shall inform the holders of Right
Certificates of any such appointment by
including notice thereof in one of the
Company's periodic filings under the
Securities Exchange Act of 1934, as
amended, filed within one year after the
appointment. In addition, if such
appointment shall occur on or after the
Distribution Date, the newly appointed
Rights Agent shall mail written notice of
its appointment to the registered holders
of the Right Certificates within 30 days
after the appointment. However, failure
to give any notice provided for in this
Section 21, or any defect therein, shall
not affect the legality or validity of the
appointment of the successor Rights Agent,
as the case may be.
4. The Rights Agreement is hereby further
amended so that each reference in the
Rights Agreement to 20% of the Common
Shares of the Company is hereby amended to
read 15% of the Common Shares, including
all references in Sections 1.1, 1.11 and
3.1 of the Rights Agreement.
5. Except as specifically provided herein, the
Rights Agreement shall remain in full force
and affect as originally executed.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate
seals to be hereunto affixed, all as of the day and year first
above written.
THE COMPANY:
APRIA HEALTHCARE GROUP INC.
By: /s/ Jeremy M. Jones
--------------------------
Name: Jeremy M. Jones
Title: Chief Executive Officer
INITIAL RIGHTS AGENT:
U.S. STOCK TRANSFER CORPORATION
By: /s/ James Hunter
---------------------------
Name: James Hunter
Title: Vice President
SUCCESSOR RIGHTS AGENT:
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By: /s/ Kenneth P. Swanson
----------------------------
Name: Kenneth P. Swanson
Title: Assistant Vice President
