UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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. 2)
Apria Healthcare Group Inc.
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(Exact name of registrant as specified in its charter)
Delaware 33-0488566
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(State of incorporation (IRS Employer
or organization) Identification No.)
3560 Hyland Avenue 92626
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Costa Mesa, California (Zip Code)
(Address of principal executive offices)
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
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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
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(Title of Class)
<PAGE>
Item 1 of Form 8-A as filed by the registrant on April 10, 1996 and amended
on July 10, 1997, is hereby further 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. (the "Rights Agent") entered into
Amendment No. 1 to the Rights Agreement ("Amendment No. 1"), pursuant to which
the Initial Rights Agent was replaced with the Rights Agent as the "Rights
Agent" under said Rights Agreement and said Rights Agreement was otherwise
amended. Effective as of April 20, 1999 the Company and the Rights Agent entered
into Amendment No. 2 to the Rights Agreement ("Amendment No. 2"), pursuant to
which the Rights Agreement was further amended. The terms of the Rights
Agreement (as amended to date, the "Rights Agreement") are described below in
summary form.
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 25% 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 25% 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 25% 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 was
filed as Exhibit 1.1 to this registration statement. Amendment No. 2 is filed as
Exhibit 1.2 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 and amended
on July 10, 1997, is hereby further 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.
1.2 Amendment No. 2 to the Rights Agreement dated as of April 20, 1999, by and
between Apria Healthcare Group Inc. and Norwest Bank Minnesota, N.A.
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.
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. 2 to registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
APRIA HEALTHCARE GROUP INC.
Date: April 21, 1999 By:/s/ Robert S. Holcombe
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Robert S. Holcombe
Senior 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 and filed with the Commission on March 20, 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 incorporated by reference to Exhibit 2.1 to the
Company's Form 8-A/A (Amendment No. 1).
1.2 Amendment No. 2 to the Rights Agreement dated as of April 20, 1999, by and
between Apria Healthcare Group Inc. and Norwest Bank Minnesota, N.A.
(Amendment No. 2).
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 1.2
AMENDMENT NO. 2
TO THE
RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT (this "Amendment") is entered
into as of this 20th day of April, 1999 between APRIA HEALTHCARE GROUP INC., a
Delaware corporation formerly called Abbey Healthcare Group Incorporated (the
"Company"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (the "Rights
Agent").
INTRODUCTORY PROVISIONS
The following provisions form a part of and constitute the basis for this
Amendment:
A. The Company and the Rights Agent are parties to that certain Rights
Agreement dated as of February 8, 1995, as amended by Amendment No. 1 thereto
dated June 30, 1997, (the "Rights Agreement").
B. The Company desires to amend the Rights Agreement by amending certain
provisions which relate to the definitions of "Acquiring Person" and "Trigger
Event" and to the issuance of "Right Certificates" thereunder.
C. The Company has delivered to the Rights Agent a certificate from its
Senior 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.
D. The parties wish to execute this Amendment to properly evidence such
amendment.
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 further amended so that each
reference in the Rights Agreement to 15% of the Common Shares of the
Company is hereby amended to read 25% of the Common Shares, including all
references in Sections 1.1, 1.11 and 3.1 of the Rights Agreement.
2. 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/ Robert S. Holcombe
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Name: Robert S. Holcombe
Title: Senior Vice President
RIGHTS AGENT:
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By: /s/ Barbara M. Novak
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Name: Barbara M. Novak
Title: Vice President
