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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
RENAL CARE GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 62-1622383
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(State of Incorporation (IRS Employer Identification No.)
or Organization)
2100 West End Avenue, Suite 800
Nashville, Tennessee 37203
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration If this form relates to the registration of a
of a class of debt securities and is class of debt securities and is to become
effective upon filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check the effectiveness of a concurrent registration
following box. / / statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. / /
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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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None
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Junior Participating
Preferred Stock Purchase Rights
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Effective May 2, 1997, the Board of Directors of Renal Care Group,
Inc. (the "Company") declared a distribution of one right (a "Right") for each
outstanding share of Common Stock, par value $0.01 per share (the "Common
Stock"), to shareholders of record at the close of business on June 2, 1997 and
for each share of Common Stock issued (including shares distributed from
Treasury) by the Company thereafter and prior to the Separation Time. Each Right
entitles the registered holder to purchase from the Company one one-hundredth
(1/100th) of a share (a "Unit") of Series A Junior Participating Preferred
Stock, par value $0.01 per share (the "Preferred Stock"), at a purchase price
of $140 per Unit (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Shareholder Protection Rights
Agreement between the Company and First Union National Bank of North Carolina,
as Rights Agent, dated as of May 2, 1997 (the "Rights Agreement").
Initially, the Rights will attach to all certificates representing
shares of outstanding Company Common Stock, and no separate Rights Certificates
will be distributed. The Rights will separate from the Common Stock and the
Separation Time will occur upon the earlier of (i) ten business days (unless
otherwise accelerated or delayed by the Board) following public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired, obtained the right to acquire, or otherwise obtained
beneficial ownership of 15% or more of the then outstanding shares of Common
Stock, or (ii) ten business days (unless otherwise delayed by the Board)
following the commencement of a tender offer or exchange offer that would
result in the person or group beneficially owning 15% or more of the then
outstanding shares of Common Stock. An Acquiring Person does not include (a)
any person who is a beneficial owner of 15% or more of the Common Stock on
May 2, 1997 (the date of adoption of the Rights Agreement), unless such
person or group shall thereafter acquire beneficial ownership of additional
Common Stock, (b) a person who acquires beneficial ownership of 15% or more of
the Common Stock without any intention to affect control of the Company and
who thereafter promptly divests sufficient shares so that such person ceases
to be the beneficial owner of 15% or more of the Common Stock, or (c) a person
who is or becomes a beneficial owner of 15% or more of the Common Stock as a
result of an option granted by the Company in connection with an agreement to
acquire or merge with the Company prior to a Flip-In Date.
Until the Separation Time, (i) the Rights will be evidenced by Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after June 2, 1997
(including shares distributed from Treasury) will contain a legend incorporating
the Rights Agreement by reference and (iii) the surrender for transfer of any
certificates representing outstanding Common Stock will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate.
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The Rights are not exercisable until the Separation Time and will
expire at the close of business on the tenth anniversary of the Rights Agreement
unless earlier terminated by the Company as described below.
As soon as practicable after the Separation Time, Rights Certificates
will be mailed to holders of record of Common Stock as of the close of business
on the date when the Separation Time occurs and, thereafter, the separate Rights
Certificates alone will represent the Rights.
If a Flip-In Date occurs (i.e., the close of business ten business
days following announcement by the Company that a person has become an Acquiring
Person), and if the Company has not terminated the Rights as described below,
then the Rights entitle the holders thereof to acquire shares of Common Stock
(rather than Preferred Stock) having a value equal to twice the Right's exercise
price. Instead of issuing shares of Common Stock upon exercise of a Right
following a Flip-In Date, the Company may substitute a combination of cash,
property, a reduction in the exercise price of the Rights, Preferred Stock or
other securities with a value equal to the Common Stock (or any combination of
the above) which would otherwise be issuable. In addition, at the option of the
Board of Directors prior to the time that any person becomes the beneficial
owner of more than 50% of the Common Stock, and rather than payment of the cash
purchase price, each Right may be exchanged for one share of Common Stock if a
Flip-In Date occurs. Notwithstanding any of the foregoing, all Rights that are,
or (under certain circumstances set forth in the Rights Agreement) were,
beneficially owned by any person on or after the date such person becomes an
Acquiring Person will be null and void.
Following the Flip-In Date, if the company is acquired in a merger or
consolidation where the Company does not survive or the Common Stock is changed
or exchanged, or 50% or more of the Company's assets or assets generating 50% or
more of the Company's operating income or cash flow is transferred in one or
more transactions to persons who at that time control the Company, then the
Rights entitle the holders thereof to acquire for the exercise price shares of
the acquiring party having a value equal to twice the Right's exercise price.
The exercise price payable and the number of Rights outstanding are
subject to adjustment from time to time to prevent dilution in the event of a
stock dividend, stock split or reverse stock split, or other recapitalization
which would change the number of shares of Common Stock outstanding.
At any time until the close of business on the Flip-In Date, the Board
of Directors may terminate the Rights without any payment to the holders
thereof. The Board of Directors may condition termination of the Rights upon the
occurrence of a specified future time or event.
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable.
Any provisions of the Rights Agreement may be amended at any time prior
to the close of business on the Flip-In Date without the approval of holders of
the Rights, and thereafter, the Rights Agreement may be amended without approval
of the Rights holders in any way which does not materially adversely affect the
interests of the Rights holders.
A total of 400,000 shares of Preferred Stock will be reserved for
issuance upon exercise of the Rights.
Each Unit of Preferred Stock will receive dividends at a rate per Unit
equal to any dividends (except dividends payable in Common Stock) paid with
respect to a share of Common Stock and, on a quarterly basis, an amount per
whole share of Preferred Stock equal to the excess of $1.00 over the aggregate
dividends per whole share of Preferred Stock during the immediately preceding
three-month period.
In the event of liquidation, the holder of each fractional share of
Preferred Stock will receive a preferred liquidation payment equal to the
greater of $1.00 per whole share or the per share amount paid in respect of a
share of Common Stock.
Each Unit of Preferred Stock will have one vote, voting together with
the Common Stock.
In the event of any merger, consolidation, statutory share exchange or
other transaction in which shares of Common Stock are exchanged, each Unit of
Preferred Stock will be entitled to receive the per share amount paid in respect
of each share of Common Stock.
The rights of holders of the Preferred Stock to dividends, liquidation
and voting, and in the event of mergers, statutory share exchanges and
consolidations, are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the economic value of one Unit of Preferred Stock that may be
acquired upon the exercise of each Right should approximate the economic value
of one share of Common Stock.
The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company on
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terms not approved by the Board of Directors of the Company (with, where
required by the Rights Agreement, the concurrence of a majority of the
continuing directors) unless the offer is conditioned on a substantial number of
Rights being acquired. However, the Rights should not interfere with any merger,
statutory share exchange or other business combination approved by a majority of
the directors since the Rights may be terminated by the Board of Directors at
any time on or prior to the close of business ten business days after
announcement by the Company that a person has become an Acquiring Person. Thus,
the Rights are intended to encourage persons who may seek to acquire control of
the Company to initiate such an acquisition through negotiations with the Board
of Directors. However, the effect of the Rights may be to discourage a third
party from making a partial tender offer or otherwise attempting to obtain a
substantial equity position in the equity securities of, or seeking to obtain
control of, the Company. To the extent any potential acquirors are deterred by
the Rights, the Rights may have the effect of preserving incumbent management in
office.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to the Company's Current Report on Form 8-K
dated May 2, 1997 and is incorporated herein by reference. The foregoing
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to such exhibit.(
ITEM 2. EXHIBITS.
1. Shareholder Protection Rights Agreement, dated as of May 2, 1997,
between Renal Care Group, Inc. and First Union National Bank
of North Carolina (which includes as Exhibit A thereto the Form of Right
Certificate), incorporated herein by reference to Exhibit 99.1 of Renal Care
Group, Inc.'s Form 8-K dated May 2, 1997.
2. Press release dated May 2, 1997, incorporated herein by reference
to Exhibit 99.2 of Renal Care Group, Inc.'s Form 8-K dated May 2, 1997.
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SIGNATURES
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, thereto duly authorized.
RENAL CARE GROUP, INC.
Date: May 5, 1997 By: /s/ Sam A. Brooks, Jr.
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Sam A. Brooks, Jr.
President and Chief Executive Officer
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