SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): February 15, 1998
ATRIA COMMUNITIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-211589 61-1303738
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
501 South 4th Avenue, Suite 140
Louisville, Kentucky 40202
(Address of Principal Executive Offices, including Zip Code)
Registrant's telephone number, including area code: (502) 719-1600
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On February 15, 1998, the Board of Directors of Atria Communities, Inc.
(the "Corporation") declared a dividend of one preferred stock purchase right (a
"Right") for each outstanding share of common stock, par value $0.10 per share
(the "Common Shares"), of the Corporation. The dividend is payable on February
28, 1998 (the "Record Date") to the stockholders of record on that date. Each
Right entitles the registered holder to purchase from the Corporation one one-
hundredth of a share of Series A Junior Participating Preferred Stock, par value
$1.00 per share (the "Preferred Shares"), of the Corporation, at a price of $100
per one one-hundredth of a Preferred Share (the "Exercise Price"), subject to
adjustment. The description and terms of the Rights are set forth in the
Shareholder Protection Rights Agreement, as the same may be amended from time to
time (the "Rights Agreement"), dated as of February 15, 1998 between the
Corporation and National City Bank, as Rights Agent (the "Rights Agent").
Separation Time
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Until the date on which certain events take place (the "Separation Time"),
the Rights will be evidenced by, with respect to any Common Share certificate
outstanding on the Record Date, such Common Share certificate and a Summary of
Rights mailed to each holder of record on the Record Date. The term "Separation
Time" means the close of business on the earlier of (a) the tenth business day
(or such earlier or later date as may be determined by the Board of Directors of
the Corporation) following a public announcement by the Corporation that a
person or group of affiliated or associated persons has acquired beneficial
ownership of 15% or more of the outstanding Common Shares (collectively, an
"Acquiring Person") (the "Flip-in Date") or (b) the tenth business day (or the
later date as may be determined by the Board of Directors of the Corporation)
after the date on which any person or group of affiliated or associated persons
commences a tender or exchange offer the consummation of which would result in
the beneficial ownership by such person or group of 15% or more of the
outstanding Common Shares. However, an Acquiring Person does not include (a) any
person who is not a beneficial owner of any Common Shares on February 15, 1998
(the date of adoption of the Rights Agreement), but thereafter becomes a
beneficial owner of Common Shares solely as a result of acquiring or agreeing to
acquire not more than 10,000,000 Common Shares from Vencor, Inc. or any
transferee of Vencor, Inc., unless such person shall thereafter acquire
beneficial ownership of additional Common Shares, (b) any person who is a
beneficial owner of 15% or more of the outstanding Common Shares on February 15,
1998 (the date of adoption of the Rights Agreement), unless such person shall
thereafter acquire beneficial ownership of additional Common Shares, (c) a
person who acquires beneficial ownership of 15% or more of the outstanding
Common Shares 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 outstanding Common Shares, or (d) a
person who is or becomes a beneficial owner of 15% or more of the outstanding
Common Shares as a result of an option granted by the
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Company in connection with an agreement to acquire or merge with the Company
prior to a Flip-In Date.
Transfer of Rights and Certificates
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The Rights Agreement provides that, until the Separation Time, the Rights
will be transferred with and only with the Common Shares. Until the Separation
Time (or the earlier termination or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Separation Time (or the earlier termination or expiration
of the Rights), the surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation, will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the Separation
Time, separate certificates evidencing the Rights (the "Right Certificates")
will be mailed to holders of record of the Common Shares as of the close of
business on the Separation Time, and such separate Right Certificates alone will
evidence the Rights.
Exercise Period
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The Rights are not exercisable until the Separation Time. After the
Separation Time and prior to the Expiration Time, each Right (unless previously
terminated) will entitle the holder to purchase, for the Exercise Price, one
one-hundredth of a share of the Preferred Shares having the rights described
below. The Rights will expire at the Expiration Time, unless the Expiration Time
is extended or the Rights are earlier terminated by the Corporation. The term
"Expiration Time" is defined in the Rights Agreement and generally means
February 15, 2008, unless the Rights are sooner exchanged or terminated.
Adjustments
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The Exercise Price payable, and the number of outstanding Rights and the
number of one one-hundredth interests in Preferred Shares issuable upon exercise
of each Right, are subject to adjustment in the event of a stock split of the
Common Shares or a stock dividend on the Common Shares payable in Common Shares
or subdivisions, consolidations or combinations of the Common Shares occurring,
in any such case, prior to the Separation Time.
If, prior to the Separation Time, the Corporation distributes securities or
assets in exchange for Common Shares (other than regular cash dividends or a
dividend paid solely in Common Shares) whether by dividend, reclassification or
otherwise, the Corporation shall make such adjustments, if any, in the Exercise
Price, number of Rights and otherwise as the Board of Directors deems
appropriate.
Exercise of Rights for Common Stock
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At a Flip-in Date, Rights owned by the Acquiring Person or any affiliate or
associate thereof or any transferee thereof will automatically become void and,
subject to the Exchange Option summarized below, each other Right will
automatically become a right to buy, for the Exercise Price, that number of
Common Shares having a market value of twice the Exercise Price. Instead of
issuing Common Shares upon exercise of a Right following a Flip-in Date, the
Corporation may substitute cash, property, a reduction in the Exercise Price,
Preferred Shares or other securities (or any combination of the above) having a
value equal to the Common Shares which would otherwise be issuable. After a
Flip-in Date occurs, the Corporation may not consolidate or merge with, or sell
50% or more of its assets or earning power to, any person, if the Corporation's
Board of Directors is controlled by the Acquiring Person, unless proper
provision is made so that each Right would thereafter become a right to buy, for
the Exercise Price, that number of shares of common stock of such other person
having a market value of twice the Exercise Price.
Optional Exchange of Rights
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At any time after a Flip-in Date occurs and prior to the time a person or
group of persons become the beneficial owner of more than 50% of the outstanding
Common Shares, the Board of Directors of the Corporation may elect to exchange
all of the outstanding Rights (other than Rights owned by such person or group
which have become void), for Common Shares at an exchange ratio (subject to
adjustment) of one Common Share per Right (the "Exchange Option").
Termination of Rights
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At any time prior to a Flip-in Date, the Board of Directors of the
Corporation may terminate the Rights. Immediately upon any termination of the
Rights, the right to exercise the Rights will terminate.
Amendments
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The Corporation and the Rights Agent may amend the Rights Agreement in any
respect prior to the occurrence of a Flip-in Date. Thereafter, the Corporation
and the Rights Agent may amend the Rights Agreement (i) in any respect which
shall not materially adversely affect the interests of holders of Rights
generally, (ii) to cure an ambiguity or (iii) to correct or supplement any
provision which may be inconsistent with any other provision or otherwise
defective.
Rights Prior to Exercise
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Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Corporation, including, without limitation, the
right to vote or to receive dividends.
Documents and Effect of This Summary
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A copy of the Rights Agreement is included as an Exhibit to this Report.
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is hereby
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
No financial statements are required to be filed as part of this Report.
The following exhibits are filed as part of this Report:
EXHIBIT NO. DESCRIPTION
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99.1 Shareholder Protection Rights Agreement, dated as of
February 15, 1998, between Atria Communities, Inc.
and National City Bank, as Rights Agent
99.2 Press Release, dated February 16, 1998
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ATRIA COMMUNITIES, INC.
By: /s/ W. Patrick Mulloy, II
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W. Patrick Mulloy, II
President and Chief Executive Officer
Dated: February 17, 1998
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