UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 16, 1997
Atria Communities, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-211589 61-1303738
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
515 West Market Street
Louisville, Kentucky 40202
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (502) 596-7540
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 1-4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
On October 16, 1997, Atria Communities, Inc. (the "Company") completed the
private placement (the "Notes Offering") of $125.0 million aggregate principal
amount of 5.0% Convertible Subordinated Notes due 2002 (the "Notes") in a Rule
144A offering under the Securities Act of 1933, as amended (the "Securities
Act"). The Notes, which are not redeemable until October 15, 2000, are
convertible on or after the 90th day following the latest date of initial
issuance of the Notes into shares of common stock, par value $0.10 per share, of
the Company (the "Common Stock") at a conversion price of $20.864 per share. The
Company also granted BT Alex. Brown Incorporated, Donaldson, Lufkin & Jenrette
Securities Corporation, Morgan Stanley & Co. Incorporated, Smith Barney Inc. and
J.C. Bradford & Co. (collectively, the "Initial Purchasers") a 30-day option to
purchase up to $18,750,000 additional principal amount of the Notes solely to
cover over-allotments, if any.
After deducting discounts and expenses of the Notes Offering, the net
proceeds to the Company approximated $121.1 million. The Company intends to use
the net proceeds from the Notes Offering to finance the development and
acquisition of additional assisted living communities and for working capital
and general corporate purposes.
The Notes and the Common Stock issuable upon their conversion have not been
registered under the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements. Accordingly, the Notes were issued only (i) to "Qualified
Institutional Buyers" (as defined in Rule 144A under the Securities Act) in
compliance with Rule 144A, (ii) to a limited number of institutional "Accredited
Investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act) and (iii) pursuant to offers and sales that occurred outside the United
States within the meaning of Regulation S under the Securities Act.
Pursuant to a Registration Rights Agreement between the Company and the
Initial Purchasers, the Company has agreed to file with the Securities and
Exchange Commission within 90 days of the latest date of original issuance of
the Notes, to use its best efforts to cause to be declared effective within 120
days following such filing and to use all reasonable efforts to keep effective
for two years, a registration statement with respect to the resale of the Notes
and the underlying Common Stock. The Company will be required to pay liquidated
damages to the holders of the Notes or the underlying Common Stock under certain
circumstances if the Company is not in compliance with its registration
obligations.
ITEM 6. NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
4.1 Form of 5.0% Convertible Subordinated Notes Due 2002 (included in Exhibit
4.2).
4.2 Indenture dated as of October 16, 1997, between Atria Communities, Inc. and
PNC Bank, Kentucky, Inc., as Trustee.
99.1 Registration Rights Agreement dated as of October 16, 1997, by and among
Atria Communities, Inc., BT Alex. Brown Incorporated, Donaldson, Lufkin &
Jenrette Securities Corporation, Morgan Stanley & Co. Incorporated, Smith
Barney Inc. and J.C. Bradford & Co.
ITEM 8. NOT APPLICABLE.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Pursuant to the Notes Offering, the Company sold $1,500,000 in principal
amount of the Notes without registration in reliance upon the exemption afforded
by Regulation S under the Securities Act. See Item 5 for additional information
with respect to the Notes Offering.
SIGNATURES
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.
Dated: October 27, 1997 By: /s/ Audra J. Eckerle
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Audra J. Eckerle
General Counsel and
Assistant Secretary