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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
QUORUM HEALTH GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 62-1406040
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(State of incorporation or organization) I.R.S. employer
identification
no.)
103 Continental Place 37027
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(Address of principal executive offices) (zip code)
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:
RIGHTS TO PURCHASE
SHARES OF COMMON STOCK,
$.01 PAR VALUE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On April 16, 1997, the Board of Directors of Quorum Health Group, Inc.
(the "Company") declared a distribution of one common share purchase right (a
"Right") for each outstanding share of common stock, $.01 par value (the
"Common Shares"), of the Company. The distribution is payable on April 28,
1997 to the stockholders of record on that date. As of February 6, 1997,
48,966,421 Common Shares were issued and outstanding. Each Right entitles the
registered holder, subject to the terms of the Rights Agreement, to purchase
from the Company one-third (1/3) of a Common Share of the Company at a price of
$150 per one-third of a Common Share (the "Purchase Price") under certain
circumstances and subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agree- ment") dated
April 16, 1997 between the Company and First Union National Bank of North
Carolina, as Rights Agent (the "Rights Agent").
Initially, the Rights will attach to all Common Share certificates
representing outstanding shares and no separate Right Certificate (defined
below) will be distributed. The Rights will separate from the Common Shares
and a Distribution Date will occur upon the earlier of (i) ten days following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired beneficial ownership of 15% or more of the
outstanding Voting Shares (as defined in the Rights Agreement) of the Company,
and (ii) ten business days following the commencement or announcement of an
intention to commence a tender offer or exchange offer (other than the Company,
any subsidiary of the Company, any employee benefit plan of the Company or of
any subsidiary of the Company, or any Trustee of or fiduciary with respect to
any such plan when acting in such capacity) the consummation of which would
result in the beneficial ownership by a person or group of 15% or more of such
outstanding Voting Shares.
Until the Distribution Date (or earlier redemption or expiration of
the Rights) (i) the Rights will be evidenced, with respect to any of the Common
Shares outstanding on April 28, 1997, by certificates for outstanding Common
Shares and not by separate certificates evidencing the Rights, (ii) the Rights
will be transferred with and only with the Common Shares, (iii) new Common
Share certificates issued after April 28, 1997, upon transfer or new issuance
of the Common Shares, will contain a notation incorporating the Rights
Agreement by reference, and (iv) the surrender for transfer of any certificates
for Common Shares outstanding as of April 28, 1997 will also constitute the
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transfer of the Rights associated with the Common Shares represented by such
certificates.
As soon as practicable following the Distribution Date, 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
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on the close of business on the tenth anniversary of the
Rights Agreement (the "Final Expiration Date"), unless the Final Expiration
Date is changed or the Rights are earlier redeemed or exchanged by the Company
as described below.
Subject to action of the Board of Directors of the Company pursuant to
Section 25 of the Rights Agreement, if a person or group were to acquire 15% or
more of the Voting Shares of the Company, each holder of a Right then
outstanding (other than Rights beneficially owned by the Acquiring Person which
would become null and void) shall thereafter have a right to receive, upon
exercise thereof at a price equal to the then current Purchase Price multiplied
by the number of one-thirds of a Common Share for which a Right is then
exercisable, such number of Common Shares of the Company as shall equal the
result obtained by (x) multiplying the then current Purchase Price by the
number of one-thirds of a Common Share for which a Right is then exercisable
and dividing that by (y) 50% of the then current per share market price of the
Company's Common Shares on the date such person became an Acquiring Person.
If the Company were acquired in a merger or other business combination
transaction or more than 50% of its consolidated assets or earning power were
sold, proper provision will be made so that 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 Purchase Price of the Right.
The number of Common Shares or other securities or property issuable
upon exercise of the Rights, and the Purchase Price payable, are subject to
customary adjustments from time to time to prevent dilution.
The number of outstanding Rights and the number of Common Shares
issuable upon exercise of each Right are also 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
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Shares or subdivisions, consolidations or combinations of the Common Shares
occurring, in any such case, prior to the Distribution Date.
At any time after the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 15% or more of the outstanding
Voting Shares of the Company and before the acquisition by a person or group of
50% or more of the outstanding Voting Shares of the Company, the Board of
Directors may, at its option, issue Common Shares in mandatory redemption of,
or in exchange for, all or part of the then outstanding and exercisable Rights
(other than Rights owned by such Acquiring Person or group which would become
null and void) at an exchange ratio of one Common Share for each two Common
Shares for which each Right is then exercisable, subject to adjustment.
At any time prior to the tenth business day after the first public
announcement that a person or group has become the beneficial owner of 15% or
more of the outstanding Voting Shares, the Board of Directors of the Company
may redeem all, but not less than all, of the then outstanding Rights at a
price of $.01 per Right (the "Redemption Price"). The redemption of the Rights
may be made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish. Immediately upon
the action of the Board of Directors ordering redemption of the Rights, 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, including, without limitation, the
right to vote or to receive dividends.
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, including an
amendment to change the Final Expiration Date, and, provided a Distribution
Date has not occurred, to extend the period during which the Rights may be
redeemed, except that after the Distribution Date no such amendment may
materially and adversely affect the interests of the holders of the Rights.
The Rights Agreement between the Company and the Rights Agent,
specifying the terms of the Rights, including the form of Right Certificate,
the form of the Summary of Rights to Purchase Common Shares and the specimen of
the legend to be placed on new Common Share certificates, is attached hereto as
Exhibit 4 and is incorporated herein by reference. The foregoing description
of the Rights does not purport to be complete and is qualified in its entirety
by reference to such Exhibit 4.
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ITEM 2. EXHIBITS.
1. Form of Rights Agreement dated as of April 16, 1997, between
Quorum Health Group, Inc. and First Union National Bank of North Carolina,
including the form of Rights Certificate as Exhibit A and the form of Summary
of Rights to Purchase Common Shares as Exhibit B. Pursuant to the Rights
Agreement, printed Right Certificates will not be delivered until as soon as
practicable after the Distribution Date.
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SIGNATURE
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.
QUORUM HEALTH GROUP, INC.
By: /s/ James E. Dalton, Jr.
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James E. Dalton, Jr.
President
Date: April 17, 1997
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EXHIBIT INDEX
Exhibit Page
No. Description No.
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4 Form of Rights Agreement
dated as of April 16, 1997,
between Quorum Health Group,
Inc. and First Union Nation-
al Bank of North Carolina,
including the form of Right
Certificate as Exhibit A and
Summary of Rights to Purchase
Common Shares as Exhibit B.
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