Quorum Health Group Inc – ‘8-K’ for 4/16/97

As of:  Thursday, 4/17/97   ·   For:  4/16/97   ·   Accession #:  950144-97-4389   ·   File #:  0-22766

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Quorum Health Group Form 8-K                           9     32K 
 2: EX-3.(II)   Amendments to By-Laws                                  3     13K 
 3: EX-4        Form of Rights Agreement                              56    206K 
 4: EX-21.(A)   Press Release                                          2      9K 
 5: EX-21.(B)   Form of Letter to Stockholder                          2      9K 

8-K   —   Quorum Health Group Form 8-K
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549 

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)
April 16, 1997

QUORUM HEALTH GROUP, INC. 
(Exact name of registrant as specified in its charter)

Delaware                                             62-1406040                 
---------------                 ------------       ----------------             
(State or other                 (Commission          (IRS Employer              
jurisdiction of                  File Number)        Identification             
incorporation)                                         Number)                  

103 Continental Place, Brentwood, Tennessee 37027 
------------------------------------------------- 
(Address of principal executive offices)

(615) 371-7979
----------------------------------------------------- 
(Registrant's telephone number, including area code)

Not Applicable
----------------------------------------------------- 
(Former name, former address and former fiscal year,
if changed since last report) 

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ITEM 5.  OTHER EVENTS.                                                          

            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 $150.00 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            
Agreement") 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 transfer of the Rights associated with the Common      
Shares represented by such certificates.                                        

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         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 Shares or subdivisions, consolidations or       
combinations of the Common Shares occurring, in any such case, prior to the     
Distribution Date.                                                              

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           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.                                                 

               On April 16, 1997, the Board of Directors of the Company also
adopted the following amendments to the Company's By-laws:                      

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              (A)      Article II, Section 2 of the Company's By-laws were
       amended by replacing said Section 2 of the By-laws with the following
provision:                                                    

            "SECTION 2.  Annual Meetings.  (a)  The annual meetings of
       stockholders shall be held on such dates and at such time as shall be
      designated from time to time by the Board of Directors and stated in
     the notice of the meeting, at which meetings the stockholders shall
   elect by a plurality vote a Board of Directors, and transact such
        other business as may properly be brought before the meeting.  Written
      notice of the annual meeting stating the place, date and hour of the
     meeting shall be given to each stockholder entitled to vote at such
       meeting not less than ten nor more than sixty days before the date of
the meeting.                                                  

          (b)      At an annual meeting of stockholders, only such
     business shall be conducted, and only such proposals shall be acted
        upon, as shall have been properly brought before the annual meeting of
        stockholders (a) by, or at the direction of, the Board of Directors or
(b) by a stockholder of the Corporation who complies with the 
        procedures set forth in this Section 2(b).  For business or a proposal
      to be properly brought before an annual meeting of stockholders by a
       stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation.  To be timely, a 
     stockholder's notice must be delivered to or mailed and received at
     the principal executive offices of the Corporation not less than 60
      days nor more than 90 days prior to the scheduled date of the annual
     meeting, regardless of any postponement, deferral or adjournment of
       that meeting to a later date; provided, however, that if less than 70
   days' notice or prior public disclosure of the date of the annual
        meeting is given or made to stockholders, notice by the stockholder to
        be timely must be so delivered or received not later than the close of
        business on the 10th day following the earlier of (i) the day on which
      such notice of the date of the meeting was mailed or (ii) the day on
which such public disclosure was made.                        

               A stockholder's notice to the Secretary shall set forth as to
        each matter the stockholder proposes to bring before an annual meeting
 of stockholders (i) a description of the business desired to be
       brought before the annual meeting and the reasons for conducting such
    business at the annual meeting, (ii) the name and address, as they
      appear on the Corporation's books, of the stockholder proposing such
     business and any other stockholders known by such stockholder to be
       supporting such proposal, (iii) the class and number of shares of the
     Corporation which are beneficially owned by such stockholder on the
       date of such stockholder's notice and by any other stockholders known
by such stock-                                                

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holder to be supporting such proposal on the date of such     
        stockholder's notice, (iv) a description, in 500 words or less, of any
       interest of the stockholder in such proposal and (v) a representation
        that the stockholder is a holder of record of stock of the Corporation
       and intends to appear in person or by proxy at the meeting to present
    the proposal specified in the notice.  Notwithstanding anything in
    these By-Laws to the contrary, no business shall be conducted at a
      meeting of stockholders except in accordance with the procedures set
forth in this Section 2(b).                                   

        (c)      Only persons nominated in accordance with the
 procedures set forth in this Section 2(c) shall be eligible for
    election as directors.  Nominations of persons for election to the
   Board may be made at an annual meeting of stockholders or special
  meeting of stockholders called by the Board of Directors for the
       purpose of electing directors (i) by or at the direction of the Board
        or (ii) by any stockholder of the Corporation entitled to vote for the
    election of directors at such meeting who complies with the notice
     procedures set forth in this Section 2(c).  Such nominations, other
    than those made by or at the direction of the Board, shall be made
pursuant to timely notice in writing to the Secretary of the  
      Corporation.  To be timely, a stockholder's notice must be delivered
     to or mailed and received at the principal executive offices of the
      Corporation not less than 60 days nor more than 90 days prior to the
scheduled date of the meeting, regardless of any postponement,
    deferral or adjournment of that meeting to a later date; provided,
       however, that if less than 70 days' notice or prior public disclosure
        of the date of the meeting is given or made to stockholders, notice by
   the stockholder to be timely must be so delivered or received not
        later than the close of business on the 10th day following the earlier
    of (i) the day on which such notice of the date of the meeting was
  mailed or (ii) the day on which such public disclosure was made.

                A stockholder's notice to the Secretary shall set forth (i) as
       to each person whom the stockholder proposes to nominate for election
     or reelection as a director (a) the name, age, business address and
   residence address of such person, (b) the principal occupation or
      employment of such person, (c) the class and number of shares of the
        Corporation which are beneficially owned by such person on the date of
     such stockholder's notice and (d) any other information relating to
  such person that is required to be disclosed in solicitations of
      proxies for election of directors, or is otherwise required, in each
      case pursuant to Regulation 14A under the Securities Exchange Act of
       1934, as amended, or any successor statute thereto (including without
      limitation such person's written consent to being named in the proxy

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       statement as a nominee and to serving as a director if elected); (ii)
      as to the stockholder giving the notice (a) the name and address, as
     they appear on the Corporation's books, of such stockholder and any
    other stockholders known by such stockholder to be supporting such
   nominee(s), (b) the class and number of shares of the Corporation
      which are beneficially owned by such stockholder on the date of such
  stockholder's notice and by any other stockholders known by such
  stockholder to be supporting such nominee(s) on the date of such
      stockholder's notice, (c) a representation that the stockholder is a
  holder of record of stock of the Corporation entitled to vote at
 such meeting and intends to appear in person or by proxy at the
        meeting to nominate the person or persons specified in the notice; and
       (iii) a description of all arrangements or understandings between the
       stockholder and each nominee and other person or persons (naming such
        person or persons) pursuant to which the nomination or nominations are
 to be made by the stockholder.  No person shall be eligible for
election as a director of the Corporation unless nominated in 
 accordance with the procedures set forth in this Section 2(c)."

              (B)      Article II, Section 3 of the Company's By-laws were
       amended by replacing said Section 3 of the By-laws with the following
provision:                                                    

        "SECTION 3.      Special Meeting.  Special meetings of
        stockholders, unless otherwise prescribed by statute, may be called at
       any time only by the Board of Directors, the Chairman of the Board or
      the Chief Executive Officer.  Except as otherwise expressly required
    by statute, written notice of each special meeting of stockholders
     stating the date, place and hour of the meeting, and the purpose or
  purposes for which the meeting is called, shall be given to each
      stockholder of record entitled to vote thereat not less than ten nor
more than sixty days before the date of the meeting.  Business
       transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice."                           

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS                                      

     Exhibit 3(ii)    Amendments to By-Laws of Quorum Health Group, Inc.

Exhibit 4        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          

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                     Right Certificates will not be delivered until as
                    soon as practicable after the Distribution Date.

Exhibit 21(a)    Press Release dated April 17, 1997.          

  Exhibit 21(b)    Form of Letter to Stockholders of Quorum Health
                         Group, Inc. regarding the adoption of the Rights Plan
     pursuant to the Rights Agreement.

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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 thereunto duly authorized.                                      

               QUORUM HEALTH GROUP, INC.

                   By:  /s/ James E. Dalton, Jr.
                               -------------------------------
                    James E. Dalton, Jr.
         President

Date: April 17, 1997                                                            

9   

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘8-K’ Filing		Date		First		Last			Other Filings
		4/28/97		2
Filed on:		4/17/97		8		9			8-A12B
For Period End:		4/16/97		1		7
		2/6/97		2
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