0001104659-06-065597.txt : 20061010 0001104659-06-065597.hdr.sgml : 20061009 20061010060538 ACCESSION NUMBER: 0001104659-06-065597 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20061010 DATE AS OF CHANGE: 20061010 GROUP MEMBERS: ADAMS FAMILY FOUNDATION II GROUP MEMBERS: ADAMSMARK, L.P. GROUP MEMBERS: DOROTHY B. ADAMS GROUP MEMBERS: SPRINGLAND VENTURES, L.P. GROUP MEMBERS: THE ADAMS CHILDREN'S TRUST GROUP MEMBERS: THE ADAMS GROUP, L.P. GROUP MEMBERS: THE W. ANDREW AND DOROTHY B. ADAMS GRANDCHILDREN'S TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADAMS W ANDREW CENTRAL INDEX KEY: 0001012853 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 6158902020 MAIL ADDRESS: STREET 1: P.O. BOX 1398 CITY: MURFREESBORO STATE: TN ZIP: 37133-1398 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL HEALTH INVESTORS INC CENTRAL INDEX KEY: 0000877860 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 621470956 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42457 FILM NUMBER: 061135327 BUSINESS ADDRESS: STREET 1: 100 VINE ST STE 1400 STREET 2: CITY CENTER CITY: MURFREESBORO STATE: TN ZIP: 37130 BUSINESS PHONE: 6158909100 MAIL ADDRESS: STREET 1: P.O. BOX 1102 CITY: MURFREESBORO STATE: TN ZIP: 37133-1102 SC 13D 1 a06-20976_1sc13d.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

National Health Investors, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

63633D104

(CUSIP Number)

Alan J. Perkins, Gardere Wynne Sewell LLP,

1601 Elm Street, Suite 3000, Dallas, Texas 75201, (214) 999-4683

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 5, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 63633D104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) W. Andrew Adams

	2.	Check the Appropriate Box if a Member of a Group* (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds* (See Instructions) SC, BK, OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States


Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 2,758,121

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 2,758,121

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,758,121


	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares* (See Instructions) o


	13.	Percent of Class Represented by Amount in Row (11) 9.9%

	14.	Type of Reporting Person* (See Instructions) IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1 7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

CUSIP No. 63633D104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) AdamsMark, L.P.

	2.	Check the Appropriate Box if a Member of a Group* (See Instructions)*
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds* (See Instructions) SC, BK, OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o


	6.	Citizenship or Place of Organization Washington

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 2,758,121

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 2,758,121


	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,758,121


	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares* (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.9%


	14.	Type of Reporting Person* (See Instructions) PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1 7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

CUSIP No. 63633D104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Springland Ventures, L.P.

	2.	Check the Appropriate Box if a Member of a Group* (See Instructions)
		(a)			x

		(b)			o

	3.	SEC Use Only


	4.	Source of Funds* (See Instructions) N/A


	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Washington

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 2,758,121

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 2,758,121

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,758,121

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares* (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.9%

	14.	Type of Reporting Person* (See Instructions) PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1 7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

CUSIP No. 63633D104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Dorothy B. Adams

	2.	Check the Appropriate Box if a Member of a Group* (See Instructions)

		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds* (See Instructions) N/A


	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 2,758,121

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 2,758,121


	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,758,121

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares* (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.9%

	14.	Type of Reporting Person* (See Instructions) IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1 7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

CUSIP No. 63633D104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) The Adams Group, L.P.


	2.	Check the Appropriate Box if a Member of a Group* (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds* (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o


	6.	Citizenship or Place of Organization Washington

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 2,758,121

			9.	Sole Dispositive Power -0-


			10.	Shared Dispositive Power 2,758,121

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,758,121

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares* (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.9%

	14.	Type of Reporting Person* (See Instructions) PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1 7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

CUSIP No. 63633D104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) The Adams Children’s Trust


	2.	Check the Appropriate Box if a Member of a Group* (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds* (See Instructions) N/A


	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Tennessee

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 2,758,121

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 2,758,121

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,758,121

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares* (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.9%

	14.	Type of Reporting Person* (See Instructions) OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1 7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

CUSIP No. 63633D104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Adams Family Foundation II

	2.	Check the Appropriate Box if a Member of a Group* (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds* (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Tennessee

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 2,758,121

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 2,758,121

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,758,121

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares* (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.9%

	14.	Type of Reporting Person* (See Instructions) OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1 7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

CUSIP No. 63633D104

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) The W. Andrew and Dorothy B. Adams Grandchildren’s Trust

	2.	Check the Appropriate Box if a Member of a Group* (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds* (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Tennessee

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 2,758,121

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 2,758,121

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,758,121

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares* (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.9%

	14.	Type of Reporting Person* (See Instructions) OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1 7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

Item 1. Security and Issuer

This Statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.01 per share (the “Common Stock”), and voting and other contractual rights relating thereto, of National Health Investors, Inc., a Maryland corporation (the “Company”), which has its principal executive offices located at 100 Vine Street, Murfreesboro, Tennessee 37130.

The purpose of this Statement is to reflect the beneficial ownership of the Company’s Common Stock by W. Andrew Adams (“Andy”), AdamsMark, L.P., a Washington limited partnership (“AdamsMark”), Springland Ventures, L.P., a Washington limited partnership (“Springland”), Dorothy B. Adams, who is the wife of Andy (“Dorothy”), The Adams Group, L.P., a Washington limited partnership (“Adams Group”), The Adams Children’s Trust, a Tennessee trust (the “Children’s Trust”), Adams Family Foundation II, a Tennessee private foundation (the “Foundation”), and The W. Andrew and Dorothy B. Adams Grandchildren’s Trust, a Tennessee trust (the “Grandchildren’s Trust” and collectively with Andy, AdamsMark, Springland, Dorothy, the Children’s Trust, and the Foundation, the “Reporting Persons”), and the proposal by Andy and AdamsMark on October 5, 2006 of a transaction that, if approved and adopted by the Board of Directors of the Company (the “Board”) and the stockholders of the Company, would result in the Company’s shares no longer being publicly traded, as more fully described in Item 4 (the “Proposal”).

Item 2. Identity and Background

1. (a) W. Andrew Adams.

(b) 801 Mooreland Lane, Murfreesboro, Tennessee 37128.

(c) Andy is the President and a director of the Company and is the sole member of Management Advisory Source, LLC, which provides various management services to the Company. Andy also is the Chairman of Board of each of National HealthCare Corporation and National Health Realty, Inc.

(d) Andy has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Andy has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in or subjecting him to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Andy is a citizen of the United States.

2. (a) AdamsMark, L.P.

(b) Limited partnership organized under the laws of Washington.

(d) 801 Mooreland Lane, Murfreesboro, Tennessee 37128.

(e) AdamsMark has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(f) AdamsMark has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in or subjecting it to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

3. (a) Springland Ventures, L.P.

(b) Limited partnership organized under the laws of Washington.

(d) 801 Mooreland Lane, Murfreesboro, Tennessee 37128.

(e) Springland has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(f) The Foundation has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in or subjecting it to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

4. (a) Dorothy B. Adams

(b) 801 Mooreland Lane, Murfreesboro, Tennessee 37128.

(d) Dorothy has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Dorothy has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in or subjecting her to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Dorothy is a citizen of the United States.

5. (a) The Adams Group, L.P.

(b) Limited partnership organized under the laws of Washington.

(d) 801 Mooreland Lane, Murfreesboro, Tennessee 37128.

(e) Adams Group has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(f) Adams Group has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in or subjecting it to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

6. (a) The Adams Children’s Trust

(b) Trust formed under the laws of Tennessee.

(d) 801 Mooreland Lane, Murfreesboro, Tennessee 37128.

(e) The Children’s Trust has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(f) The Children’s Trust has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in or subjecting it to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

7. (a) The Adams Family Foundation II

(b) Private foundation formed under the laws of Tennessee.

(d) 801 Mooreland Lane, Murfreesboro, Tennessee 37128.

(e) The Foundation has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

8. (a) The W. Andrew and Dorothy B. Adams Grandchildren’s Trust

(b) Trust formed under the laws of Tennessee.

(d) 801 Mooreland Lane, Murfreesboro, Tennessee 37128.

(e) The Grandchildren’s Trust has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(f) The Grandchildren’s Trust has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in or subjecting it to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

As more fully described in Item 4, the Proposal that has been submitted by or on behalf of Andy and AdamsMark, and that is supported (but not made) by the other Reporting Persons, contemplates the merger (the “Merger”) of the Company with an entity to be formed by AdamsMark (the “Acquisition Entity”). As a result of the Merger, all of the outstanding shares of Common Stock of the Company would be converted into cash or, at the election of the Company’s stockholders (subject to certain limits), equity interests in either the Company or the Acquisition Entity, whichever is the survivor in the Merger (the “Surviving Entity”). It is anticipated that such cash will be obtained through use of available funds and other liquid assets of the Company that will be the Surviving Entity’s upon and after the Merger, through borrowings from one or more banks (in the ordinary course of business), and through third-party financing received from securitization of assets of the Company that will be the Surviving Entity’s upon and after the Merger. Any of such equity interests in the Surviving Entity will be issued by the Surviving Entity.

Item 4. Purpose of Transaction

At a regular Board meeting on August 2, 2006, Andy requested the Board to authorize the release of confidential information of the Company to certain possible financing sources for the purpose of evaluating whether it would be feasible for him or AdamsMark to make a proposal to acquire the Company. The Board authorized the release of information, subject to a confidentiality agreement or obligation of the recipients, and appointed a special committee of independent members of the Board (the “Committee”) to receive and consider any such proposal that Andy or AdamsMark might make.

On October 5, 2006, Andy and AdamsMark orally submitted the Proposal, to acquire the Company through the Merger, for consideration by the Committee. Under the Proposal, each outstanding share of Common Stock would be converted in the Merger into $30.00 in cash, a preferred equity interest in the Surviving Entity having a value of $30.00, or a common equity interests in the Surviving Entity having a value of $30.00, or any combination of cash or such equity interests (collectively, the “Merger Consideration”), at the election of each stockholder of the Company. The number of stockholders that could elect to receive each class of equity interests in the Surviving Entity would be limited, however, so that the Surviving Entity would not be required to register a class of equity securities under the Securities Exchange Act of 1934, as amended (the “Act”). The right of any holder to transfer any such equity

interest after the Merger would also be restricted for the same reason. All of the shares of Common Stock owned of record by AdamsMark would be converted into common equity interests in the Surviving Entity. The Merger would be subject to third-party financing arranged by AdamsMark and to stockholders of the Company holding approximately $100 million of Common Stock (valued at the price per share in the Proposal) electing to receive equity interests in the Surviving Entity. The Merger would result in the Surviving Entity being a privately held entity and the Company’s stockholders receiving the Merger Consideration in exchange for all of the outstanding shares of Common Stock.

On October 6, 2006, Andy and AdamsMark were informed that the Committee considers the price per share in the Proposal to be inadequate and that the Committee desires more particular information about other aspects of the Proposal. Andy and AdamsMark anticipate responding to the Committee no later than October 14, 2006.

Springland, Dorothy, Adams Group, the Children’s Trust, the Foundation and the Grandchildren’s Trust have indicated that they support the Proposal.

If the Merger is effected, the Common Stock would no longer be listed on the New York Stock Exchange and would be eligible for termination of registration pursuant to Section 12(g)(4) of the Act. The Board has appointed the Committee to review and consider the Proposal. For the Merger to be effected, it would require authorization of the Board (in light of a recommendation of the Committee), the execution of a definitive merger agreement and the satisfaction of various conditions to be set forth in that merger agreement, including the approval of the stockholders of the Company.

Other than as set forth in the preceding paragraphs, the Reporting Persons do not have any specific plans or proposals which relate to or would result in any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; any change in the present board of directors or management of the Company; any material change in the present capitalization or dividend policy of the Company; any other material change in the Company’s business or corporate structure; changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or any action similar to any of those enumerated above; but such Reporting Persons reserve the right to propose or undertake or participate in any of the foregoing actions in the future.

Item 5. Interest in Securities of the Issuer

(a) The following chart reflects the number of shares of Common Stock beneficially owned by the Reporting Persons and the percentage of the outstanding shares of Common Stock that such shares represent:

Name	Shares Beneficially Owned	Percentage of Outstanding Shares
W. Andrew Adams	2,758,121	9.9	%

AdamsMark, L.P.	2,758,121	9.9	%

Springland Ventures, L.P.	2,758,121	9.9	%

Dorothy B. Adams	2,758,121	9.9	%

The Adams Group, L.P.	2,758,121	9.9	%

The Adams Children’s Trust	2,758,121	9.9	%

Adams Family Foundation II	2,758,121	9.9	%

The W. Andrew and Dorothy B. Adams Grandchildren’s Trust	2,758,121	9.9	%

The percentage calculations are based upon 27,749,239 shares of Common Stock outstanding on August 8, 2006, which is the number of shares of Common Stock reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, and filed with the Securities and Exchange Commission on August 8, 2006.

(b) Andy is the sole general partner of AdamsMark and Springland and one of the trustees of the Children’s Trust, the Foundation and the Grandchildren’s Trust. The Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Act by virtue of their intention to act in concert regarding the Proposal – Andy and AdamsMark in submitting it, and Springland, Dorothy, Adams Group, the Children’s Trust, the Foundation and the Grandchildren’s Trust in supporting it. Accordingly, each of the Reporting Persons may be deemed to beneficially own all of the shares beneficially owned by each other Reporting Person.

Andy shares voting and dispositive power with the other Reporting Persons over 546,621 shares of Common Stock which are owned directly by AdamsMark and over 44,000 shares of Common Stock which are owned directly by Springland. Andy shares voting and dispositive power with the other Reporting Persons over 1,864,043 shares of Common Stock which are owned directly by Adams Group and over 3,250 shares which are owned directly by the Children’s Trust. Dorothy is the sole general partner of Adams Group. Andy may be deemed to be the beneficial owner of the shares owned directly by Adams Group by virtue of influence over Dorothy’s decisions as the general partner of Adams Group with respect to the voting and disposition of those shares. Andy and Dorothy are the sole trustees of the Children’s Trust, and each of them as trustee has the power to act independently on behalf of the Children’s Trust. Andy shares voting and dispositive power with his five adult siblings, Robert G. Adams, Joanne Adams Coggin, Fred M. Adams, Carl E. Adams Jr. and A. B. Adams (collectively, the “Siblings”), and with the other Reporting Persons over 71,600 shares of Common Stock which are owned directly by The Carl E. and Jennie Mae Adams Grandchildren’s Trust (the “Second Grandchildren’s Trust”). Andy and the Siblings are the trustees of the Second

Grandchildren’s Trust. Andy shares voting and dispositive power with Dorothy, their three adult offspring, Andrew Adams, Andrea A. Brown and Anthony Adams (collectively, the “Offspring”), and with the other Reporting Persons over 222,307 shares of Common Stock owned directly by the Foundation and over 6,500 shares of Common Stock owned directly by the Grandchildren’s Trust. Andy, Dorothy and the Offspring are the sole trustees of the Grandchildren’s Trust.

The following is the identity and background of each person other than the Reporting Persons — i.e., the Siblings and the Offspring – with whom some or all of the Reporting Persons share voting or dispositive power over shares of Common Stock:

A. (1) Robert G. Adams

(2) 100 Vine Street, Suite 1400, Murfreesboro, Tennessee 37130.

(3) Robert G. Adams is President, Chief Executive Officer and a director of National Healthcare Corporation, and is President and a director of National Health Realty, Inc.

(4) Robert G. Adams has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(5) Robert G. Adams has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in or subjecting him to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(6) Robert G. Adams is a citizen of the United States.

B. (1) Joanne Adams Coggin

(2) 1942 Dilton Mankin Road., Murfreesboro, Tennessee 37127.

(3) Joanne Adams Coggin is a homemaker.

(4) Joanne Adams Coggin has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(5) Joanne Adams Coggin has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in or subjecting her to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(6) Joanne Adams Coggin is a citizen of the United States.

C. (1) Fred M. Adams

(2) 6720 Hails Hill Pike, Murfreesboro, Tennessee 37130.

(3) Fred M. Adams is engaged in the cattle farming business.

(4) Fred M. Adams has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(5) Fred M. Adams has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in or subjecting him to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(6) Fred M. Adams is a citizen of the United States.

D. (1) Carl E. Adams Jr.

(2) 6136 Hillsboro Pike, Nashville, Tennessee 37215.

(3) Carl E. Adams Jr. is a principal of Advent-Environ, a worldwide industrial-wastewater-management consulting firm with its principal offices at 201 Summit View Drive, Suite 300, Brentwood, Tennessee 37027.

(4) Carl E. Adams Jr. has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(5) Carl E. Adams Jr. has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in or subjecting her to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(6) Carl E. Adams Jr. is a citizen of the United States.

E. (1) A. B. Adams

(2) 5010 N.E. 50th Street, Seattle, Washington 98105.

(3) A. B. Adams is retired.

(4) A. B. Adams has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(5) A. B. Adams has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in or subjecting him to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(6) A. B. Adams is a citizen of the United States.

F. (1) Andrew Adams

(2) 282 Kevin Drive, Murfreesboro, Tennessee 37129.

(3) Andrew Adams is the Administrator of AdamsPlace Retirement Living located at 1925 Memorial Boulevard, Murfreesboro, Tennessee 37129.

(4) Andrew Adams has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(5) Andrew Adams has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in or subjecting him to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(6) Andrew Adams is a citizen of the United States.

G. (1) Andrea A. Brown

(2) 1291 Waterways Drive, Ann Arbor, Michigan 48108.

(3) Andrea A. Brown is a homemaker.

(4) Andrea A. Brown has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(5) Andrea A. Brown has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in or subjecting him to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(6) Andrea A. Brown is a citizen of the United States.

H. (1) Anthony Adams

(2) 801 Mooreland Lane, Murfreesboro, Tennessee 37128.

(3) Anthony Adams is the owner and operator of Adams Excavations, an excavation company located at 801 Mooreland Lane, Murfreesboro, Tennessee 37128.

(4) Anthony Adams has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(5) Anthony Adams has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in or subjecting him to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(6) Anthony Adams is a citizen of the United States.

(d) None.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

See Items 3 and 4 for a description of the Proposal.

The Company is a party to an Advisory, Administrative Services and Facilities Agreement effective November 1, 2004 (the “Advisory Agreement”) with Management Advisory Source, LLC (the “Advisor”), which is wholly owned by Andy. Under the Advisory Agreement, a copy of which is Exhibit D to this Statement and is incorporated by reference herein, the Advisor manages all of the Company’s day-to-day affairs and provides all such management services through its personnel or third-party agreements. The Advisor has agreed to use its best efforts to, among other things, (i) recommend to the Board or obtain accounting and auditing services, (ii) recommend to the Board or obtain custodial, transfer agency, registrar and similar services regarding the Company’s securities, (iii) oversee, handle, prepare and distribute or cause to be distributed all communications with the existing and future holders of the Company’s outstanding securities and (iv) make recommendations to the Board as to appropriate distributions by the Company to its stockholders. In performing its obligations under the Advisory Agreement, the Advisor is subject to the supervision of, and policies established by, the Board. The initial term of the Advisory Agreement expires on December 31, 2010, subject to continuation thereafter from year to year, unless (in any period) terminated earlier by either party on 90 days’ written notice.

Item 7. Material to be Filed as Exhibits

Exhibit A	Joint Filing Agreement, dated as of October 6, 2006, by and among W. Andrew Adams, AdamsMark, L.P., and Springland Ventures, L.P., Dorothy B. Adams and The Adams Group, L.P.
Exhibit B	Limited Power of Attorney, dated as of October 6, 2006, by Dorothy B. Adams.
Exhibit C	Limited Power of Attorney, dated as of October 6, 2006, by The Adams Group, L.P.
Exhibit D	Advisory, Administrative Services and Facilities Agreement, dated November 1, 2004, by and between National Health Investors, Inc. and Management Advisory Source, LLC.

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

October 9, 2006		/s/ W. Andrew Adams
		W. Andrew Adams


The Adams Children’s Trust		AdamsMark, L.P.


By:	/s/ W. Andrew Adams	By:	/s/ W. Andrew Adams
	W. Andrew Adams, Trustee		W. Andrew Adams, General Partner


Adams Family Foundation II		Springland Ventures, L.P.


By:	/s/ W. Andrew Adams	By:	/s/ W. Andrew Adams
	W. Andrew Adams, Trustee		W. Andrew Adams, General Partner


The W. Andrew and Dorothy B. Adams
Grandchildren’s Trust


By:	/s/ W. Andrew Adams	/s/ W. Andrew Adams
	W. Andrew Adams, Trustee	Dorothy B. Adams, by W. Andrew Adams,
		Attorney-in-fact


		The Adams Group, L.P.


		By:	/s/ W. Andrew Adams
			W. Andrew Adams,
			Attorney-in-fact

EX-99.A 2 a06-20976_1ex99da.htm EX-99.A

Exhibit A

AGREEMENT REGARDING FILING SCHEDULE 13D

Each of the undersigned hereby agrees that the Schedule 13D to which this agreement is filed as an exhibit shall be filed with the Securities and Exchange Commission on behalf of the parties hereto, and hereby represents to each of the other parties hereto that he, she or it is eligible to use Schedule 13D. Each of the undersigned agrees that he, she or it is responsible for the timely filing of Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning himself or itself contained therein, and that none of the parties hereto is responsible for the completeness or accuracy of the information concerning the other parties, unless he or she or it knows or has reason to believe that the information concerning the other parties is inaccurate.

October 9, 2006	/s/ W. Andrew Adams
	W. Andrew Adams


October 9, 2006	AdamsMark, L.P.


	By:	/s/ W. Andrew Adams
		W. Andrew Adams, General Partner


October 9, 2006	Springland Ventures, L.P.


	By:	/s/ W. Andrew Adams
		W. Andrew Adams, General Partner


October 9, 2006	/s/ W. Andrew Adams
	Dorothy B. Adams, by W. Andrew Adams, Attorney-in-fact


October 9, 2006	The Adams Group, L.P.


	By:	/s/ W. Andrew Adams
		W. Andrew Adams,
		Attorney-in-fact


October 9, 2006	The Adams Children’s Trust


	By:	/s/ W. Andrew Adams
		W. Andrew Adams, Trustee

October 9, 2006	Adams Family Foundation II


	By:	/s/ W. Andrew Adams
		W. Andrew Adams, Trustee


October 9, 2006	The W. Andrew and Dorothy B. Adams
	Grandchildren’s Trust


	By:	/s/ W. Andrew Adams
		W. Andrew Adams, Trustee

EX-99.B 3 a06-20976_1ex99db.htm EX-99.B

Exhibit B

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned hereby constitutes and appoints W. Andrew Adams the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of shares of National Health Investors, Inc., a Maryland corporation (the “Company”), Schedule 13D in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations under the Exchange Act; Schedule 13G in accordance with Section 13(g) of the Exchange Act and the rules and regulations under the Exchange Act; any amendment to Schedule 13D or Schedule 13G; and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition or disposition of securities of the Company, including (without limitation) a Form ID application for EDGAR filing codes;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G or amendment thereto, or any other form or report, and timely file such schedule, amendment, form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that such attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d) or Section 13(g) of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of October 6, 2006.

	/s/ Dorothy B. Adams
	Dorothy B. Adams

EX-99.C 4 a06-20976_1ex99dc.htm EX-99.C

Exhibit C

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned hereby constitutes and appoints W. Andrew Adams the undersigned’s true and lawful attorney-in-fact to:

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of October 6, 2006.

	THE ADAMS GROUP, L.P.


	By:	/s/ Dorothy B. Adams
		Dorothy B. Adams, General Partner

EX-99.D 5 a06-20976_1ex99dd.htm EX-99.D

Exhibit D

ADVISORY, ADMINISTRATIVE SERVICES
AND FACILITIES AGREEMENT

BETWEEN

NATIONAL HEALTH INVESTORS, INC.

AND

MANAGEMENT ADVISORY SOURCE, LLC

THIS AGREEMENT is dated as of November 1, 2004, between NATIONAL HEALTH INVESTORS, INC., a Maryland corporation (the “Corporation”), and MANAGEMENT ADVISORY SOURCE, LLC, a Tennessee limited liability company (the “Advisor”).

WHEREAS, the Corporation is a real estate investment trust as defined in the Internal Revenue Code of 1986, as amended, as the same may be amended or modified from time to time;

WHEREAS, the Corporation desires to avail itself of the Advisor’s experience, sources of information, advice, and assistance and of certain personnel and facilities available to the Advisor and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of and subject to the supervision of the Board of Directors of the Corporation (the “Directors”) , as provided herein;

WHEREAS, the Advisor is willing to undertake to render such services, subject to the supervision of the Directors, on the terms and conditions hereinafter set forth; and

WHEREAS, the relationship established by the Advisor and the Corporation hereunder is as independent contractor irrespective of the fact that Advisor’s owner is a member of the Corporation’s board.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the Corporation and the Advisor agree as follows,

1. Duties of Advisor. The Corporation hereby engages the Advisor, and the Advisor undertakes to use its best efforts

a. to present to the Corporation a continuing and suitable investment program and opportunities consistent with the investment policies and objectives of the Corporation as the Directors may adopt from time to time,

b. to manage the day-to-day affairs and operations of the Corporation, and

c. to provide such administrative services and facilities as are appropriate for such management. In performance of such undertakings, subject to the supervision and

approval of the Directors and upon their direction, and consistent with the provisions of the Articles of Incorporation and Bylaws of the Corporation and of any policies for the Corporation from time to time established by the Directors after consultation with the Advisor, the Advisor shall:

i. make or have made for the Corporation such research reports, economic and statistical data, evaluations, analyses, opinions and recommendations as it may deem necessary or desirable or as the Directors of the Corporation may request with respect to investment opportunities available to the Corporation;

ii. formulate a program for the investments of the Corporation’s assets;

iii. select and evaluate potential projects and investments for the Corporation;

iv. make recommendations as to the nature, terms and amount of involvement or participation in such project or investments and the timing thereof;

v. evaluate and make recommendations as to the sale or other disposition of assets of the Corporation;

vi. make such further recommendations as to the investments of the Corporation as the Advisor may deem necessary or desirable;

vii. investigate and make recommendations with respect to selection of and relations with consultants, lenders and others (including without limitation, tenants, property managers, accountants, mortgage loan originators, correspondents and services, architects, engineers and other technical advisors, attorneys, real estate and mortgage loan bankers, brokers and dealers, corporate fiduciaries, escrow agents, depositories, custodians, agents for collection, insurers, insurance agents, banks, builders and developers, and persons acting in any other capacity), in connection with the Corporation’s properties and assets;

viii. provide office and clerical facilities adequate for the Corporation’s operations and affairs;

ix. recommend or obtain for the Corporation the services of others to act to provide accounting, auditing, custodial, transfer agent, registrar and other similar services, to disburse and collect the funds of the Corporation, to pay the debts and fulfill the obligations of the Corporation, to handle the prosecution and settlement of any claims of the Corporation, to oversee, handle, prepare and distribute or cause to be distributed all communications with the existing and future holders of the Corporation’s outstanding securities, and, in connection with the foregoing, to investigate, select and conduct relations with custodians, transfer agents, registrars, proxy solicitors, attorneys, accountants, auditors, brokers and

investors, and others as necessary in connection with the Corporation’s operations;

x. advise the Corporation concerning developments in the healthcare and real estate investment trust industries appropriate or useful to the Corporation’s existing and potential future business and investments;

xi. make recommendations to the Directors as to appropriate distributions by the Corporation to its stockholders; and

xii. maintain or cause to be maintained records of activities reasonably requested by the Corporation.

2. Delegation. It is understood by Corporation that Advisor may delegate to or use the services of any third party, including Affiliates of the Advisor, in performing its duties hereunder and generally such third party will be subject to the supervision of the Advisor.

3. No Partnership or Joint Venture. The Corporation and the Advisor are not partners or joint venturers with each other and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on either of them.

4. Records. At all times, the Advisor shall keep proper books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Corporation at any time during ordinary business hours. Annually, and more frequently as reasonably requested by the Directors, the Advisor shall provide the Directors with such information as is reasonably obtainable by the Advisor concerning the cost to other real estate investment trusts specializing in healthcare facility investments of administrative and advisory services comparable to those that are the subject matter of this Agreement in order that the Directors may evaluate the performance of the Advisor and the efficiency of the arrangements provided for in this Agreement.

5. Qualification as a Real Estate Investment Trust. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from any action which, in its sole judgment made in good faith or in the judgment of the Directors of which the Advisor has written notice, would adversely affect the status of the Corporation as a real estate investment trust as defined and limited in sections 856—860 of the Internal Revenue Code of 1986, as amended, or which would violate any law, rule, regulation or statement of policy or any governmental body or agency having jurisdiction over the Corporation or over its securities, or which would otherwise not be permitted by the Corporation’s Articles of Incorporation and Bylaws.

6. Bank Accounts. The Advisor, at the expense of the Corporation, may establish and maintain one or more bank accounts in the Corporation’s (or its subsidiaries collectively hereinafter “Corporation”) name, and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Corporation, under such terms and conditions as the Directors may approve, provided that no funds in any such account shall be commingled with funds of the Advisor; and the

Advisor shall from time to time render appropriate accounting of such collections and payments to the Directors and to the auditors of the Corporation.

7. Bond. The Advisor, if and to the extent that the Directors require, shall maintain a fidelity bond with a responsible surety company in such amount as may be required by the Directors from time to time, covering all directors, officers, employees and agents of the Advisor handling funds of the Corporation and any investment documents or records pertaining to investments of the Corporation. Such bond shall inure to the benefit of the Corporation in respect of losses of any such property from acts of such Directors, officers, employees and agents through theft, embezzlement, fraud, negligence, error or omission or otherwise. The premium for said bond shall be an expense of the Corporation.

8. Information Furnished Advisor. The Directors shall at all times keep the Advisor fully informed with regard to the investment policy of the Corporation, the capitalization policy of the Corporation and generally their then current intentions as to the future of the properties and other investments of the Corporation. In particular, the Directors shall notify the Advisor promptly of their intention to sell or otherwise dispose of any of the Corporation’s investments or to make any new investment. The Corporation shall furnish the Advisor with a certified copy of all financial statements, a signed copy of each report prepared by independent certified public accountants and such other information with regard to the Corporation’s affairs as the Advisor may from time to time reasonably request.

9. Consultation and Advice. In addition to the services described above, the Advisor shall consult with the Directors, and shall, at the request of the Directors or the officers of the Corporation, furnish advice and recommendations with respect to other aspects of the business and affairs of the Corporation. In general, the Advisor shall inform the Directors of any factors which come to its attention which would influence the policies of the Corporation, except to the extent that giving such information would involve a breach of fiduciary duty.

10. Compensation to Advisor.

a. The Corporation shall pay the Advisor for its services hereunder an annual base management fee of $2,000,000 (the “Base Fee”), payable in monthly installments of $166,666.66 on the last day of each month.

b. In addition to the Base Fee, the Advisor will be paid additional performance based compensation (the “Incentive Fee”) . The Incentive Fee will be calculated by increasing the Base Fee by a factor of 1.4 times the percentage increase in fully diluted Funds From Operations Per Share for the then current year over fully diluted Funds From Operations Per Share of $2.00 (the “Adjusted Base Fee”). The Incentive Fee shall be the difference in the Base Fee and the Adjusted Base Fee. Provided further, however, in no event shall the total Advisor’s compensation, as so calculated, cause the percentage of i) total expenses

excluding interest, depreciation, amortization, and loss reserves to ii) net revenues for the current period to exceed 6.0% of NHI’s net revenues.

c. As used in this Section 10, “Funds from Operations” means the consolidated net income of the Corporation computed in accordance with generally accepted accounting principles, plus depreciation and amortization, less the amount of any gains or plus the amount of any losses derived from the sale of previously written—down assets or write—down of existing assets to the extent that either such gains or losses are included in such net income. Funds from operations for calculation in 10 c. shall exclude the amount of Advisor’s compensation.

11. Expenses of the Advisor. Except as provided in Section 12 and without regard to the amount of compensation received hereunder by the Advisor, the Advisor shall pay all expenses in performing its obligations hereunder, including and in addition to the following expenses:

a. the cost of any accounting, statistical or bookkeeping equipment necessary for the maintenance of the books and records of the Corporation;

b. employment expenses of the officers and directors and personnel of the Advisor and all expenses, including travel expenses, of the Advisor, incidental to the investigation and acquisition of properties for the Corporation prior to the time the Directors definitively decide to acquire the property or to have the Advisor continue with the acquisition process, whether the property is acquired or not, and after the Directors definitively decide to dispose of a property;

c. advertising and promotional expenses incurred in seeking and disposing of investments for the Corporation;

d. rent, telephone, utilities, office furniture and furnishings and other office expenses incurred by or allocable to the Advisor for its own benefit and account regardless of whether incurred or used in connection with rendering the services to the Corporation provided for in this Agreement;

e. all costs and expenses which the Advisor is obligated to pay to the Corporation or others under any lease of property by the Advisor from the Corporation; and

f. all miscellaneous administrative and other expenses of the Advisor, whether or not relating to the performance by the Advisor of its functions hereunder.

12. Expenses of the Corporation. The Corporation shall pay the following expenses of the Corporation (except to the extent that the Advisor is responsible for any such expenses as tenant of any property leased from the Corporation)

a. the cost of money borrowed by the Corporation;

b. taxes on income and taxes and assessments on real property and all other taxes applicable to the Corporation, including without limitation, franchise and excise taxes and fees;

c. except as provided in Section 11 hereof, all ordinary and necessary expenses incurred with respect to and allocable to the prudent operation and business of the Corporation, including without limitation, any fees, salaries and other employment costs, taxes and expenses paid to Directors, officers and employees of the Corporation who are not also employees of the Advisor;

d. fees and expenses paid to independent contractors, appraisers, consultants, attorneys, managers and other agents retained by or on behalf of the Corporation and expenses directly connected with the acquisition, financing, refinancing, disposition and ownership of real estate interests or other property (including insurance premiums, legal services, brokerage and sales commissions, maintenance, repair and improvement of property)

e. insurance as required by the Directors (including Directors’ liability insurance)

f. expenses connected with payments of dividends or distributions in cash or any other form made or caused to be made by the Directors to shareholders of the Corporation and expenses connected with payments of interest to holders of the Corporation’s Debentures;

g. all expenses connected with communications to holders of securities of the Corporation and the other bookkeeping and clerical work necessary in maintaining relations with holders of securities, including the cost of printing and mailing certificates for securities and proxy solicitation materials and reports to holders of the Corporation’s securities;

h. transfer agent’s, registrar’s, dividend disbursing agent’s, dividend reinvestment plan agent’s and indenture trustee’s fees and charges;

i. legal, auditing, accounting, underwriting, brokerage, listing, registration and other fees and printing, engraving and other expenses and taxes incurred in connection with the organization of the Corporation and the issuance, distribution, transfer, registration and listing of the Corporation’s securities.

13. Other activities of the Advisor. Nothing herein contained shall prevent the Advisor or any of its officers, directors or employees or any of its affiliates from engaging in other business activities related to real estate investments, from undertaking investments permitted of them by the Corporation’s Bylaws or from acting as advisor to any other person or entity even though having investment policies similar to the Corporation, and the Advisor and its officers, directors or employees and any of its Affiliates shall be free from any obligation to present to the Corporation any particular investment opportunity which comes to the Advisor or such persons, regardless of whether such opportunity is within the Corporation’s investment policies; provided, however, that when the Advisor has the ability to present a particular investment opportunity which is suitable for

purchase by the Corporation and any other entities as to which the Advisor has advisory responsibility, the Advisor will review the investment portfolio of each entity and will decide which entity will acquire a particular property on the basis of such factors as it deems appropriate including, among others, cash-flow, the effect of the acquisition on diversification of the portfolio of each, the estimated income tax effects of the purchase, the amount of funds available and the length of time such funds have been available for investment. In the event a particular property is equally appropriate for investment by more than one entity, the Advisor will offer the investment to the entity whose funds have been available for the longest period of time.

14. Term; Termination of Agreement. This Agreement shall continue in force from the date hereof through December 31, 2010 and thereafter from year to year unless earlier terminated as herein provided; provided, however, that either party may terminate this Agreement at any time in a written notice of termination given to the other party at least ninety (90) days prior to the effective date of such termination; and provided, further, that the Corporation may terminate this Agreement at any time during the continuation of any event described in Section 17 hereof or otherwise for cause. Upon the termination of this Agreement for any reason the Advisor shall cooperate with the Corporation to provide an orderly management transition.

15. Amendments. This Agreement shall not be changed, modified, terminated or discharged in whole or in part except by an instrument in writing signed by both parties hereto, or their respective successors or assigns, or otherwise as provided herein.

16. Assignment. This Agreement shall not be assigned or otherwise transferred by the Advisor without the prior written consent of a majority of the Directors of the Corporation. This Agreement shall not be assigned by the Corporation without the consent of the Advisor, except in the case of assignment by the Corporation to a corporation, association, trust or other organization which is a successor to the Corporation. Such successor shall be bound hereunder and by the terms of said assignment in the same manner as the Corporation is bound hereunder.

17. Default, Bankruptcy, Etc. At the option solely of the Corporation, upon vote of a majority of its Directors, this Agreement shall be and become terminated immediately upon written notice of termination from the Corporation to the Advisor if any of the following events shall occur:

a. If the Advisor shall violate any provision of this Agreement, and after notice of such violation shall not cure such default within thirty days; or

b. If the Advisor shall be adjudged bankrupt or insolvent by a court of competent jurisdiction, or an order shall be made by a court of competent jurisdiction, for the appointment of a receiver, liquidator or trustee of the Advisor or of all or substantially all of its property by reason of the foregoing, or approving any petition filed against the Advisor for its reorganization, and such adjudication or order shall remain in force or unstayed for a period of thirty days; or

c. If the Advisor shall institute proceedings for voluntary bankruptcy or file a petition seeking reorganization under the Federal bankruptcy laws, or for relief under any law for the relief of debtors, or shall consent to the appointment of a receiver of itself or of all or substantially all its property, or shall make a general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally, as they become due.

The Advisor agrees that if any event specified in subsections b. and c. of this Section 17 shall occur, it will give written notice thereof to the Directors within seven days after the occurrence of such event.

18. Action Upon Termination. From and after the effective date of termination of this Agreement, pursuant to Sections 14 or 17 hereof, the Advisor shall not be entitled to compensation for further services hereunder but shall be paid all compensation due Advisor pursuant to Section 10 accruing to the date of termination. The Advisor shall forthwith upon such termination:

a. pay over to the Corporation all moneys collected and held for the account of the Corporation pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;

b. deliver to the Directors a full accounting, including a statement showing all payments collected by it and a statement of all moneys held by it, covering the period following the date of the last accounting furnished to the Directors;

c. deliver to the Directors all property and documents of the Corporation then in the custody of the Advisor in its capacity as such; and

d. cooperate with the Directors to provide an orderly management transition.

19. Miscellaneous. The Advisor assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith, and shall not be responsible for any action of the Directors in following or declining to follow any advice or recommendations of the Advisor. Neither party nor its partners nor any shareholders, directors, officers or employees of any of its partners shall be liable to the other party, its Directors, holders of securities of the Corporation or to any successor or assign of the Corporation for any act taken in good faith and in a manner reasonably believed by the person acting on behalf of either party to be in the best interests of each, or for any other act except an act constituting bad faith, willful misfeasance, gross negligence or reckless disregard of its duties.

20. Notices. Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is accepted by the party to whom it is given, and shall be given by being delivered at the following addresses of the parties hereto:

The Directors and/o the Corporation:

Robert A. McCabe, Jr.
211 Commerce Street
Suite 300
Nashville, Tennessee 37201

Robert T. Webb
149 MTCS Drive
Murfreesboro, Tennessee 37129

Ted H. Welch
611 Commerce Street
29th Floor
Nashville, Tennessee 37219

Richard F. LaRoche, Jr.
2103 Shannon Drive
Murfreesboro, TN 37129

The Advisor:

W. Andrew Adams
Management Advisory Source, LLC
P.0. Box 330607
Murfreesboro, Tennessee 37133-0607

Either party may at any time give notice in writing to the other party of a change of its address for the purpose of this Section 20.

21. Headings. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

22. Governing Law. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Tennessee as at the time in effect.

IN WITNESS WHEREOF, the Corporation and the Advisor, each by a duly authorized officer have signed and delivered this Agreement as of the day and year first above written.

		NATIONAL HEALTH INVESTORS, INC.

		By:		/s/ Richard F. LaRoche, Jr.
				Its Secretary

		MANAGEMENT ADVISORY SOURCE, LLC

		By:		/s/ W. Andrew Adams
				W. Andrew Adams, Manager

Under the Securities Exchange Act of 1934 (Amendment No. )*

Under the Securities Exchange Act of 1934
(Amendment No. )*