-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ATYOipvwPl6uyuSr58JlghieKgKIMpe6ASLA447/bJJh67ZxwgHsWxeL3Xa1TmuU StcI6rG/TXPtj0WxnclMog== 0001047335-07-000080.txt : 20070806 0001047335-07-000080.hdr.sgml : 20070806 20070806163009 ACCESSION NUMBER: 0001047335-07-000080 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070803 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070806 DATE AS OF CHANGE: 20070806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL HEALTHCARE CORP CENTRAL INDEX KEY: 0001047335 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 522057472 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13489 FILM NUMBER: 071028241 BUSINESS ADDRESS: STREET 1: 100 VINE ST STREET 2: STE 1400 CITY: MURFREESBORO STATE: TN ZIP: 37130 BUSINESS PHONE: 6158902020 MAIL ADDRESS: STREET 1: 100 VINE ST STREET 2: STE 1400 CITY: MURFREESBORO STATE: TN ZIP: 37130 8-K 1 f8kamendmentno2.htm Converted by EDGARwiz



UNITED STATES

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): August 3, 2007


————————————


NATIONAL HEALTHCARE CORPORATION

(Exact name of registrant as specified in its charter)


————————————


Delaware

001-13489

52-2057472

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)


100 Vine Street, Suite 1400

Murfreesboro, Tennessee 37130

(Address of principal executive offices)


Registrant’s telephone number, including area code: (615) 890-2020


Not Applicable

(Former name or former address, if changed since last report)


————————————


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01.

Entry into a Material Definitive Agreement.


Merger Agreement

On August 3, 2007, NATIONAL HEALTHCARE CORPORATION (“NHC”) entered into Amendment No. 2 (the “Amendment”) to the Agreement and Plan of Merger by and among DAVIS ACQUISITION SUB LLC, a Delaware limited liability company (“NHC/OP Sub”), NHC/OP, L.P., a Delaware limited partnership and the direct parent of NHC/OP Sub (“NHC/OP”), NHC and NATIONAL HEALTH REALTY INC., a Maryland corporation (“NHR”) dated as of December 20, 2006 (the “Merger Agreement”). Pursuant to the Amendment, the termination date of the Merger Agreement has been extended to December 14, 2007.

The foregoing description of the Amendment and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 2.1 and to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to NHC’s Current Report on Form 8-K filed on December 22, 2006, and amended by Exhibit 10.1 to NHC’s Current Report on Form 8-K filed on April 11, 2007.  

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description of Exhibit

2.1

Amendment No. 2 to Agreement and Plan of Merger, dated August 3, 2007 by and among DAVIS ACQUISITION SUB LLC, NHC/OP, L.P., NATIONAL HEALTHCARE CORPORATION and NATIONAL HEALTH REALTY, INC.









SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

August 6, 2007

NATIONAL HEALTHCARE CORPORATION

By:

/s/ Robert G. Adams

Name:  Robert G. Adams

Title:  President











EXHIBIT INDEX

Exhibit No.

Description of Exhibit

2.1

Amendment No. 2 to Agreement and Plan of Merger, dated August 3, 2007 by and among DAVIS ACQUISITION SUB LLC, NHC/OP, L.P., NATIONAL HEALTHCARE CORPORATION and NATIONAL HEALTH REALTY, INC.








 EX-2 2 ex21amendmentno2.htm EXHIBIT 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER

EXHIBIT 2.1

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

Amendment No. 2 (this “Amendment”), dated as of August 3, 2007, to that certain Agreement and Plan of Merger (as amended prior to the date hereof, the “Merger Agreement”), among DAVIS ACQUISITION SUB LLC, a Delaware limited liability company (“NHC/OP Sub”), NHC/OP, L.P., a Delaware limited partnership and the direct parent of NHC/OP Sub (“NHC/OP”), NATIONAL HEALTHCARE CORPORATION, a Delaware corporation and the ultimate parent of NHC/OP, (“Parent”), and NATIONAL HEALTH REALTY, INC., a Maryland corporation (the “Company”).

RECITALS

WHEREAS, NHC/OP Sub, NHC/OP, Parent and Company are parties to the Merger Agreement.

WHEREAS, NHC/OP Sub, NHC/OP, Parent and Company desire to amend the Merger Agreement in the manner set forth below.

AGREEMENTS

In consideration of the foregoing and the mutual covenants and agreements contained herein and in the Merger Agreement, NHC/OP Sub, NHC/OP, Parent and Company agree as follows:

I.

AMENDMENTS

A.

Section 7.01 of the Merger Agreement is hereby amended by deleting all references in such Section to “August 31, 2007” and replacing such references with “December 14, 2007”.

II.

MISCELLANEOUS

A.

All remaining provisions of the Merger Agreement remain unchanged and in full force and effect.

B.

This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof.

C.

This Amendment may be executed in one or more counterparts (including by facsimile), all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.



IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

DAVIS ACQUISITION SUB LLC

By:  /s/ R. Michael Ussery

Name:

R. Michael Ussery
Title:

Vice President

NHC/OP, L.P.

By:  NHC-Delaware, Inc.
Its General Partner

By:  /s/ R. Michael Ussery

Name:

R. Michael Ussery
Title:

Vice President

NATIONAL HEALTHCARE CORPORATION

By:  /s/ R. Michael Ussery

Name:

R. Michael Ussery
Title:

Senior Vice President, Operations

NATIONAL HEALTH REALTY, INC.

By:  /s/ Robert G. Adams

Name:

Robert G. Adams
Title:

President




-2-


 -----END PRIVACY-ENHANCED MESSAGE-----