regarding preferred..."Pursuant to the merger agreement, each outstanding common share of NHR not owned by Davis
Acquisition Sub LLC, NHC/OP, L.P. or NHC will be converted into the right to receive one share of NHC
Series A Convertible Preferred Stock (the “Preferred Stock”), plus $9.00 in cash. In addition, immediately
prior to the consummation of the merger , NHR will declare a special dividend payable to each holder of
record of NHR common stock who shall receive the merger consideration at the effective time of the merger
in an amount equal to the dividend that NHR would have declared and paid in the ordinary course of business
in order to qualify as a REIT for the taxable year commencing on January 1, 2007 and ending on the effective
date of the merger if NHR had not entered into the merger agreement. Each share of the Preferred Stock will
be entitled to cumulative annual preferred dividends of $0.80 per share and will have a liquidation preference
of $15.75 per share. The Preferred Stock will be listed on the American Stock Exchange and will be
convertible at any time at the option of the holder into 0.24204 shares of NHC common stock, subject to
adjustment." nothing about a cutoff or expiration so would not see much of reason for mgt to convert as they own most and like the div.