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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
TRANSITIONAL HOSPITALS CORPORATION
(NAME OF SUBJECT COMPANY)
VENCOR, INC.
LV ACQUISITION CORP.
(BIDDERS)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
893719104
(CUSIP NUMBER OF CLASS OF SECURITIES)
JILL L. FORCE
SENIOR VICE PRESIDENT,
SECRETARY AND GENERAL COUNSEL
VENCOR, INC.
3300 PROVIDIAN CENTER
400 WEST MARKET STREET
LOUISVILLE, KENTUCKY 40202
(502) 596-7300
(NAME, ADDRESS, AND TELEPHONE NUMBERS OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
JOSEPH B. FRUMKIN, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
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This Amendment No. 3 (this "Amendment") is filed to supplement and amend
the information set forth in the Tender Offer Statement on Schedule 14D-1 filed
by Vencor, Inc., a Delaware corporation ("Vencor"), and LV Acquisition Corp., a
Delaware corporation (the "Purchaser"), on May 7, 1997 as previously amended (as
amended, the "Schedule 14D-1") with respect to the shares of Common Stock, par
value $1.00 per share, of Transitional Hospitals Corporation, a Nevada
corporation (the "Company"), including the associated rights to purchase Series
B Junior Participating Preferred Stock of the Company. Unless otherwise
indicated, the capitalized terms used herein shall have the meanings specified
in the Schedule 14D-1, including the Offer to Purchase (the "Offer to Purchase")
attached as Exhibit (a)(1) thereto.
ITEM 10. ADDITIONAL INFORMATION.
(c) On May 22, 1997, Vencor announced that it received a request for
additional information from the Antitrust Division with respect to its filings
under the HSR Act in connection with its $16.00 per Share tender offer for all
the outstanding Shares. Accordingly, the HSR Act waiting period, which was
originally scheduled to expire at 12:00 midnight, New York City time, on May 22,
1997, will be extended and will now expire 10 days after substantial compliance
by Vencor with the request for additional information or upon its earlier
termination by action of the Antitrust Division. On May 22, 1997, Vencor issued
a press release regarding the request. The foregoing description of the event is
qualified in its entirety by the text of such press release, which is filed
herewith as exhibit (a)(10) to the Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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EXHIBIT NO. DESCRIPTION
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(a)(10) Press Release, dated May 22, 1997.
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SIGNATURE
After due inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this Amendment is true, complete and correct.
Dated: May 23, 1997
VENCOR, INC.
By: /s/ W. BRUCE LUNSFORD
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Name: W. Bruce Lunsford
Title: Chairman of the Board,
President and Chief
Executive Officer
LV ACQUISITION CORP.
By: /s/ W. BRUCE LUNSFORD
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Name: W. Bruce Lunsford
Title: Chairman of the Board,
President and Chief
Executive Officer
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Exhibit (a)(10)
Contact: Vencor, Inc.
W. Earl Reed, III
(502) 596-7380
Abernathy/MacGregor Group
Joele Frank/Judith Wilkinson
(212) 371-5999
For Immediate Release
VENCOR RECEIVES SECOND REQUEST
FROM DOJ IN CONNECTION WITH TRANSITIONAL HOSPITALS OFFER
LOUISVILLE, Kentucky (May 22, 1997) -- Vencor, Inc. (NYSE: VC),
announced today that it has received a request for additional information from
the United States Department of Justice with respect to its filings under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with its
$16.00 per share tender offer for all of the outstanding shares of Transitional
Hospitals Corporations (NYSE: THY). Accordingly, the Hart-Scott-Rodino waiting
period, which was originally scheduled to expire at 12:00 midnight, New York
City time, on May 22, 1997, will be extended and will now expire 10 days after
substantial compliance by Vencor with the request for additional information or
upon its earlier termination by action of the DOJ.
Vencor said that it will work as expeditiously as possible to provide
the DOJ with any information it requires. Vencor believes that the DOJ will
quickly receive the necessary information and complete its work. Vencor
continues to believe that the acquisition of Transitional raises no antitrust
issues in the highly competitive market for acute care medical services and
remains hopeful that the tender offer will be completed by mid-June.
Vencor, a $3 billion long-term healthcare company, owns and operates a
national network of hospitals, nursing centers and contract service providers in
46 states.
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