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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)
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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<PAGE>
This Amendment No.9 (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 and the Supplement to the Offer to Purchase
attached as Exhibit (a)(14) to Amendment No. 8 to the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
The Expiration Date of the Offer which was scheduled for 12:00
midnight, New York City time on Wednesday, June 18, 1997 has been extended to
12:00 midnight, New York City time on Thursday, June 19, 1997, unless the Offer
is further extended.
In addition, on June 12, 1997, Vencor issued a press release announcing
the extension of the Expiration Date, the delivery of the June 12 Letter and the
termination of the waiting period under the HSR Act.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
(a)(22) Press release issued by Vencor, dated June 12, 1997.
<PAGE>
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: June 13, 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
Exhibit (a)(22)
Contact: Vencor, Inc. Abernathy/MacGregor Group
W. Earl Reed, III Joele Frank/Judith Wilkinson
(502) 596-7380 (212) 371-5999
VENCOR PROVIDES LETTER TO TRANSITIONAL HOSPITALS
WITH DEFINITIVE MERGER AGREEMENT AT $16 IN CASH PER SHARE
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TRANSITIONAL PROVIDES FIVE-DAY TERMINATION NOTICE TO SELECT
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VENCOR PLEASE WITH EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD
LOUISVILLE, Kentucky (June 12, 1997) - Vencor, Inc. (NYSE:VC) today announced
that it has delivered a form of a definitive merger agreement to Transitional
Hospitals Corporation (NYSE:THY) and a letter providing that, subject to limited
conditions, including termination of Transitional's agreement with Select
Medical, Vencor would enter into the merger agreement. Transitional announced
that it has provided to Select Medical the five-day written notice of
termination of Transitional's agreement with Select in accordance with the terms
of that agreement.
"We are very excited about the combination of Vencor and Transitional.
I am pleased we were able to bring this process to a rapid and successful
conclusion," said James H. Gillenwater, Jr., senior vice president of planning
and development of Vencor. "The Transitional long-term hospitals will broaden
our platform for the continued development of our fully integrated long-term
healthcare network. Together, we can offer payors and patients a full spectrum
of high-quality, outcomes-oriented, cost-efficient healthcare services."
Under the terms of the proposed agreement, Vencor's wholly owned
subsidiary, LV Acquisition Corp., is amending its tender offer to purchase all
outstanding shares of Transitional to reduce the conditions to the tender offer,
but will maintain the price of $16.00 per share.
Following the completion of the tender offer, Vencor intends to
consummate a second step merger in which all remaining Transitional shareholders
will also receive the same cash price paid in the tender offer in exchange for
their shares. Transitional has approximately 40 million shares outstanding,
giving the transaction a total equity value of approximately $639 million.
Vencor also announced today that the Company has been notified by the
Antitrust Division of the Department of Justice (DOJ) that the DOJ has closed
its investigation of the potential combination of Vencor and Transitional and
that the waiting period under Hart-Scott-Rodino has expired.
<PAGE>
Vencor announced that it has extended the expiration date of its cash
tender offer until 12:00 midnight, New York City time on Thursday, June 19,
1997, unless the tender offer is further extended. As of the opening of business
on June 12, 1997, approximately 29,066,692 shares of Transitional's common stock
have been validly tendered and not withdrawn pursuant to the tender offer. The
tender offer was scheduled to expire at 12:00 midnight on Wednesday, June 18,
1997. Vencor expects the tender offer to be completed by next Thursday, June 19,
1997.
Vencor, a $3 billion long-term healthcare company, owns and operates a
national network of hospitals, nursing centers and contract services providers
in 46 states.
