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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
AMENDMENT NO. 2
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITIONAL HOSPITALS CORPORATION
(Name of Subject Company)
TRANSITIONAL HOSPITALS CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, Par Value $1.00 Per Share, Including the
Associated Rights to Purchase Series B Junior Participating Preferred Stock
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(Title of Class of Securities)
20 401 510
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(CUSIP Number of Class of Securities)
RICHARD L. CONTE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
TRANSITIONAL HOSPITALS CORPORATION
5110 WEST SAHARA AVENUE
LAS VEGAS, NEVADA 89102
(702) 257-3600
(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications
on behalf of the Person(s) filing this Statement)
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COPIES TO:
STEPHEN D. SILBERT, ESQ. JULIA L. KOPTA, ESQ.
CHRISTENSEN, MILLER, FINK, JACOBS, EXECUTIVE VICE PRESIDENT
GLASER, WEIL & SHAPIRO, LLP AND GENERAL COUNSEL
2121 AVENUE OF THE STARS, SUITE 1800 TRANSITIONAL HOSPITALS CORPORATION
LOS ANGELES, CALIFORNIA 90067 5110 WEST SAHARA AVENUE
(310) 553-3000 LAS VEGAS, NEVADA 89102
(702) 257-3600
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This Amendment No. 2 is filed to supplement and amend the information set
forth in the Solicitation/Recommendation Statement on Schedule 14D-9 dated May
19, 1997, as amended by Amendment No. 1 thereto (as amended, the "Schedule 14D-
9") filed by Transitional Hospitals Corporation, a Nevada corporation (the
"Company"), relating to the tender offer of LV Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly-owned subsidiary of Vencor, Inc., a
Delaware corporation ("Vencor"), to purchase all the outstanding common stock,
par value $1.00 per share, of the Company, including the associated rights to
purchase Series B Junior Participating Preferred Stock upon the terms and
conditions set forth in the Schedule 14D-1 dated May 7, 1997 filed by Purchaser
and Vencor. Capitalized terms used and not defined herein shall have the
meanings set forth in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding
thereto the following:
On June 2, 1997 the Company issued the press released attached hereto as
Exhibit 99.18 and incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
thereto the following:
Exhibit Description
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99.18 Press Release of Company dated June 2, 1997.
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SIGNATURE
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After reasonable inquiry and the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: June 2, 1997 TRANSITIONAL HOSPITALS CORPORATION,
a Nevada corporation
By: /s/ RICHARD L. CONTE
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Name: Richard L. Conte
Title: Chairman, Chief Executive Officer and
President
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[LETTERHEAD OF TRANSITIONAL HOSPITALS CORPORATION]
FOR IMMEDIATE RELEASE
Transitional Hospitals Postpones Rights Plan Distribution Date
LAS VEGAS, NEVADA, June 2, 1997 -- Transitional Hospitals Corporation
[NYSE:THY] announced today that the Board of Directors has voted to postpone the
"distribution date" under its Stockholder Rights Plan until the earlier of
either June 10, 1997 or the date an acquiring person (as defined in the
Stockholder Rights Plan) acquires 15% of the outstanding common stock.
Pursuant to the Stockholder Rights Plan, following the distribution date,
stockholders have the right to purchase 1/100 of a share of Series B Junior
Participating Preferred Stock for $45.00. The Stockholder Rights Plan further
provides that if Vencor were to acquire 15% of the outstanding common stock,
stockholders, other than Vencor, would have the right to purchase common stock
having a value of $90.00 for $45.00. On May 15 the Board had voted to postpone
the "distribution date" to June 3 and without the Board's action, the rights
would have become exercisable on that date.
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Contact: Suzanne Shirley, Transitional Hospitals, (702) 257-3663 or -4000
Michael Sitrick/Jeffrey Lloyd, Sitrick And Company, (310) 788-2850
