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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
May 9, 1997
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TRANSITIONAL HOSPITALS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Nevada 1-7008 94-1599386
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(State of other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification
Number)
5110 West Sahara Avenue, Las Vegas, Nevada 89102
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(Address of Principal Executive Offices, Including ZIP code)
Registrant's telephone number, including area code (702) 257-3600
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On May 9, 1997 Transitional Hospitals Corporation (the "Company") issued
the press release attached hereto as Exhibit 99.1 and which is hereby
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incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
99.1 Press Release dated May 9, 1997
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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.
Dated: May 9, 1997 TRANSITIONAL HOSPITALS CORPORATION
By: /S/ JULIA KOPTA
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Name: Julia Kopta
Title: General Counsel & Executive Vice
President
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NEWS RELEASE
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[LETTERHEAD OF SITRICK AND COMPANY INC.]
Contact: Suzanne Shirley
Transitional Hospitals
(702) 257-4000
or
Michael Sitrick
Jeffrey Lloyd
Sitrick And Company
(310) 788-2850
TRANSITIONAL HOSPITALS BOARD AUTHORIZES MANAGEMENT TO INITIATE DISCUSSIONS WITH
VENCOR; COMPANY SAYS ACTION IS CONSISTENT WITH ITS COMMITMENT TO MAXIMIZE
SHAREHOLDER VALUE
LAS VEGAS, NEVADA - MAY 9, 1997 - TRANSITIONAL HOSPITALS CORP. (NYSE:THY)
today announced that its Board of Directors has authorized management to
initiate discussions with Vencor Inc. on its offer to purchase all of the
common stock of Transitional at $16 per share. Transitional Hospitals said that
under its agreement with Select Medical, it has the right to enter into
discussions with unsolicited bidders. However, its agreement with Select Medical
remains in place.
Richard L. Conte, chairman and chief executive officer of Transitional
Hospitals, said that the board's action is consistent with Transitional's
commitment to maximizing shareholder value.
"While the Board and its advisors have concerns regarding antitrust issues,
as well as other provisions of the offer, we look forward to meeting with Vencor
at their earliest convenience. We will continue to do everything we can to
ensure that our shareholders receive the best possible return on their
investment," Mr. Conte stated.
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