================================================================================
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. 7)
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
================================================================================
<PAGE>
This Amendment No. 7 (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.
The Expiration Date of the Offer which was scheduled for 12:00
midnight, New York City time on Tuesday, June 10, 1997 has been extended to
12:00 midnight, New York City time on Wednesday, June 18, 1997, unless the Offer
is further extended.
In addition, on June 10, 1997, Vencor issued a press release announcing
the extension of the Expiration Date.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
(a)(13) Press release issued by Vencor, dated June 10, 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 10, 1997
VENCOR, INC.
By:/s/ W. Bruce Lunsford
Name: W. Bruce Lunsford
Title: Chairman of the Board, President
and Chief Executive Officer
LV ACQUISITION CORP.
By:/s/ W. Bruce Lunsford
Name: W. Bruce Lunsford
Title: Chairman of the Board, President
and Chief Executive Officer
Exhibit (a)(13)
Contact: Vencor Abernathy/MacGregor Group
W. Earl Reed, III Joele Frank/Dan Katcher
(502) 596-7380 (212) 371-5999
FOR IMMEDIATE RELEASE
VENCOR EXTENDS CASH TENDER OFFER FOR TRANSITIONAL HOSPITALS
LOUISVILLE, KENTUCKY (JUNE 10, 1997) -- Vencor, Inc. (NYSE: VC) today
announced that it has extended the expiration date of its $16.00 per share cash
tender offer to acquire all of the outstanding shares of Transitional Hospitals
Corporation (NYSE: THY) to 12:00 midnight, New York City time on Wednesday, June
18, 1997, unless the tender offer is further extended. Approximately 27,701,103
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, New York City time, tonight.
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.
