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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. 5)
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. 5 (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 11. MATERIAL TO BE FILED AS EXHIBITS.
Attached is Exhibit (a)(11) to the Schedule 14D-1 which was omitted
from Amendment No. 4 to the Schedule 14D-1.
Exhibit No. Description
(a)(11) Letter dated May 28, 1997 from Vencor to the
Chairman & Chief Executive Officer of the Company.
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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 29, 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)(11)
[Vencor Letterhead]
May 28, 1997
PERSONAL AND CONFIDENTIAL
Mr. Richard L. Conte
Chairman & Chief Executive Officer
Transitional Hospitals Corporation
5110 West Sahara Avenue
Las Vegas, NV 89102
Dear Richard:
As we approach what I hope will be the conclusion
of a transaction between Vencor and Transitional Hospitals,
I wanted to anticipate the possibility that Select Medical
might seek to interfere with a transaction between our
companies with a revision to its $14.55 proposal. I am
particularly concerned that Select might attempt to couple
some increase in price with an attempt to make it more
difficult or costly for Transitional Hospitals to complete a
transaction with Vencor. Under the circumstances, I am
hopeful that the Transitional Hospitals' Board will be
mindful of its fiduciary duties not to take any such action,
and Vencor's seriousness about pursuing a transaction with
Transitional.
I also want to emphasize that an offer from Select
at $16.00 per share, or even more, is inferior to Vencor's
$16.00 offer. As I think your own lawyers have concluded,
as ours have, there are no antitrust issues associated with
the combination of Vencor and Transitional Hospitals. To
date, we have received no contrary indication from the
Department of Justice, and believe that their issuance of a
second request was intended, at least in part, to provide
the staff with sufficient time to complete a thorough and
orderly review of the transaction. I fully expect that we
will clear Hart-Scott-Rodino shortly and that we will be
able to close a transaction with Transitional within five to
ten business days after that date. Any proposal Select
makes will be subject to regulatory review in numerous
states, and is likely to take many months to complete. I
believe there is more uncertainty in Select's ability to
obtain the necessary healthcare approvals than there is in
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our obtaining Hart-Scott clearance. The timing and
certainty favor a Vencor transaction.
Most importantly, I hope and expect that you will
not take any further action without contacting Vencor to
give us an opportunity to respond to any proposal that
Select might make.
Sincerely,
VENCOR, INC.
/s/ James H. Gillenwater, Jr.
James H. Gillenwater, Jr.
Senior Vice President
Planning and Development
