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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
AMENDMENT NO. 3
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:
JULIA L. KOPTA, ESQ.
STEPHEN D. SILBERT, ESQ. EXECUTIVE VICE PRESIDENT
CHRISTENSEN, MILLER, FINK, JACOBS, AND GENERAL COUNSEL
GLASER, WEIL & SHAPIRO, LLP TRANSITIONAL HOSPITALS CORPORATION
2121 AVENUE OF THE STARS, SUITE 1800 5110 WEST SAHARA AVENUE
LOS ANGELES, CALIFORNIA 90067 LAS VEGAS, NEVADA 89102
(310) 553-3000 (702) 257-3600
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This Amendment No. 3 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 Amendments Nos. 1 and 2 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 10, 1997 the Company issued the press released attached hereto as
Exhibit 99.19 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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99.19 Press Release of Company dated June 10, 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 10, 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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EXHIBIT 99.19
[LETTERHEAD OF TRANSITIONAL HOSPITALS CORPORATION]
FOR IMMEDIATE RELEASE
Transitional HospitalS Postpones Rights Plan Distribution Date
LAS VEGAS, NEVADA, June 10, 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 from today's date until
the earlier of either June 17, 1997 or the date an acquiring person (as defined
in the Stockholder Rights Plan) acquires 15% of the outstanding common stock.
Without the Board's action, the rights would have become exercisable today.
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. The Board has previously amended
the distribution date on two other occasions.
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Contact: Suzanne Shirley, Transitional Hospitals, (702) 257-3663 or -4000
Michael Sitrick/Jeffrey Lloyd, Sitrick And Company, (310) 788-2850
