================================================================================
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. 11)
(FINAL AMENDMENT)
AND
SCHEDULE 13 D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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>
CUSIP NO. 89371904 14D-1
- ------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
VENCOR, INC.
61-1055020
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS
BK, WC
5. CHECK THE BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) or 2(f) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
APPROXIMATELY 37,247,234 SHARES OF COMMON STOCK, PAR VALUE $1.00
PER SHARE
8. CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES |_|
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
APPROXIMATELY 95.5%
10. TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 89371904 14D-1
- ------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
LV ACQUISITION CORP.
31-1530606
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK THE BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) or 2(f) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
APPROXIMATELY 37,247,234 SHARES OF COMMON STOCK, PAR VALUE $1.00
PER SHARE
8. CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES |_|
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
APPROXIMATELY 95.5%
10. TYPE OF REPORTING PERSON
CO
<PAGE>
This Amendment No.11 (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 (the
"Shares"), a Nevada corporation (the "Company"), including the associated rights
to purchase Series B Junior Participating Preferred Stock of the Company and
constitutes the final amendment to the Schedule 14D-1. Pursuant to Special
Instruction F of Schedule 14D-1, this Amendment is deemed to satisfy the
reporting requirements of Section 13(d) of the Securities Exchange Act of 1934,
as amended with respect to the Shares acquired by Vencor and the Purchaser
pursuant to the Offer. 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
and the Supplement to the Offer to Purchase attached as Exhibit (a)(14) to
Amendment No. 8 to the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
On June 20, 1997, the Purchaser accepted for payment all of the
approximately 37,247,234 Shares which were validly tendered pursuant to the
Offer and not withdrawn, including approximately 381,210 Shares tendered
pursuant to Notices of Guaranteed Delivery.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
- ----------- -----------
(a)(24) Press release issued by Vencor, dated June 20, 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 20, 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
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
Ex-99 Exhibit (a)(24) Press Release issued by Vencor,
dated June 20, 1997
Exhibit (a)(24)
Contact: Vencor Abernathy/MacGregor Group
W. Earl Reed, III Joele Frank/Judith Wilkinson
(502) 596-7380 (212) 371-5999
VENCOR COMPLETES TENDER OFFER FOR TRANSITIONAL
LOUISVILLE, Kentucky (June 20, 1997) -- Vencor, Inc. (NYSE:VC)
announced today that it has completed its cash tender offer for all of the
outstanding shares of Transitional Hospitals Corporation (NYSE:THY) at a price
of $16.00 per share in cash. The tender offer expired, as scheduled, at 12:00
midnight, New York City time, on June 19, 1997.
As of the expiration of the tender offer, approximately 37,247,234
shares of Transitional's common stock, including shares tendered pursuant to
Notices of Guaranteed Delivery, representing approximately 95.5% of
Transitional's outstanding shares, had been tendered and accepted for payment.
Vencor and Transitional will now proceed to complete a merger pursuant to which
Vencor will acquire the remaining shares of Transitional for $16.00 per share in
cash.
The combination of Vencor and Transitional, which operates long-term
acute care hospitals, advances the growth strategy of Vencor, the nation's
largest full-service long-term healthcare provider. The combined company will
have 58 hospitals, 314 skilled nursing centers, over 4,000 institutional
customers for contract ancillary services, over 80,000 employees and pro forma
annual revenues of approximately $3.3 billion.
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.
