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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
AMENDMENT NO. 1
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. 1 is filed to supplement and amend the information set
forth in the Solicitation/Recommendation Statement on Schedule 14D-9 dated May
19, 1997 (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 May 23, 1997 the Company issued the press released attached hereto as
Exhibit 99.17 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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99.17 Press Release of Company dated May 23, 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: May 23, 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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[LETTERHEAD OF TRANSITIONAL HOSPITALS CORPORATION]
FOR IMMEDIATE RELEASE
Department of Justice Requests Additional Information
from Transitional Hospitals Corporation and Vencor, Inc.
LAS VEGAS, NEVADA -- May 23, 1997 -- Transitional Hospitals Corporation
[NYSE: THY] announced today that it has been informed that the Department of
Justice has requested additional information from the Company and Vencor, Inc.
regarding Vencor's tender offer. As a result, the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"),
is extended until the 10th day following such time as Vencor is in substantial
compliance with such request. Under the HSR Act, Vencor is not permitted to
purchase shares in its tender offer until the expiration of the waiting period,
or upon its earlier termination by action of the Department of Justice. Vencor's
tender offer is presently scheduled to expire on June 4, 1997.
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Contact: Suzanne Shirley, Transitional Hospitals, (702) 257-3663 or -4000
Michael Sitrick/Jeffrey Lloyd, Sitrick And Company, (310) 788-3850
