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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
May 7, 1997
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TRANSITIONAL HOSPITALS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Nevada 1-7008 94-1599386
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(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
Number)
5110 West Sahara Avenue, Las Vegas, Nevada 89102
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(Address of Principal Executive Offices, Including ZIP code)
Registrant's telephone number, including area code (702) 259-3600
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_____________________________________________
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On May 7, 1997 Transitional Hospitals Corporation (the "Company") issued
the press release attached hereto as Exhibit 99.1 and which is hereby
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incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit No. Description of Exhibit
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99.1 Press Release dated May 7, 1997
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 7, 1997 TRANSITIONAL HOSPITALS CORPORATION
By: /s/ JULIA KOPTA
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Name: Julia Kopta
Title: General Counsel & Executive
Vice President
-3-
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EXHIBIT 99
News Release
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[LETTERHEAD OF SITRICK AND COMPANY INC.]
Contact: Suzanne Shirley
Transitional Hospitals
(702) 257-4000
or
Michael Sitrick
Sitrick and Company
(310) 788-2850
Transitional Hospitals To Call Board Meeting to Fully Consider Vencor Offer
Reaffirms Commitment to Maximizing Shareholder Value
Las Vegas, Nevada - May 7, 1997 - Transitional Hospitals Corp. (NYSE: THY)
today said that it would hold a Board of Directors meeting within the next
several days to fully consider Vencor Inc.'s offer of $16 per share for all the
common stock of Transitional Hospitals.
"Our focus, from the start, has been to do what we can to maximize value
for our shareholders," said Richard L. Conte, chairman and chief executive
officer of Transitional Hospitals, "and we remain committed to achieving that
goal. We plan to convene a meeting of our board of directors within the next
several days to fully consider Vencor's latest offer."
Mr. Conte said he was pleased with the progress Transitional Hospitals has
made in increasing the value the company's shareholders are receiving for their
stock.
"Since last November, when we were first contacted by Vencor, we have been
able to add approximately $230 million in value for our shareholders and have
dealt with more than ten interested parties," he continued. "When we received
our very first offer from Vencor last February, it was at $11.50 per share.
Since then, the Board, management and its advisors have worked diligently to
increase shareholder value. We will continue to do so."
Mr. Conte said that Transitional Hospitals has been informed by Select
Medical that Select believes that Vencor's offer raises significant legal issues
under anti-trust laws. He said that the company is exploring this issue with its
attorneys.
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