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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. 10)
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.10 (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 and the Supplement to the Offer to Purchase
attached as Exhibit (a)(14) to Amendment No. 8 to the Schedule 14D-1.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(b) On June 19, 1997, Vencor, the Purchaser and the Company signed the
Vencor Merger Agreement. The Vencor Merger Agreement was entered into in the
form in which it was attached as Exhibit (a) (22) to Amendment No. 8 to the
Schedule 14D-1.
ITEM 5. PURPOSE OF THE TENDER OFFER, AND PLANS OR PROPOSALS OF THE BIDDER.
The information set forth above in response to Item 3 is incorporated
herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth above in response to Item 3 is incorporated
herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
On June 19, 1997, the Company announced that it had terminated the
Select Medical Merger Agreement.
In addition, on June 19, 1997, Vencor and the Company issued a joint
press release announcing, among other things, the signing of the Vencor Merger
Agreement and the termination of the Select Medical Merger Agreement.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
(a)(23) Joint Press release issued by Vencor and the Company, dated
June 19, 1997.
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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: June 19, 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)(23)
Contact: Vencor, Inc. Transitional Hospitals Corporation
W. Earl Reed, III Suzanne Shirley
(502) 596-7380 (702) 257-3663
Abernathy/MacGregor Group Sitrick And Company
Joele Frank/Judith Wilkinson Michael Sitrick/Jeffrey Lloyd
(212) 371-5999 (310) 788-2850
VENCOR AND TRANSITIONAL HOSPITALS SIGN DEFINITIVE MERGER
AGREEMENT FOR ACQUISITION OF TRANSITIONAL AT $16.00 PER SHARE
LOUISVILLE, Kentucky and LAS VEGAS, Nevada (June 19, 1997) -- Vencor, Inc.
(NYSE:VC) and Transitional Hospitals Corporation (NYSE:THY) today announced that
they have signed a definitive merger agreement providing for the acquisition of
Transitional by Vencor at a price of $16.00 per share in cash for each
outstanding share of Transitional's common stock. Transitional has approximately
40.0 million shares outstanding on a fully diluted basis, giving the transaction
a total equity value of approximately $639 million.
Vencor's wholly owned subsidiary, LV Acquisition Corp., previously
commenced a tender offer for all outstanding shares of Transitional at a price
of $16.00 per share in cash. The tender offer is scheduled to expire Thursday,
June 19, 1997, at 12:00 midnight, New York City time, unless further extended.
Vencor expects the tender offer to be completed at that time.
Following the completion of the tender offer, Vencor intends to
consummate a second step merger in which all remaining shares will be converted
into $16.00 per share in cash. Transitional's board of directors has approved
the tender offer and the merger and recommends that Transitional shareholders
accept the tender offer and tender their shares.
Transitional announced that its merger agreement with Select Medical
Corp. has been terminated. The Transitional board recommends that Transitional
shareholders tender their shares into the Vencor tender offer.
"We are very excited about the combination of Vencor and Transitional,"
said W. Bruce Lunsford, chairman, president and chief executive officer of
Vencor. "This combination represents a win-win opportunity for both companies'
shareholders, employees and customers. In our discussion with Transitional, we
were impressed with the quality of its operations and the strategic potential of
our combined company. The addition of Transitional expands our network of
long-term acute care hospitals that provide the foundation of our healthcare
continuum. Together, we can offer payors and patients a full spectrum of
high-quality outcomes-oriented, cost-efficient healthcare services."
Richard L. Conte, chairman of the board and chief executive officer of
Transitional, said, "Even though we had not expected our aggressive growth plans
for THC to be interrupted via a sale of the company, our board of directors
believed that this transaction with Vencor is in the best interests of
Transitional's shareholders. This strategic combination should benefit
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our employees and other constituencies we serve. We look forward to working with
Vencor to ensure a smooth transition."
The combination of Vencor and Transitional, which operates long-term
actue 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, more than 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.
Transitional, formerly Community Psychiatric Centers, operates 16
long-term acute care hospitals and three satellite facilities in 13 states and
also owns a 61 percent interest in Behavioral Healthcare Corp., a provider of
psychiatric and behavioral health services based in Nashville, Tennessee.
