As filed with the Securities and Exchange Commission on
November 8, 1994
Registration No. 33-55995
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE HILLHAVEN CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 91-1459952
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1148 Broadway Plaza
Tacoma, Washington 98402
(206) 572-4901
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
RICHARD P. ADCOCK
Senior Vice President,
Secretary and General Counsel
The Hillhaven Corporation
1148 Broadway Plaza
Tacoma, Washington 98402
(206) 572-4901
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the effective date of this
Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. / /
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, please check the following box. /X/
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The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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PROSPECTUS
1,262,062 Shares
THE HILLHAVEN CORPORATION
Common Stock
This Prospectus covers the offering for resale of 1,262,062
shares (the "Shares") of common stock, par value $0.75 per share
(the "Common Stock") of The Hillhaven Corporation ("Hillhaven" or
the "Company") by the Selling Stockholders named herein under
"Selling Stockholders", who acquired their shares in connection
with the acquisition by Hillhaven of Convalescent Pharmaceutical
Services, Inc., a California corporation ("CPS"), and Advanced
Infusion Systems, Inc., a California corporation ("AIS", and
collectively with CPS, "CPS/AIS"). Hillhaven will not receive
any proceeds from such resale.
The Common Stock is listed on the New York Stock Exchange
under the symbol HIL.
The Shares covered by this Prospectus may be offered for
sale from time to time on the New York Stock Exchange or
otherwise, at prices then obtainable. The Company has agreed to
indemnify the Selling Stockholders against certain liabilities,
including liabilities under the Securities Act. See "Plan of
Distribution".
Certain persons who sell the Shares covered by this
Prospectus, and any broker or dealer to or through whom any such
person shall such securities, may be deemed to be underwriters
within the meaning of the Securities Act with respect to the sale
of such securities.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is November 10, 1994.
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "Commission") in Washington, D.C., a Registration
Statement on Form S-3 (together with all amendments and exhibits
and schedules thereto, hereinafter referred to as the
"Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Common Stock
offered by this Prospectus. This Prospectus, which constitutes a
part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the Rules and
Regulations of the Commission. For further information with
respect to the Company and the Common Stock, reference is made to
the Registration Statement. Statements contained in this
Prospectus as to the contents of any contract, agreement or other
document referred to are not necessarily complete; with respect
to each such contract, agreement or other document filed as an
exhibit to the Registration Statement or otherwise filed with the
Commission, reference is made to such contract, agreement or
other document for a complete description of the matter involved,
and each such statement shall be deemed qualified in its entirety
by such reference.
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Commission. Such
reports, proxy statements and other information and the
Registration Statement and exhibits and schedules thereto filed
by the Company with the Commission can be inspected and copied at
the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the regional offices of the Commission located at Seven
World Trade Center, 13th Floor, New York, New York 10048 and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies may also be obtained from the Public Reference Section of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. Such reports,
proxy statements and other information filed on or before
November 1, 1993 can also be inspected at the offices of the
American Stock Exchange, 86 Trinity Place, New York, New York
10006. Such reports, proxy statements and other information
filed on or after November 2, 1993 can also be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the
Company with the Commission, are hereby incorporated in this
Prospectus by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended May 31, 1994;
2. Quarterly Report on Form 10-Q for the quarter ended
August 31, 1994;
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3. Current Report on Form 8-K dated as of October 12,
1994; and
4. The description of the purposes and certain anti-
takeover effects of certain provisions of the Company's Amended
and Restated Articles and By-Laws and of the Rights Plan, which
is contained in the Company's Registration Statement on Form 10
filed with the Commission on January 8, 1990, pursuant to Section
12 of the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the termination of
this offering shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document that also is,
or is deemed to be, incorporated by reference herein modifies or
supersedes such statement. Any such statements so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
Hillhaven will provide without charge to each person to whom
a copy of this Prospectus is delivered, upon the request of any
such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such
documents). Written or telephone requests should be directed to:
The Hillhaven Corporation, 1148 Broadway Plaza, Tacoma,
Washington 98402, Attention: Secretary, (206) 572-4901.
THE COMPANY
Hillhaven operates nursing centers, pharmacies and
retirement housing communities. Based upon the number of beds in
service and net operating revenues, the Company is the second
largest long term care provider in the United States and believes
that it is one of the leading providers of Alzheimer's care.
Pharmacy operations are conducted through the Company's wholly-
owned subsidiary, Medisave Pharmacies, Inc. ("Medisave").
The Company provides a wide range of diversified health care
services, including long term care and subacute medical and
rehabilitation services, such as wound care, oncology treatment,
brain injury care, stroke therapy and orthopedic therapy.
Subacute medical and rehabilitation services are offered at all
of the Company's nursing centers and are the fastest growing
component of the Company's nursing center operations. Hillhaven
believes that it is also one of the largest providers of
physical, occupational and speech therapies in the United States.
In addition, the Company currently provides long term care to
residents of the Company's nursing centers with Alzheimer's
disease through 61 Alzheimer's care units.
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Unless the context otherwise requires, the terms "Hillhaven"
and the "Company" refer to The Hillhaven Corporation and its
consolidated subsidiaries. The Company was incorporated under
the laws of the state of Nevada in May 1989. Its principal
offices are located at 1148 Broadway Plaza, Tacoma, Washington
98402, and its telephone number is (206) 572-4901.
SELLING STOCKHOLDERS
Set forth below for the four individuals who acquired Shares
in connection with Hillhaven's share for share exchange with
CPS/AIS on October 31, 1994, are the number of Shares so
acquired, which Shares may be sold by such Selling Stockholders
hereunder at any time after the Company releases its second
quarter earnings information which will include 30 days of
combined earnings of the Company and CPS and AIS. The Company
plans to release this earnings information on or about December
21, 1994.
SHARES OWNED
Willis D. Corkern and Lela K. Corkern, 344,763
Co-Trustees of The Corkern Living Trust
UTA dated April 1, 1993
Melvin K. Kahn and Madeline J. Kahn, 344,763
Co-Trustees of The Kahn Living Trust
UTA dated April 24, 1992
Stanley and Linda Poncetta, husband and 254,160
wife, as community property
Willis D. Corkern and Lela K. Corkern, 45,305
Co-Trustees of The Corkern Unitrust
U/T/A dated September 30, 1994
Melvin K. Kahn and Madeline J. Kahn, 45,305
Co-Trustees of The Kahn Unitrust
U/T/A dated September 19, 1994
Stanley E. Poncetta and Linda A. Poncetta, 135,908
Co-Trustees of The Poncetta Unitrust
U/T/A dated September 30, 1994
Karen A. Flores 91,858
PLAN OF DISTRIBUTION
The Company is not aware of any plan of distribution with
respect to the Selling Stockholders. Distribution of the Shares
by the Selling Stockholders may be effected from time to time in
one or more transactions (which may involve block transactions)
(i) on the New York Stock Exchange, (ii) in the over-the-counter
market, (iii) in transactions otherwise than on such exchange or
in the over-the-counter market or (iv) in a combination of any
such transactions. Such transactions may be effected by the
Selling Stockholders at market prices prevailing at the time of
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sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices. The Selling Stockholders
may effect such transactions by selling Shares to or through
broker-dealers, and such broker-dealers may receive compensation
in the form of discounts or commissions from the Selling
Stockholders and may receive commissions from the purchasers of
Shares for whom they may act as agent. Pursuant to the Agreement
and Plan of Reorganization among the Selling Stockholders and
Hillhaven dated as of October 11, 1994, Hillhaven has agreed to
indemnify the Selling Stockholders against certain civil
liabilities, including liabilities under the Securities Act.
DESCRIPTION OF COMMON STOCK
The summary of the attributes of the Company's Common Stock
set forth below does not purport to be complete and is subject to
and qualified in its entirety by reference to the Amended and
Restated Articles of Incorporation of Hillhaven (the "Articles")
and the Amended and Restated By-Laws of Hillhaven (the "By-
Laws"), copies of which are exhibits to documents incorporated by
reference herein. See "Incorporation of Certain Documents by
Reference."
Under the Articles, the total amount of shares of all
classes of stock that the Company has authority to issue is 85
million shares, of which 25 million are shares of Preferred
Stock, par value $0.15 per share (the "Preferred Stock"), and 60
million are shares of Common Stock.
Subject to the limitations provided pursuant to Sections
78.378 through 78.3793 (the "Control Shares Acquisition Statute")
of the Private Corporation Law of the State of Nevada, the
holders of Common Stock will be entitled to one vote for each
share on all matters voted on by stockholders, including
elections of directors, and, except as otherwise required by law
or provided in any resolution adopted by the Board with respect
to any series or class of Preferred Stock, the holders of such
shares will exclusively possess all voting power. The Articles
do not provide for cumulative voting for the election of
directors. Subject to any preferential rights of any outstanding
series of Preferred Stock designated by the Board from time to
time, the holders of Common Stock will be entitled to such
dividends as may be declared from time to time by the Board, and
upon liquidation will be entitled to receive all assets of
Hillhaven available for distribution to such holders.
The Board of Directors of the Company is authorized to issue
Preferred Stock, in one or more series or classes, and to fix for
each such series or class such voting powers, designations,
preferences and relative, participating, optional or other
special rights and such qualifications, limitations or
restrictions, as are stated in the resolution or resolutions
adopted by the Board providing for the issue of such series or
class and as are permitted by Nevada law. The Board could issue
Preferred Stock having terms which could discourage a takeover or
other transaction that some, or a majority, of the stockholders
might believe to be in their best interests or in which
stockholders might receive a premium for their stock over the
then market price of such stock.
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Certain of the Company's debt agreements contain covenants
restricting the payment of cash dividends on the Company's Common
Stock. Under the most restrictive of these covenants, the
payment of any cash dividends would have been prohibited at
August 31, 1994.
No holder of any stock of any class has any pre-emptive or
preferential right to acquire or subscribe for any treasury or
unissued shares of any class of stock or any authorized
securities convertible into or carrying any right, option or
warrant to subscribe for or acquire shares of any class of stock.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is
Chemical Trust Company of California.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be
passed upon for the Company by Richard P. Adcock, Senior Vice
President, Secretary and General Counsel of the Company. As to
matters governed by the laws of the State of Nevada, the
Company's General Counsel will rely on Woodburn and Wedge, One
East First Street, Suite 1600, Reno, Nevada.
As of September 30, 1994, Mr. Adcock owned 50,298 shares of
the Company's Common Stock, of which 13,742 are subject to
forfeiture under certain circumstances. In addition, Mr. Adcock
held options to purchase an additional 5,916 shares of the
Company's Common Stock pursuant to the 1990 Stock Incentive Plan
and options to purchase an aggregate of 184,590 shares of the
Company's Common Stock pursuant to the Performance Investment
Plan. Mr. Adcock also has an interest in 5,916 Performance
Shares (reflects 100% of the target award) awarded under the 1990
Stock Incentive Plan, which he is eligible to receive with
respect to the three-year periods ending May 31, 1995, May 31,
1996 and May 31, 1997.
EXPERTS
The consolidated financial statements and schedules of The
Hillhaven Corporation and its subsidiaries as of May 31, 1994 and
1993 and for each of the years in the three year period ended May
31, 1994, in the Company's annual report on Form 10-K, have been
incorporated by reference herein in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The report of KPMG Peat Marwick LLP covering the May 31,
1994 consolidated financial statements refers to a change in the
method of providing income taxes by adopting Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes".
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No person has been authorized to give any information or to
make any representation not contained in this Prospectus and, if
given or made, such information or representation must not be
relied upon as having been authorized. This Prospectus does not
constitute an offer of any securities other than the registered
securities to which it relates or an offer to any person in any
jurisdiction where such offer would be unlawful. The delivery of
this Prospectus at any time does not imply that information
herein is correct as of any time subsequent to its date.
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain Documents by Reference 2
The Company 3
Selling Stockholders 4
Plan of Distribution 4
Description of Common Stock 5
Legal Matters 6
Experts 6
THE HILLHAVEN CORPORATION
Common Stock
PROSPECTUS
November 10, 1994
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemized statement of the expenses (all
but the SEC fees are estimates) in connection with the issuance
and distribution of the Shares being registered hereunder. All
such expenses will be borne by the Company.
SEC filing fee $ 9,621.00
Accountants' fees and expenses 5,000.00
Legal fees and expenses 5,000.00
Miscellaneous 3,379.00
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Total $23,000.00
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Item 15. Indemnification of Directors and Officers
Nevada law and the Company's Amended and Restated Articles
of Incorporation and Amended and Restated By-Laws permit
indemnification of directors and officers in terms sufficiently
broad to indemnify officers and directors under certain
circumstances for liabilities (including expense reimbursement)
arising under the Securities Act of 1933, as amended (the
"Securities Act"). The Company also maintains an indemnification
agreement with each of its directors and any officer designated
by the Company's Board of Directors insuring them against certain
liabilities incurred by them in the performance of their duties,
including liabilities under the Securities Act. In addition, the
Company has directors and officers liability insurance policies.
Item 16. Exhibits
The following Exhibits are filed or incorporated by
reference in this Registration Statement:
3.01 Amended and Restated Articles of Incorporation of
Registrant (Incorporated by reference to Exhibit J to
Exhibit 2 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended November 30, 1989, as amended)
3.02 Amended and Restated By-Laws of Registrant
(Incorporated by reference to Exhibit 3.02 to
Registrant's Annual Report on Form 10-K for the year
ended May 31, 1994)
5.01 Opinion of Richard P. Adcock*
5.02 Opinion of Woodburn and Wedge*
23.01 Consent of KPMG Peat Marwick LLP
23.02 Consent of Richard P. Adcock (included in Exhibit 5.01)
23.03 Consent of Woodburn and Wedge (included in Exhibit
5.02)
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24.01 Power of Attorney (included in signature page to the
Registration Statement)*
* Previously filed.
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in this registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
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(b) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3, and has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undesigned, thereunto
duly authorized, in the City of Tacoma, State of Washington, on
November 8, 1994.
THE HILLHAVEN CORPORATION
By: /s/ RICHARD P. ADCOCK
Richard P. Adcock
Senior Vice President
and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on
the dates indicated.
SIGNATURES TITLE DATE
* Chief Executive November 8, 1994
(Bruce L. Busby)Officer and Chairman
of the Board
* Director November 8, 1994
(Walter F. Beran)
* Director November 8, 1994
(Peter de Wetter)
* President November 8, 1994
(Chris Marker) and Director
* Director November 8, 1994
(Dinah Nemeroff)
* Director November 8, 1994
(Jack O. Vance)
* Director November 8, 1994
(Maris Andersons)
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* Senior Vice President November 8, 1994
(Robert F. Pacquer)and Chief Financial
Officer
* Vice President and November 8, 1994
(Michael B. Weitz)Principal Accounting
Officer
* By: /s/ Richard P. Adcock
Richard P. Adcock
Attorney-in-fact
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EXHIBIT LIST
Exhibit
No. Description
3.01 Amended and Restated Articles of Incorporation of
Registrant (Incorporated by reference to Exhibit J to
Exhibit 2 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended November 30, 1989, as amended)
3.02 Amended and Restated By-Laws of Registrant
(Incorporated by reference to Exhibit 3.02 to
Registrant's Annual Report on Form 10-K for the year
ended May 31, 1994)
5.01 Opinion of Richard P. Adcock *
5.02 Opinion of Woodburn and Wedge *
23.01 Consent of KPMG Peat Marwick LLP
23.02 Consent of Richard P. Adcock (included in Exhibit 5.01)
23.03 Consent of Woodburn and Wedge (included in Exhibit
5.02)
24.01 Power of Attorney (included in signature page to the
Registration Statement)
* Previously filed.
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Exhibit 23.01
KPMG Peat Marwick LLP
Certified Public Accountants
3100 Two Union Square
601 Union Street
Seattle, WA 98101-2327
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
The Hillhaven Corporation:
We consent to incorporation by reference in the Registration
Statement on Form S-3 of The Hillhaven Corporation of our report
dated July 8, 1994, relating to the consolidated balance sheets
of The Hillhaven Corporation and subsidiaries as of May 31, 1994
and 1993, and the related consolidated statements of operations,
cash flows, and stockholders' equity for each of the years in the
three-year period ended May 31, 1994, and all related schedules,
which report appears in the May 31, 1994 annual report on Form
10-K of The Hillhaven Corporation and to the reference to our
firm under the heading "Experts" in the prospectus.
Our report refers to a change in the method of accounting for
income taxes effective June 1, 1992.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Seattle, Washington
November 8, 1994
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