Securities and Exchange Commission
Washington, D.C. 20549
Form 8-A/A
Amending Form 8-A dated October 8, 1993
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
The Hillhaven Corporation
(Exact name of registrant as specified in its charter)
Nevada 91-1459952
(State of incorporation (I.B.S. Employer
or organization) Identification No.)
1148 Broadway Plaza, Tacoma, Washington 98402
(Address of principal executive offices)(Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class registered Name of each exchange on which
each class registered
Common Stock, par value New York Stock Exchange, Inc.
$0.75 per share
7-3/4% Convertible Subordinated New York Stock Exchange, Inc.
Debentures due 2002
Preferred Stock Purchase Rights New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act:
NONE
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This Form 8-A/A amends and supplements the Form 8-A (the "Form
8-A") filed by The Hillhaven Corporation (the "Registrant") on
October 8, 1993, as amended on January 20, 1995, with respect to,
among other securities, Preferred Stock Purchase Rights.
ITEM 1. Description of Registrant's Securities To Be Registered
The text of Item 1 of the Form A stated:
The description of the Common Stock, the 7-3/4% Convertible
Subordinated Debentures and the Preferred Stock Purchase Rights
of the Registrant to be registered hereunder is set forth on
pages 49-58 of the final Prospectus, dated October 28, 1992,
constituting part of the Registrant's Registration Statement on
Form S-1 (Commission File No. 38-48755), as filed with the
Securities and Exchange Commission on October 28, 1992, which
description is incorporated herein by reference.
The description of the Preferred Stock Purchase Rights
hereby is amended to include the following: On January 16, 1995,
the Board of Directors of the Registrant adopted an amendment to
the Rights Agreement between the Registrant and Manufacturers
Hanover Trust Company of California dated as of January 31, 1990
(Exhibit 6 to the Form 8-A) pursuant to which the Preferred Stock
Purchase Rights registered under the Form 8-A were issued. A
copy of the amendment is attached as an exhibit hereto and is
hereby incorporated by reference. The amendment, among other
things, provides that National Medical Enterprises, Inc. ("NME")
will not be permitted to acquire additional shares of common
stock of the Registrant unless it represents under 30% of all
such shares. Thereafter, NME will be permitted to own just under
30% of such shares, the same restriction applicable to all
persons.
On February 7, 1995, the Rights Agreement was amended.
Among the provisions amended were those defining "Distribution
Date" and "Continuing Director" and the provision relating to the
redemption of the Preferred Stock Purchase Rights. These
amendments were made in order to maintain the Registrant's
ability to redeem the Preferred Stock Purchase Rights or amend
the Rights Plan. The Rights otherwise would have become non-
redeemable as a result of Horizon Healthcare Corporation
("Horizon") having acquired beneficial ownership of more than 20%
of the Common Stock by virtue of its arrangements with NME. The
Registrant announced on February 6, 1995 that it has commenced
litigation against Horizon seeking a judicial determination that
Horizon has become the beneficial owner of the Common Stock held
by NME by virtue of its arrangements with NME for purposes of the
Nevada statute prohibiting business combinations with "interested
stockholders" (i.e. beneficial owners of more than 10% of
Hillhaven's Common Stock).
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ITEM 2. Exhibits
The Exhibits to the Form 8-A were:
1. Specimen Common Stock Certificate, which is included as
Exhibit 4.3 to the Registrant's Registration Statement
on Form 10, Commission File No. 1-10426, as filed with
the Securities and Exchange Commission on January 8,
1990.
2. Form of Indenture between Registrant and Bankers Trust
Company, as Trustee with respect to the 7-3/4%
Convertible Subordinated Debentures due 2002, which is
included as Exhibit 4.14 to the Registration Statement
on Form S-1, Commission File No. 33-48755, as filed
with the Securities and Exchange Commission on October
28, 1992.
3. Form of 7-3/4% Convertible Subordinated Debenture due
2002, which is included as Exhibit 4.15 to the above-
mentioned Registration Statement on Form S-1.
4. Amended and Restated Articles of Incorporation, which
is included as Exhibit J to Exhibit Z to the
Registrant's Quarterly Report on Form 10-Q for the
period ending November 30, 1989.
5. Amended and Restated Bylaws of the Registrant, which is
included as Exhibit 4.2 to the Registrant's Quarterly
Report on Form 10-Q for the period ending November 30,
1989.
6. Rights Agreement between Hillhaven and Manufacturers
Hanover Trust Company of California, dated as of
January 31, 1990, which is included as Exhibit 4.6 to
the Registrant's Quarterly Report on Form 10-Q for the
period ending November 30, 1989.
7. Form of Rights Certificate, which is included as
Exhibit A to Exhibit 4.6 to the Registrant's Quarterly
Report on Form 10-Q for the period ending November 30,
1989.
8. Form of Amendment dated as of January 16, 1995 to
Rights Agreement.
9. Press Release dated January 16, 1995.
The following exhibits are hereby added:
10. Form of Amendment dated as of February 7, 1995 to
Rights Agreement.
11. Press release dated February 8, 1995.
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Signature
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE HILLHAVEN CORPORATION
By: /s/ Richard P. Adcock
Richard P. Adcock
Senior Vice President,
Secretary and General Counsel
Date: February 10, 1995
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EXHIBIT 10
THE HILLHAVEN CORPORATION
and
CHEMICAL TRUST COMPANY OF CALIFORNIA
Rights Agent
Amendment Dated as of February 7, 1995
to
Rights Agreement
Dated as of January 31, 1990
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AMENDMENT TO RIGHTS AGREEMENT
This AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is
made as of this 7th day of February, 1995 by and between The
Hillhaven Corporation, a Nevada corporation (the "Company"), and
Chemical Trust Company of California, a California corporation,
as successor to Manufacturers Hanover Trust Company of California
(the "Current Rights Agent").
WHEREAS, the Company and the Rights Agent (the "Parties")
are parties to a Rights Agreement dated as of January 31, 1990,
as amended (the "Rights Agreement");
WHEREAS, the Parties desire to amend the Rights Agreement,
pursuant to Section 26 thereof;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the Parties hereby agree as
follows:
1. Amendments to Rights Agreement. Pursuant to
Section 26 of the Rights Agreement, the Rights Agreement is
hereby amended, effective immediately, in the respects set forth
in Annex A to this Amendment, all other provisions of the Rights
Agreement being intended to remain in full force and effect in
accordance with their respective terms.
2. Governing Law. This Amendment shall be deemed to be
a contract made under the laws of the State of Nevada and for all
purposes shall be governed by and construed in accordance with
the laws of such State applicable to contracts to be made and
performed entirely within such State.
3. Counterparts. This Amendment may be executed in any
number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.
4. Severability. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, illegal, or
unenforceable, (a) such invalid, illegal or unenforceable term,
provision, covenant or restriction shall nevertheless be valid,
legal and enforceable to the extent, if any, provided by such
court or authority, and (b) the remainder of the terms,
provisions, covenants and restrictions of this Amendment shall
remain in full force and effect and shall in no way be affected,
impaired or invalidated.
5. Descriptive Headings. Descriptive headings of the
several Sections of this Amendment are inserted for convenience
only and shall not control or affect the meaning or construction
of any of the provisions hereof.
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6. References to "this Agreement". Effective
immediately, all references in the Rights Agreement to "this
Agreement" shall for all purposes be construed as references to
the Rights Agreement as amended by this Amendment.
IN WITNESS WHEREOF, the Parties have caused this Amendment
to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first
above written.
Attest: THE HILLHAVEN CORPORATION
By: /s/ Ellen B. Alben By: /s/ Richard P. Adcock
Title: Assistant Secretary Title: Senior Vice President
Attest: CHEMICAL TRUST COMPANY
OF CALIFORNIA
By: /s/ Sylvia Steen By: /s/ Carol A. McFarland
Title: Assistant Manager Title: Assistant Vice
President
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ANNEX A
Amendments To Rights Agreement
All capitalized terms used in this Annex have the respective
meanings given to them in the foregoing Amendment or in the
Rights Agreement (as defined in the foregoing Amendment), as the
case may be.
1. Definition of "Distribution Date". The first
sentence of Section 3(a) is hereby amended by replacing it in its
entirety with the following:
"The "Distribution Date" shall mean the earlier of (i)
the tenth Business Day after the date of the commencement of a
tender or exchange offer (as determined by reference to Rule 14d-
2(a) (or any successor rule) under the Exchange Act) by any
Person (other than the Company, any Subsidiary of the Company, or
any employee benefit plan or employee stock plan of the Company
or any Subsidiary of the Company) for a number of shares of the
outstanding Voting Stock which would result in such Person
becoming the Beneficial Owner of a number of shares of the
outstanding Voting Stock having 30% or more of the general voting
power, unless during such ten Business Day period the Company's
Board of Directors declares that the tenth Business Day following
such tender or exchange offer shall not be a Distribution Date,
or (ii) the earlier of (A) any Person becoming the Beneficial
Owner of a number of shares of the then outstanding Voting Stock
having 30% or more of the general voting power of the Company or
(B) the date determined by the Special Committee of the Board of
Directors of the Company created on February 5, 1995 (or, if this
Committee ceases to exist, by the Board of Directors of the
Company), provided that such date is at least ten Business Days
after the first public announcement of such Committee's (or, if
applicable, the Board's) determination (the date described in
this clause (ii) is hereinafter referred to as the "Redemption
Deadline").
2. Definition of "Continuing Director". Section 1(h)
is hereby amended by replacing it in its entirety with the
following:
"Continuing Director" shall mean any member of the Board
of Directors of the Company (while such Person is a member
of the Board) who is not an Acquiring Person, or an
Affiliate or Associate of an Acquiring Person, or a
representative, designee or nominee of an Acquiring Person
or of any such Affiliate or Associate, and who either (i)
was a member of the Board prior to the time that any Person
(other than any Person who is an Acquiring Person as of
February 7, 1995) became an Acquiring Person, or (ii) became
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a member of the Board subsequent to the time that any Person
became an Acquiring Person, if such Person's nomination for
election or election to the Board was recommended or
approved by a majority of the Continuing Directors then in
office."
3. Redemption. The first sentence of Section 23 is
hereby amended by replacing it in its entirety with the
following:
"The Board of Directors may, at its option and as
provided herein, elect to redeem all but not less than all
the then outstanding Rights at a redemption price of $.01
per Right, as such amount may be appropriately adjusted to
reflect any combination or subdivision of the outstanding
Common Stock, any dividend payable in Common Stock in
respect of the outstanding Common Stock or any other similar
transaction occurring after the date hereof (such redemption
price being hereinafter referred to as the "Redemption
Price") at any time up to and including the Redemption
Deadline; provided, however, that if the Board of Directors
of the Company authorizes redemption of the Rights or any
extension of the time period during which the Rights may be
redeemed after the time that any Person becomes an Acquiring
Person, then there must be Continuing Directors then in
office and such authorization or extension shall require the
concurrence of a majority of such Continuing Directors."
4. Amendment to Form of Right Certificate. The first
paragraph of the Form of Right Certificate constituting Exhibit A
to the Rights Agreement is hereby amended by substituting for the
text on the fourth through eighth lines the following words:
"the Rights Agreement, dated as of January 31, 1990, as
amended by the Amendments dated as of January 16, 1995 and
February 7, 1995 (together, the "Rights Agreement"), between
The Hillhaven Corporation, a Nevada corporation (the
"Company"), and Chemical Trust Company of California, a
California corporation"
5. Amendment to "Summary of Rights". The "Summary of
Rights to Purchase Preferred Stock" constituting Exhibit B to the
Rights Agreement is hereby amended to reflect mutatis mutandis
the applicable amendments set forth above in this Annex A and the
reference to Exhibit B to the Rights Agreement in the final
sentence of Section 3(b) of the Right Agreement is hereby amended
to be a reference to said Exhibit B as so amended.
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EXHIBIT 11
CONTACT:
Tim Carroll
The Hillhaven Corporation
Vice President, Investor Relations
(206) 756-4806
HILLHAVEN PRESERVES OPTIONS UNDER SHAREHOLDER RIGHTS PLAN
Tacoma, Washington (February 8, 1995) -- The Hillhaven
Corporation (NYSE:HIL) today announced that it has amended
certain provisions of its stockholder rights plan in order to
preserve its flexibility to act in the best interests of
Hillhaven. Hillhaven again affirmed its commitment to remaining
independent as the best means of furthering the interests of
Hillhaven, its stockholders and other constituents.
In connection with its rejection of a merger proposal from
Horizon Healthcare Corporation, a Special Committee of the Board
of Directors of Hillhaven concluded that Horizon has become the
beneficial owner of Hillhaven's common stock by virtue of
Horizon's arrangements with National Medical Enterprises, Inc.
(NME). Because of Horizon's beneficial ownership, the rights
otherwise would have become non-redeemable if the Special
Committee had not amended the plan. This could have prevented
Hillhaven from engaging in certain types of transactions in the
future. The Special Committee amended the rights plan to
maintain Hillhaven's ability to redeem or amend the rights.
The plan also was amended to defer the distribution of
certificates representing the rights which otherwise would have
been required as a result of Horizon's actions. In addition, the
plan has been amended to permit NME and parties other than
Horizon who do not own 20% or more of Hillhaven's common shares
to elect directors who can ultimately vote to redeem the rights.
Hillhaven stated that the actions were taken in order to
prevent the actions of Horizon from prejudicing the interests of
Hillhaven and third parties. Hillhaven previously announced
that, in connection with its rejection of a merger proposal from
Horizon, it has commenced litigation seeking a determination
that, by virtue of the Nevada statute relating to business
combinations with "interested stockholders," Horizon may not
consummate a business combination with Hillhaven for three years
because of its arrangements with NME.
The Hillhaven Corporation is one of the nation's largest
diversified health care providers, operating 363 nursing centers,
retirement housing communities and pharmacy outlets in 36 states.
Hillhaven offers an extensive array of health care services
including subacute care, inpatient and outpatient rehabilitation,
orthopedic and stroke recovery programs, post-operative care,
long term care, specialized care for Alzheimer's disease,
pharmacy services and retirement and assisted living services.
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