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.)
1145 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 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.
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, 1993.
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.
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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.
The following exhibits are hereby added:
8. Form of Amendment dated as of January 16, 1995 to Rights
Agreement.
9. Press Release dated January 16, 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: January 20, 1995
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EXHIBIT 8
THE HILLHAVEN CORPORATION
and
CHEMICAL TRUST COMPANY OF CALIFORNIA
Rights Agent
Amendment Dated as of January 16, 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 16th day of January, 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
(the "Rights Agreement");
WHEREAS, the original Rights Agent (the "Original Rights
Agent") under the Rights Agreement was Manufacturers Hanover
Trust Company of California and the Current Rights Agent has
succeeded to the rights and duties of the Original Rights Agent
under the Rights Agreement;
WHEREAS, in October 1993 the Company effected a 1-for-5
reverse stock split of its Common Stock and increased the par
value of its Common Stock from $0.15 per share to $0.75 per share
(collectively, the "Stock Split");
WHEREAS, as a result of the Stock Split, the "Purchase
Price" (as defined in the Rights Agreement) was automatically
adjusted pursuant to Section 11(a)(i) of the Rights Agreement and
became $50 rather than $10;
WHEREAS, the Board of Directors has determined that it is
appropriate to restrict the ability of National Medical
Enterprises, Inc. ("NME") to acquire additional shares of Common
Stock (as defined in the Rights Agreement) in order to protect
the interests of other holders of Common Stock in light of recent
announcements by NME; and
WHEREAS, the Parties desire to amend the Rights Agreement,
pursuant to Section 26 thereof, effective immediately, to reflect
the succession of the Current Rights Agent to the Original Rights
Agent as Rights Agent under the Rights Agreement, to reflect the
Stock Split, to reflect the adjustment in the Purchase Price
resulting from the Stock Split, and to change the application of
certain provisions of the Rights Agreement as they may apply to
NME;
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.
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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.
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
Ellen B. Alben 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
Sylvia Steen 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 "Rights Agent". The introductory
paragraph to the Rights Agreement is hereby amended by replacing
the reference to "Manufacturers Hanover Trust Company of
California, a California corporation," with a reference to
"Chemical Trust Company of California, a California corporation".
2. Definition of "Common Stock". The Recital to the Rights
Agreement is hereby amended by replacing the reference in the
third line thereof to $0.15" with a reference to "0.75".
3. Definition of "Acquiring Person". Section 1(a) of the
Rights Agreement is hereby amended by:
(i) adding the word "and" after the words "capacity,"
and before clause (iv); and
(ii) changing the comma after the word "Company" before
clause (v) to a period and deleting everything in Section 1(a)
that follows such period.
4. Definition of "Substantial Block". Section 1(t) is
hereby amended to read in its entirety as follows:
"Substantial Block" shall mean (a) in the case of all
Persons other than NME, a number of shares of Voting Stock
having in the aggregate 20% or more of the Company's general
voting power, and (b) in the case of NME, (i) a number of
shares of Voting Stock equal to 8,878,147 (or such greater
number of shares of Common Stock beneficially owned by
National Medical Enterprises, Inc. as of the time on January
16, 1995 when this Amendment is first publicly announced by
the Company) until such time as such number of shares
represents less than 30% of the outstanding Voting Stock
and (ii) thereafter a number of shares of the Voting Stock
having in the aggregate 30% or more of the general voting
power of the Company."
5. Amendment to Section 3(a). Section 3(a) of the Rights
Agreement is hereby amended as follows:
(i) the second parenthetical phrase of clause (i)
shall read in its entirety as follows: "(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)"
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(ii) immediately following the words "for a number of
shares of the outstanding Voting Stock having 30%
or more of the general voting power" there shall
be added the words "in the case of any Person
other than NME and, in the case of NME, for a
number of shares of the outstanding Voting Stock
which, if acquired, would result in NME becoming
an Acquiring Person,"
6. Amendment to Purchase Price. Section 7(b) of the Rights
Agreement is hereby amended by replacing the words "initially be
$10" with the words "be $50".
7. Amendments to Section 11(a). Section 11(a) of the
Rights Agreement is hereby amended in the following respects:
(i) The words "the date of this Agreement" appearing
in Section 11(a)(i) immediately before subclause
(A) shall be replaced with the words "January 16,
1995"; and
(ii) Following the words "30% or more of the general
voting power of the Company" appearing at the end
of Section 11(a)(ii)(C) there shall be added the
words "or, in the case of NME, NME shall become
the Beneficial Owner of a Substantial Block".
8. Amendment to Section 25. Section 25 of the Rights
Agreement is hereby amended by replacing the words "Manufacturers
Hanover Trust Company of California" with the words "Chemical
Trust Company of California".
9. 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:
(i) 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 Amendment dated as of
January 16, 1994 (together, the "Rights
Agreement"), between The Hillhaven Corporation, a
Nevada corporation (the "Company"), and Chemical
Trust Company of California, a California
corporation"; and
(ii) replacing the reference to "$10" on the 18th line
with a reference to "$50".
10. 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 9
CONTACT:
Tim Carroll
The Hillhaven Corporation
Vice President, Investor Relations
(206) 756-4806
HILLHAVEN AMENDS RIGHTS PLAN
TACOMA, Washington (January 16, 1995) -- The Hillhaven
Corporation (NYSE:HIL), one of the nation's largest diversified
health care providers, today announced that its Board of
Directors has adopted an amendment to Hillhaven's shareholder
rights plan.
Prior to the amendment, all persons other than National
Medical Enterprises, Inc. (NYSE:NME) were restricted from owning
30% or more of Hillhaven's common shares without approval of the
Board of Directors. As a result of the amendment, NME will not
be permitted to acquire additional Hillhaven common shares unless
its ownership interest represents under 30% of all Hillhaven
common shares, in which case NME can buy up to just under 30% of
Hillhaven common shares.
Hillhaven announced that the amendment was adopted by its
Board of Directors in light of NME's recent announcement that it
is exploring various alternatives with respect to its ownership
interest in Hillhaven. Hillhaven emphasized that it will seek to
continue to cooperate with NME in exploring alternatives relating
to NME's investment in Hillhaven.
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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