SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 22, 1995
THE HILLHAVEN CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 1-10426 91-1459952
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1148 Broadway Plaza, Tacoma, Washington 98402
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(206) 572-4901
<PAGE>
Item 5. Other Events
On August 22, 1995, the Registrant, The Hillhaven
Corporation ("Hillhaven"), entered into an Agreement dated as of
August 22, 1995 (the "Agreement"), among Hillhaven, Vencor, Inc.,
a Delaware corporation ("Vencor"), and Tenet Healthcare
Corporation, a Nevada corporation and stockholder of Hillhaven
("Tenet"). The Agreement is filed as an exhibit hereto.
<PAGE>
Pursuant to the Agreement, Tenet has agreed to vote the
shares of Hillhaven Series C Preferred Stock, par value $0.15 per
share, and Hillhaven Series D Preferred Stock, par value $0.15
per share, it beneficially owns in favor of the Amended and
Restated Agreement and Plan of Merger, dated as of April 23, 1995
and as amended and restated as of July 31, 1995, providing for
the merger of Hillhaven with and into Vencor (the "Merger"). In
addition, Tenet has agreed that, unless Hillhaven receives a
proposal for a merger or consolidation that Tenet deems superior
to the Merger, it will not solicit proxies or participate in a
solicitation in opposition to the consummation of the Merger.
Tenet has not entered into any agreement with respect to voting
its shares of common stock of Hillhaven.
Tenet has further agreed, among other things, that after any
Request Event (as defined below) for seven years following the
consummation of the Merger it will not (a) acquire any common
stock, or any rights, securities or options to acquire common
stock, of Vencor ("Voting Securities") or advise, encourage or
influence any person to acquire Voting Securities, (b)
participate in the solicitation of proxies to vote, or
communicate with or seek to advise, encourage or influence a
person to vote any Voting Securities, (c) participate in a group
in connection with Voting Securities, (d) deposit Voting
Securities into a voting trust or subject Voting Securities to
any such arrangement or agreement, except as provided for in the
Agreement, (e) otherwise seek, or assist or encourage another
person to seek, control or influence the management, Board of
Directors, policies or affairs of Vencor, or (f) request Vencor
to waive or amend any of (a) through (e) above. A "Request
Event" includes (a) a request by Tenet of Vencor, made within
five business days after the effective date of the Merger, to
publish the combined operation's financial results not later than
90 days after the effective date of the Merger, and (b) a request
by Tenet to cause Vencor's executive officers to meet with
investors in an offering of common stock by Vencor and for Vencor
to otherwise assist in the orderly distribution of Vencor's
common stock received in the Merger.
<PAGE>
Hillhaven has further agreed not to set a record or meeting
date for the election of directors prior to the Hillhaven
stockholder meeting to consider the Merger. If the Merger is not
approved by Hillhaven's shareholders or if the Merger Agreement
is terminated, Hillhaven has agreed, at Hillhaven's option, to
either (a) waive the advance notice provisions of Hillhaven's
bylaws in connection with the next Hillhaven annual stockholders
meeting for the election of directors and apply the provisions
relating to advance notice in connection with a special meeting
for the election of directors to such annual meeting, or (2)
provide Tenet with sufficient advance notice (either orally or in
writing) of the date of the next annual meeting to permit Tenet
to comply with such bylaw provisions.
In addition, Tenet and Hillhaven have agreed that, upon
consummation of the Merger, each will voluntarily dismiss all
proceedings and all pending claims, litigation or court
proceedings it may have against the other relating to the
acquisition proposal of Horizon Healthcare Corporation or the
Merger.
<PAGE>
Furthermore, the Agreement provides that, after the
effective time of the Merger, Vencor will provide Tenet with
certain registration rights for all shares of Vencor's common
stock received by Tenet in the Merger on the same terms and
subject to the same conditions as exist in the Warrant and
Registration Rights Agreement, dated as of January 30, 1990,
between Hillhaven and Tenet.
Item 7. Financial Statements, Pro Forma Financial Statements and
Exhibits
1. Agreement dated as of August 22, 1995, among the
Registrant, Vencor, Inc., a Delaware corporation, and
Tenet Healthcare Corporation, a Nevada corporation.
<PAGE>
<PAGE>
SIGNATURE
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.
THE HILLHAVEN CORPORATION
By: /s/ Richard P. Adcock
Richard P. Adcock
Senior Vice President,
Secretary and General
Counsel
Dated: August 22, 1995
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit 99.01 Agreement dated as of August 22, 1995, among Tenet
Healthcare Corporation, The Hillhaven Corporation
and Vencor, Inc.
<PAGE>
<PAGE>
Exhibit 99.01
AGREEMENT
AGREEMENT (the "Agreement"), dated as of August 22,
1995, between Tenet Healthcare Corporation, a Nevada corporation
and stockholder ("Stockholder") of The Hillhaven Corporation, a
Nevada corporation ("Hillhaven"), Hillhaven and Vencor, Inc., a
Delaware corporation (the "Company").
WHEREAS, the Company and Hillhaven have entered into an
Amended and Restated Agreement and Plan of Merger, dated as of
April 23, 1995 and as amended and restated as of July 31, 1995
(as the same may be further amended from time to time, the
"Merger Agreement"), providing for the merger (the "Merger") of
Hillhaven with and into the Company pursuant to the terms and
conditions of the Merger Agreement, and setting forth certain
representations, warranties, covenants and agreements of the
parties thereto in connection with the Merger; and
WHEREAS, to facilitate the transactions contemplated by
the Merger Agreement, Stockholder, Hillhaven and the Company have
agreed to the matters set forth herein.
NOW, THEREFORE, for good and valuable consideration,
the receipt, sufficiency and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. Representations of the Parties. (a) Stockholder
represents and warrants to the Company and Hillhaven that
(i) Stockholder owns beneficially (as such term is defined in the
Securities Exchange Act of 1934, as amended (the "1934 Act"))
8,878,147 shares of Hillhaven's Common Stock, par value $0.75 per
share (the "Hillhaven Common Stock"), 35,000 shares of Series C
Preferred Stock, par value $.15 per share (the "Series C
Preferred Stock"), of Hillhaven and 65,430 shares of Series D
Preferred Stock, par value $.15 per share (the "Series D
Preferred Stock"), of Hillhaven (collectively, the Series C
Preferred Stock and the Series D Preferred Stock the "Shares")
free and clear of all liens, claims, charges, security interests
or other encumbrances and, except for this Agreement and the
Merger Agreement and except as set forth in publicly available
documents prior to the date hereof, there are no options,
warrants or other rights, agreements, arrangements or commitments
of any character to which Stockholder is a party relating to the
<PAGE>
pledge, disposition or voting of any shares of capital stock of
Hillhaven and there are no voting trusts or voting agreements
with respect to such Shares, (ii) Stockholder does not
beneficially own any shares of Hillhaven Common Stock or Shares
other than as set forth above and does not have any options,
warrants or other rights to acquire any additional shares of
capital stock of Hillhaven or any security exercisable for or
convertible into shares of capital stock of Hillhaven, and
(iii) Stockholder has full power and authority to enter into,
execute and deliver this Agreement and to perform fully its
obligations hereunder. This Agreement has been duly executed and
<PAGE>
delivered by Stockholder and constitutes the legal, valid and
binding obligation of Stockholder in accordance with its terms.
(b) The Company represents and warrants to Stockholder
and Hillhaven that the Company has full power and authority to
enter into, execute and deliver this Agreement and to perform
fully its obligations hereunder. This Agreement has been duly
executed and delivered by the Company and constitutes the legal,
valid and binding obligation of the Company in accordance with
its terms.
(c) Hillhaven represents and warrants to the Company
and Stockholder that (i) Hillhaven has full power and authority
to enter into, execute and deliver this Agreement and to perform
its obligations hereunder and (ii) Hillhaven has taken all
action, including, without limitation, any action required by its
Board of Directors, so that this Agreement will not cause any
"fair price", "moratorium", "control share acquisition" or other
similar antitakeover statute or regulation enacted under any
state or federal laws in the United States applicable to
Hillhaven (including, without limitation, the Nevada Control
Share Acquisition Act) to be applicable to the Merger or the
transaction contemplated by the Merger Agreement. This Agreement
has been duly executed and delivered by Hillhaven and constitutes
the legal, valid and binding obligation of Hillhaven in
accordance with its terms.
2. Agreement to Vote Shares. Subject to the terms
and conditions of this Agreement, Stockholder agrees during the
term of this Agreement to vote the Shares, and to cause any
holder of record of such Shares to vote, in favor of adoption and
approval of the Merger Agreement and the Merger at every meeting
of the stockholders of Hillhaven at which such matters are
considered and at every adjournment thereof. Notwithstanding the
foregoing, Stockholder shall be free to vote its Hillhaven Common
Stock in its sole discretion in connection with the Merger.
<PAGE>
3. No Voting Trusts. Stockholder agrees that it will
not, nor will it permit any entity under its control to, deposit
any of the Shares in a voting trust or subject any of the Shares
to any arrangement with respect to the voting of such Shares
other than agreements entered into with the Company.
4. No Proxy Solicitations. (a) Stockholder agrees
that unless Hillhaven receives a proposal for a merger or
consolidation that Stockholder concludes is superior in its sole
discretion to the Merger to Stockholder, Stockholder will not,
nor will it permit any entity under its control to, (i) solicit
proxies or become a "participant" in a "solicitation" (as such
terms are defined in Regulation 14A under the 1934 Act) in
opposition to or competition with the consummation of the Merger
or (ii) become a member of a "group" (as such term is used in
Section 13(d) of the 1934 Act) with respect to any voting
securities of Hillhaven for the purpose of opposing or competing
with the consummation of the Merger.
<PAGE>
(b) In consideration for the undertaking in 4(a)
above, Hillhaven agrees (i) not to set a record date or meeting
date for a meeting (whether annual or special) of stockholders
for the election of directors prior to the meeting of Hillhaven
stockholders to consider the Merger Agreement and the Merger and
(ii) if the Agreement is not approved by Hillhaven shareholders
or the Merger Agreement is terminated, at the option of
Hillhaven, to (x) waive the existing advance notice provisions of
Sections 1.10 and 1.11 of Hillhaven's Amended and Restated By-
Laws in connection with the next annual meeting of Hillhaven
stockholders for the election of directors and apply the
provisions relating to advance notice in connection with a
special meeting for the election of directors to such annual
meeting or (y) provide Stockholder with sufficient advance notice
(whether orally or in writing) of the date of the next annual
meeting of Hillhaven's stockholders to permit Stockholder to
comply with such By-law Sections.
5. Transfer and Encumbrance. (a) Stockholder agrees
not to transfer, sell, offer, exchange, pledge or otherwise
dispose of or encumber (i) any of the Shares, or any shares of
common stock, par value $.25 per share, of the Company (or any
security into which such stock is converted or exchanged) (the
"Company Common Stock"), from and after the date hereof or (ii)
any shares of Hillhaven Common Stock from and after the date 30
days prior to the meeting of Hillhaven stockholders to consider
the Merger Agreement and, in each case, until such time following
<PAGE>
the Merger as results covering at least 30 days of combined
operations of Hillhaven and the Company (the "Combined Operations
Results") have been published by the Company in the form of a
quarterly earnings report, an effective registration statement
filed with the Securities and Exchange Commission (the
"Commission"), a report to the Commission on Form 10-K, 10-Q or
8-K, or any other public filing or announcement which includes
such combined results of operations (the "Expiration Date"). The
Company agrees that if requested to do so by Stockholder within
five business days after the Effective Date of the Merger, the
Company will publish the Combined Operations Results not later
than 90 days after the Effective Date of the Merger (such request
shall be a "Request Event" for purposes of this agreement).
Notwithstanding the foregoing, Stockholder may tender its shares
of Hillhaven Common Stock into a tender offer that Stockholder
concludes is superior in its sole discretion to the Merger to
Stockholder. Stockholder agrees not to exercise in connection
with the Merger any appraisal or similar rights with respect to
any Hillhaven Common Stock.
(b) Stockholder agrees that after the time of any
Request Event and for so long as it is the beneficial owner of
more than 5% of the issued and outstanding Company Common Stock
it shall not transfer, sell, offer, exchange, or otherwise
dispose of any of the Company Common Stock except pursuant to (i)
a bona fide public offering of the Company Common Stock,
registered under the Securities Act of 1933, as amended (the
<PAGE>
"1933 Act"), with the lead manager of such public offering being
selected by Stockholder and the co-manager of such public
offering being selected by the Company, if such offering shall be
an underwritten offering; (ii) a private placement exempt from
registration under federal securities laws, and (iii) the
issuance by Stockholder (or an affiliate of Stockholder or an
entity established by or at the request of Stockholder) of debt
or equity securities of Stockholder (or an affiliate of
Stockholder or an entity established by or at the request of
Stockholder) that would be exchangeable or convertible into
shares of Company Common Stock in a transaction in which the lead
manager or lead placement agent is selected by the Stockholder
and the co-manager or co-placement agent shall be selected by the
Company; provided, however, that no sales or series of sales of
more than 2.5% of the voting power of the then outstanding
Company Common Stock shall be made to any person or related group
of persons who would immediately thereafter own or have the right
to acquire more than 5% of the voting power of the then outstand-
ing Company Common Stock. Stockholder agrees that after the time
<PAGE>
of any Request Event it will not pledge or encumber any shares of
Company Common Stock except in a bona fide financing transaction
with a person or persons who are regularly engaged in the
business of entering into such transaction.
6. Additional Purchases. Stockholder agrees that it
will not purchase or otherwise acquire (except for shares of
Series D Preferred Stock acquired as a dividend from Hillhaven in
accordance with the terms hereof) beneficial ownership of any
shares of Series C Preferred Stock or Series D Preferred Stock
after the execution of this Agreement ("New Shares").
Stockholder also agrees that any New Shares acquired or purchased
by it shall be subject to the terms of this Agreement to the same
extent as if they constituted Shares.
7. Litigation. Stockholder and Hillhaven are parties
to Stipulation re: Stay of Present Action in National Medical
Enterprises, Inc. v. The Hillhaven Corporation (Case No. BC
122083, Los Angeles County Superior Court), filed March 24, 1995
(the "Stipulation"). Stockholder and Hillhaven agree to extend
the Stipulation during the term of this Agreement, provided that
all parties in all actions pending against Hillhaven and certain
of its directors in other courts in other jurisdictions as well
as an action by Hillhaven pending against Horizon Healthcare
Corporation in Nevada Federal District Court agree to stay all
litigation against and by Hillhaven and its directors on the
terms set forth in the Stipulation. Stockholder and Hillhaven
further agree that upon consummation of the Merger each shall
voluntarily dismiss with prejudice any and all pending claims,
litigation or court proceedings it may have against the other or
any of its respective subsidiaries, directors or executive
officers with respect to the matters relating to the acquisition
proposal of Horizon Healthcare Corporation or the Merger.
<PAGE>
8. Certain Actions. Stockholder agrees that after
any Request Event, subject to the terms and conditions of this
Agreement, for the period ending seven years following the
consummation of the Merger neither it nor any of its Affiliates
(as such term is defined in Rule 12b-2 under the 1934 Act) at
such time, regardless of whether such person or entity is an
Affiliate on the date hereof, will, directly or indirectly, alone
or in concert with others (a) acquire, offer to acquire, or agree
to acquire, by purchase, gift or otherwise, any Company Common
Stock or direct or indirect rights, securities or options to
acquire (through purchase, exchange, conversion or otherwise) any
Company Common Stock (collectively, including such rights,
securities and options, the "Voting Securities") or seek to
<PAGE>
advise, encourage or influence any person or entity with respect
to the acquisition of Voting Securities of the Company, (b) make,
or in any way participate in, any "solicitation" of "proxies" (as
such terms are defined in Regulation 14A promulgated by the
Commission pursuant to Section 14 of the 1934 Act) to vote, or
communicate with or seek to advise, encourage or influence any
person or entity with respect to the voting of, any Voting
Securities, (c) form, join or in any way participate in a "group"
within the meaning of Section 13(d)(3) of the 1934 Act with
respect to any Voting Securities, (d) deposit any Voting
Securities into a voting trust or subject any such securities to
any arrangement or agreement with respect to the voting thereof,
except as provided herein, (e) otherwise act to seek, or to
assist or encourage in any respect any other person or entity to
seek, to control or influence in any manner the management, Board
of Directors, policies or affairs of the Company, or (f) request
that the Company waive or amend any provisions of this Section 8.
Notwithstanding the foregoing, if Stockholder acquires Voting
Securities as a result of the acquisition of an entity that
beneficially owns Voting Securities, then Stockholder shall be
permitted to dispose of such Voting Securities as promptly as is
practicable.
9. Consent. (a) At the effective time of the Merger
(the "Effective Time"), (i) the Company hereby agrees to assume
all of the obligations of Hillhaven under the Guarantee
Reimbursement Agreement, dated as of January 31, 1990, as amended
from time to time, between Stockholder and Hillhaven (the
"Guarantee Agreement") and to deliver to Stockholder a
certificate of the Chief Financial Officer of the Company to the
effect that no Default (as such term is defined in the Guarantee
Agreement) or Event of Default (as such term is defined in the
Guarantee Agreement) has occurred or is continuing or shall have
occurred after giving effect to the Merger, and (ii) Stockholder
hereby agrees (A) to consent to the assignment of the Guarantee
Agreement to the Company, (B) that such assignment will not
constitute an Event of Default under the Guarantee Agreement, (C)
to waive any rights it may have to terminate the Guarantee
Agreement as a consequence of the Merger or such assignment and
(D) to consent to the Company's entering into a credit facility
pursuant to which the Company will incur indebtedness secured by
a first lien on certain assets and properties of the Company, as
<PAGE>
described in the Registration Statement on Form S-4 (File No. 33-
59345).
<PAGE>
(b) At the Effective Time, (i) the Company hereby
agrees to assume all of the obligations of Hillhaven under the
Services Agreement, dated as of January 31, 1990, as amended from
time to time, between Stockholder and Hillhaven (the "Services
Agreement") and (ii) Stockholder hereby agrees (A) to consent to
the assignment of the Services Agreement to the Company and (B)
to waive any rights it may have to terminate the Services
Agreement as a consequence of the Merger or such assignment.
10. Specific Performance. Each party hereto
acknowledges that it will be impossible to measure in money the
damage to the other party if a party hereto fails to comply with
any of the obligations imposed by this Agreement, that every such
obligation is material and that, in the event of any such
failure, the other party will not have an adequate remedy at law
or damages. Accordingly, each party hereto agrees that
injunctive relief or any other equitable remedy, in addition to
remedies at law or damages, is the appropriate remedy for any
such failure and will not oppose the granting of such relief on
the basis that the other party has an adequate remedy at law.
11. Other Agreements. (a) Tax Matters. (i) With
respect to the Tax Sharing Agreement between Stockholder and
Hillhaven dated as of January 31, 1990 (the "Tax Sharing
Agreement"), Stockholder agrees that:
(A) Sections 2.1, 2.2 3.2(b) and 4.1 of the Tax
Sharing Agreement shall have no effect with respect to
any Taxes or Tax Returns (as such terms are defined in
the Tax Sharing Agreement) for any taxable period that
ends after the closing date of the Merger Agreement,
(B) anything in the Tax Sharing Agreement to the
contrary notwithstanding, the Tax Sharing Agreement
shall not restrict the Surviving Corporation (as
defined in the Merger Agreement) from taking or
omitting to take any action with respect to the
Surviving Corporation's Taxes or Tax Returns for any
taxable period that ends after the closing date of the
Merger Agreement,
(C) unless otherwise required by applicable law or
pursuant to a settlement with any Tax authority,
Stockholder shall not, on or after the date hereof,
<PAGE>
change any election referred to in Section 2.1 of the
Tax Sharing Agreement or make any additional elections
thereunder,
<PAGE>
(D) to the extent that any refund claim or suit
referred to in Section 3.2(b) of the Tax Sharing
Agreement as modified by Section 11(a)(i)(A) hereof,
effects any material Tax Item (as defined in the Tax
Sharing Agreement) of the Surviving Corporation,
Stockholder agrees to consult in good faith with, and
keep reasonably informed, the Surviving Corporation and
the Company, in regard to such refund claims, or suits;
provided, however, that any such refund claims or suits
shall be contested, negotiated, and settled under the
control, and at the sole discretion, of Stockholder,
and
(E) anything in Section 4.1(b) of the Tax Sharing
Agreement to the contrary notwithstanding, the Company
or Surviving Corporation shall not be liable for any
outside professional fees or similar third party costs
reasonably incurred in the course of any Tax
controversy which is controlled by Stockholder,
provided that (w) Surviving Corporation shall, and the
Company shall cause Surviving Corporation to, make its
records available to Stockholder during normal business
hours and permit Stockholder to make copies thereof to
the extent reasonably necessary to contest, negotiate,
and settle such Tax controversy, (x) the Company and
Surviving Corporation shall make their employees
available to render any assistance during normal
business hours that may be reasonably requested by
Stockholder in preparation for or during the course of
such Tax controversy at no charge to Stockholder,
(y) Stockholder shall have the opportunity to review
and approve any material outside professional fees or
similar third party costs, as described above, that are
proposed to be incurred by the Company or Surviving
Corporation, which approval shall not be unreasonably
withheld, and (z) the Company and Surviving Corporation
shall not be entitled to any reimbursement from
Stockholder pursuant to this Section 11(a)(i)(E) for
any outside professional fees or similar third party
costs incurred in connection with services that could
be reasonably rendered by employees of the Company or
Surviving Corporation.
<PAGE>
(ii) Stockholder agrees to permit the Surviving
Corporation and its representatives reasonable access to the
records (other than records that are subject to an
attorney-client privilege) of Stockholder to facilitate an
understanding of matters relating to the spin-off of Hillhaven
from Stockholder, provided that the Surviving Corporation
executes a customary form of confidentiality agreement.
(b) Registration Rights. The Company agrees after the
Effective Time of the Merger to provide Stockholder with
registration rights for all shares of Company Common Stock
<PAGE>
received by Stockholder (or its subsidiaries) in the Merger
(whether offered for sale directly or in connection with the
issuance of debt or equity securities of Stockholder (or an
affiliate of Stockholder or an entity established by or at the
request of Stockholder) that would be exchangeable or convertible
into shares of Company Common Stock) on (except as contemplated
by Section 5(b) of this Agreement) the same terms and subject to
the same conditions as exist in the Warrant and Registration
Rights Agreement, dated as of January 30, 1990, between Hillhaven
and Stockholder. In addition to its obligations under the
Warrant and Registration Rights Agreement, the Company agrees
upon the request of Stockholder to cause its executive officers
to be available for a reasonable period of time for meetings with
investors and potential investors in any such offering of Company
Common Stock and to otherwise use its reasonable efforts to
assist in the orderly distribution of Company Common Stock
received in the Merger (any such request shall be a "Request
Event" for purposes of this Agreement).
12. Representation Letter. Stockholder agrees to
provide the Company and Hillhaven, at or before the Effective
Time of the Merger, with the representation letter previously
agreed upon between the parties stating that Stockholder has no
present plan or intention to dispose of any Company Common Stock
which Stockholder receives in the Merger, if such letter will be
required in order for the Company's or Hillhaven's counsel to
provide the tax opinion required under Section 8 of the Merger
Agreement.
<PAGE>
13. Entire Agreement. This Agreement supersedes all
prior agreements, written or oral, among the parties hereto with
respect to the Merger Agreement and the Merger and contains the
entire agreement among the parties with respect to the Merger
Agreement and the Merger. This Agreement may not be amended,
supplemented or modified, and no provisions hereof may be
modified or waived, except by an instrument in writing signed by
all the parties hereto. No waiver of any provisions hereof by
any party shall be deemed a waiver of any other provisions hereof
by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
14. Notices. All notices, requests, claims, demands
or other communications hereunder shall be in writing and shall
be deemed given when delivered personally, upon receipt of a
transmission confirmation if sent by telecopy or like
transmission and on the next business day when sent by Federal
Express, Express Mail or other reputable overnight courier
service to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):
<PAGE>
If to the Company:
Vencor, Inc.
1300 Providian Center
4000 West Market Street
Louisville, Kentucky 40202
Attention: Jill L. Force
Telecopy: (502) 569-1104
With a copy to:
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Attention: Joseph B. Frumkin
Telecopy: (212) 558-3588
If to Stockholder:
Tenet Healthcare Corporation
2700 Colorado Avenue
Santa Monica, California 90404
Attention: General Counsel
Telecopy: (310) 998-6956
<PAGE>
With a copy to:
Skadden, Arps, Slate, Meagher & Flom
300 South Grand Avenue
Los Angeles, California 90071
Attention: Brian J. McCarthy
Telecopy: (213) 687-5600
If to Hillhaven:
1148 Broadway Plaza
Tacoma, Washington 98402
Attention: Richard P. Adcock, Sr. V.P. and
General Counsel
Telecopy: (206) 502-3623
With a copy to:
Fried, Frank, Harris, Shriver & Jacobson
1 New York Plaza
New York, New York 10004
Attention: Peter Golden
Telecopy: (212) 859-4000
15. Miscellaneous.
<PAGE>
(a) This Agreement shall be deemed a contract
made under, and for all purposes shall be construed in accordance
with, the laws of the State of Delaware.
(b) If any provision of this Agreement or the
application of such provision to any person or circumstances
shall be held invalid or unenforceable by a court of competent
jurisdiction, such provision or application shall be
unenforceable only to the extent of such invalidity or
unenforceability and the remainder of the provision held invalid
or unenforceable and the application of such provision to persons
or circumstances, other than the party as to which it is held
invalid, and the remainder of this Agreement, shall not be
affected.
<PAGE>
(c) This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but
all of which together shall constitute one and the same
instrument.
(d) This Agreement shall terminate upon the
earlier to occur of (i) termination of the Merger Agreement in
accordance with its terms, (ii) by Stockholder, if the Merger has
not been consummated by December 31, 1995, (iii) by Stockholder,
if the product of the Parent Average Price (as defined in the
Merger Agreement) times the Conversion Number (as defined in the
Merger Agreement) is less than $31 per share, provided, however,
that Stockholder may not terminate if Hillhaven has been advised
in writing by the Company that the Conversion Number shall be
determined by dividing $31 by the Parent Average price (without
regard to any maximum imposed on the Conversion Number absent
this clause by Section 1.02(b) of the Merger Agreement), (iv)
when Stockholder no longer owns Voting Securities, and (v) the
date specified in a written agreement duly executed and delivered
by the Company, Hillhaven and Stockholder; provided that Sections
8 and 11(a) of this Agreement shall survive any termination of
this Agreement pursuant to clause (iv) above.
(e) All Section headings herein are for
convenience of reference only and are not part of this Agreement,
and no construction or reference shall be derived therefrom.
(f) The parties agree that there is not and has
not been any other agreement, arrangement or understanding
between the parties hereto with respect to the matters set forth
herein.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Agreement as of the date first written above.
VENCOR, INC.
By: /s/ W. Earl Reed, III
W. Earl Reed, III
Vice President, Finance
and Development
TENET HEALTHCARE CORPORATION
By: /s/ Raymond L. Mathiasen
Raymond L. Mathiasen
Senior Vice President
THE HILLHAVEN CORPORATION
By: /s/ Bruce L. Busby
Bruce L. Busby
Chairman and Chief
Executive Officer
<PAGE>
<PAGE>
