SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE HILLHAVEN CORPORATION
(Name of Registrant as Specified in Its Charter)
GUY P. WYSER-PRATTE
(Name of Person Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(l), or 14a-6(i)(2).
/X/ $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
PRELIMINARY COPY - MARCH 17, 1995
THE HILLHAVEN CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
________ __, 1995
PROXY STATEMENT OF GUY P. WYSER-PRATTE
IN OPPOSITION TO THE BOARD OF DIRECTORS OF
THE HILLHAVEN CORPORATION
This Proxy Statement and GOLD proxy card are being furnished to holders
of the common stock (the "Stockholders"), $0.75 per share (the "Common
Stock"), of The Hillhaven Corporation, a Nevada corporation (the "Company"),
in connection with the solicitation of proxies (the "Proxy Solicitation") by
Guy P. Wyser-Pratte, an individual Stockholder of the Company, for use at the
Annual Meeting of Stockholders of the Company, scheduled to be held on
__________ __, 1995, [at the time and place to be designated by the Board of
Directors of the Company], and at any and all adjournments or postponements
thereof (the "Annual Meeting"). This Proxy Statement and GOLD proxy card are
first being mailed or furnished to Stockholders on or about ________ __, 1995.
The Company's principal executive offices are located at 1148 Broadway Plaza,
Tacoma, Washington 98402.
At the Annual Meeting, two directors are to be elected to hold office for
a three year term to expire at the 1998 Annual Meeting of Stockholders and
until their successors have been elected and qualified. Mr. Wyser-Pratte is
soliciting your proxy in support of the election of the one nominee named
below (the "Wyser-Pratte Nominee") to the Company's Board of Directors (the
"Board of Directors"). If the Wyser-Pratte Nominee is elected, one additional
director from the current Board of Directors' slate of nominees (the "Company
Nominees") with the highest votes will also be elected to the Board of
Directors at the Annual Meeting. If you wish to vote for the Wyser-Pratte
Nominee, you must submit the enclosed GOLD proxy card and must NOT submit the
Company's white proxy card, even if you wish to vote for any of the Company
Nominees.
YOUR VOTE IS IMPORTANT. If you believe that the election of the Wyser-
Pratte Nominee to the Board of Directors can make a difference, we urge you to
vote for the election of the Wyser-Pratte Nominee, no matter how many or how
few shares you own, by signing, dating and mailing the enclosed GOLD proxy
card.
Mr. Wyser-Pratte urges you NOT to sign the white proxy card or any other
proxy card sent to you by the Company. If you have already voted the Board of
Directors' white proxy card, you have every right to change your vote by
signing and returning the enclosed GOLD proxy card. ONLY YOUR LATEST DATED
PROXY WILL COUNT AT THE ANNUAL MEETING.
<PAGE>
If your shares are held in the name of a brokerage firm, bank or nominee,
only they can vote such shares and only upon receipt of your specific
instructions. Accordingly, please contact the person responsible for your
account and give instructions for such shares to be voted.
If your shares are registered in more than one name, the GOLD proxy card
must be signed by all such persons to ensure that all shares are voted for the
Wyser-Pratte Nominee.
Holders of record of shares of Common Stock as of the _________ __, 1995
record date for the Annual Meeting are urged to submit a proxy even if such
shares have been sold after that date. See "Voting and Proxy Procedures."
If you have any questions or need assistance in voting your shares,
please call Mr. Wyser-Pratte's Proxy Solicitor:
____________________________
____________________________
____________________________
( ) ___-_____ (call Collect)
or
Call Toll-Free (800) ___-______
-2-
GENERAL
Only holders of Common Stock of record at the close of business on
_________ __, 1995, the record date for the Annual Meeting (the "Annual
Meeting Record Date"), will be entitled to vote at the Annual Meeting.
Holders of record of shares of Common Stock on the Annual Meeting Record Date
are urged to submit a proxy even if such shares have been sold after the
Annual Meeting Record Date. According to the Company's filings with the
Securities and Exchange Commission, as of March 7, 1995, there were 32,824,863
shares of Common Stock outstanding and entitled to vote. Each share of Common
Stock entitles its owner to one vote and a plurality of votes cast is
necessary to elect the Wyser-Pratte Nominee. For information concerning
voting procedures at the Annual Meeting, see "Voting and Proxy Procedures."
WYSER-PRATTE
Guy P. Mr. Wyser-Pratte is President and Director of Wyser-Pratte & Co.
Inc. ("WPC"). WPC is a New York corporation engaged principally in money
management and risk arbitrage. The principal executive offices of WPC are
located at 63 Wall Street, New York, New York 10005. Neither WPC nor any
director or officer of WPC other than Mr. Wyser-Pratte owns any shares of the
Common Stock. Mr. Wyser-Pratte owns beneficially 10,000 shares of Common
Stock, representing approximately .030% of the shares outstanding. In
addition 359,000 shares of Common Stock representing approximately 1.09% of
the outstanding shares are owned by investment partnerships and other managed
accounts for which affiliates of WPC are the General Partner or Investment
Manager. Mr. Wyser-Pratte may be deemed beneficial owner of such shares.
Information concerning the Wyser-Pratte Nominee is set forth below under
"Nominee for Election as Director." Additional information concerning Mr.
Wyser-Pratte, the Wyser-Pratte Nominee and the Wyser-Pratte investment
partnerships and other managed accounts and their holdings of Common Stock is
set forth in Appendices A and B hereto.
NOMINEE FOR ELECTION AS DIRECTOR
The Company currently has seven directors. The Board of Directors is
divided into three classes, each serving a three-year term. The term of
office of one class of directors expires each year. According to publicly
available information, two directors are to be elected at the Annual Meeting.
The directors so elected will serve in such capacity for a three-year term to
expire at the 1998 Annual Meeting of Stockholders and until their successors
are elected and qualified.
There are no arrangements or understandings between the Wyser-Pratte
Nominee and any other person pursuant to which the Wyser-Pratte Nominee was
selected as a nominee. Mr. Wyser-Pratte does not expect that the Wyser-Pratte
Nominee will be unable to stand for election, but, in the event that this is
the case, the shares of Common Stock represented by the enclosed GOLD proxy
card will be voted for a substitute candidate selected by Mr. Wyser-Pratte.
As two directors are to be elected at the Annual Meeting and Mr. Wyser-
Pratte is proposing only one nominee, then even if the Wyser-Pratte Nominee is
elected, the other Company Nominee
-3-
with the highest votes will also be elected to the Board of Directors.
If you wish to vote for the Wyser-Pratte Nominee, you must submit the enclosed
GOLD proxy card and must NOT submit the Company's white proxy card, even if
you wish to vote for any of the Company Nominees.
The following information concerning age, principal occupation and
business experience during the last five years and directorships has been
furnished to Mr. Wyser-Pratte by the Wyser-Pratte Nominee, who has expressed
his willingness to serve on the Board of Directors of the Company.
WILLIAM M. FRAZIER, age 65, has been the senior member of Frazier &
Oxley, Legal Corporation and President and Chief Executive Officer of the Old
National Bank of Huntington, Huntington, West Virginia since ________ ______.
In 1992, Mr. Frazier served as a director of the Van Dorn Company, a publicly
owned corporation, from ___ to ___ which was sold to Crown Cork & Seal Co.,
Inc. in December of 1992.
The Wyser-Pratte Nominee has entered into a letter agreement with Mr.
Wyser-Pratte whereby Mr. Wyser-Pratte has agreed to bear all costs and
expenses of, and indemnify against any and all liability incurred by, the
Wyser-Pratte Nominee in connection with the Wyser-Pratte Nominee being a
candidate and a "participant in a solicitation" (as defined in the rules and
regulations under the Securities Exchange Act of 1934, as amended). No
discussions have been held and, except as indicated in this Proxy Statement,
there are no understandings with respect to any proposed remuneration from any
source for the Wyser-Pratte Nominee in connection with their serving as
directors of the Company if elected. The Wyser-Pratte Nominee will receive
directors' fees upon his election as a director of the Company in accordance
with the Company's current practice.
Except as set forth in this Proxy Statement or in the Appendices hereto,
to the best knowledge of Mr. Wyser-Pratte, none of Mr. Wyser-Pratte, any of
the persons participating in this solicitation on behalf of Mr. Wyser-Pratte,
the Wyser-Pratte Nominee, nor any associate of any of the foregoing persons
(i) owns beneficially, directly or indirectly, or has the right to acquire,
any securities of the Company or any parent or subsidiary of the Company, (ii)
owns any securities of the Company of record but not beneficially, (iii) has
purchased or sold any securities of the Company within the past two years,
(iv) has incurred indebtedness for the purpose of acquiring or holding
securities of the Company, (v) is or has been a party to any contract,
arrangement or understanding with respect to any securities of the Company
within the past year, (vi) has been indebted to the Company or any of its
subsidiaries since the beginning of the Company's last fiscal year or (vii)
has any arrangement or understanding with respect to future employment by the
Company or with respect to any future transactions to which the Company or any
of its affiliates will or may be a party. In addition, except as set forth in
this Proxy Statement or in the Appendices hereto, to the best knowledge of Mr.
Wyser-Pratte, none of Mr. Wyser-Pratte, any of the persons participating in
this solicitation on behalf of Mr. Wyser-Pratte, the Wyser-Pratte Nominee, nor
any associate or immediate family member of any of the foregoing persons has
had or is to have a direct or indirect material interest in any transaction
with the Company since the beginning of the Company's last fiscal year, or any
proposed transaction, to which the Company or any of its affiliates was or is
a party.
None of the corporations or organizations in which the Wyser-Pratte
Nominee has conducted his principal occupation or employment was a parent,
subsidiary or other affiliate of the Company and the Wyser-Pratte Nominee does
not hold any position or office with the Company or has any family
-4-
relationship with any executive officer or director of the Company or has been
involved in any legal proceedings of the type required to be disclosed by the
rules governing this solicitation.
RATIFICATION OF INDEPENDENT ACCOUNTANTS
Mr. Wyser-Pratte believes that at the Annual Meeting, Stockholders will
be asked to ratify the appointment by the Company of KPMG Peat Marwick as the
Company's independent accountants for fiscal year May 31, 1996. Mr. Wyser-
Pratte is in favor of this proposal. See "Voting and Proxy Procedures."
CERTAIN INFORMATION
Shareholders are referred to the Company's 1994 Proxy Statement with
respect to the compensation and remuneration paid and payable and other
information related to the Company's directors and executive officers.
OTHER MATTERS TO BE CONSIDERED
AT THE ANNUAL MEETING
Except as set forth in this Proxy Statement, Mr. Wyser-Pratte is not
aware of other matters to be considered at the Annual Meeting. However, if
any other matters properly come before the Annual Meeting, Mr. Wyser-Pratte
will vote his Common Stock and all proxies held by him in accordance with his
best judgment with respect to such matters. Your attention is directed to the
Company's 1994 Proxy Statement regarding the procedures for submitting
proposals for consideration at the Company's 1995 Annual Meeting.
SOLICITATION; EXPENSES
Proxies may be solicited by Mr. Wyser-Pratte by mail, advertisement,
telephone, facsimile, telegraph and personal solicitation. Proxies may be
similarly solicited by people who work with Mr. Wyser-Pratte and by the Wyser-
Pratte Nominee, for which no additional compensation will be paid. Banks,
brokerage houses and other custodians, nominees and fiduciaries will be
requested to forward Mr. Wyser-Pratte's solicitation material to their
customers for whom they hold shares and Mr. Wyser-Pratte will reimburse them
for their reasonable out-of-pocket expenses.
Mr. Wyser-Pratte has retained ________________________ (the "Proxy
Solicitor") to assist in the solicitation of proxies and for related services.
Mr. Wyser-Pratte will pay the Proxy Solicitor a minimum fee of $_______ and
has agreed to reimburse it for its reasonable out-of-pocket expenses. In
addition, Mr. Wyser-Pratte has also agreed to indemnify the Proxy Solicitor
against certain liabilities, and expenses, including liabilities and expenses
under the federal securities laws. Approximately ___ persons will be used by
the Proxy Solicitor in its solicitation efforts.
The entire expense of preparing, assembling, printing and mailing this
Proxy Statement and related materials and the cost of soliciting proxies will
be borne by Mr. Wyser-Pratte, personally.
-5-
Mr. Wyser-Pratte currently estimates that the total expenditures relating
to the Proxy Solicitation incurred by Mr. Wyser-Pratte will be approximately
$________, approximately $________ of which has been incurred to date. Mr.
Wyser-Pratte intends to seek reimbursement from the Company for those expenses
incurred by Mr. Wyser-Pratte if the Wyser-Pratte Nominee is elected to the
Board of Directors. The question of such reimbursement and payment will not
be submitted to a vote of the Stockholders.
VOTING SECURITIES OUTSTANDING;
INFORMATION ABOUT THE COMPANY
According to the Company's filings with the Securities and Exchange
Commission as of March 7, 1995, there were 32,824,863 shares of Common stock
outstanding and entitled to vote. Each share of Common Stock entitles its
owner to one vote.
See Appendix C for information regarding persons who beneficially own
more than 5% of the Common Stock and the ownership of the Common Stock by the
management of the Company.
VOTING AND PROXY PROCEDURES
For the proxy solicited hereby to be voted, the enclosed GOLD proxy card
must be signed, dated and returned to Mr. Wyser-Pratte, c/o
_________________________, ____________________, ___________________________
in the enclosed envelope in time to be voted at the Annual Meeting. If you
wish to vote for the Wyser-Pratte Nominee, you must submit the enclosed GOLD
proxy card and must NOT submit the Company's white proxy card, even if you
wish to vote for any of the Company Nominees. If you have already returned
the Board of Directors' white proxy card to the Company, you have the right to
revoke it as to all matters covered thereby and may do so by subsequently
signing, dating and mailing the enclosed GOLD proxy card. ONLY YOUR LATEST
DATED PROXY WILL COUNT AT THE ANNUAL MEETING.
Execution of a GOLD proxy card will not affect your right to attend the
Annual Meeting and to vote in person. Any proxy may be revoked as to all
matters covered thereby at any time prior to the time a vote is taken by (i)
filing with the Secretary of the Company a written notice of revocation, (ii)
submitting a duly executed proxy bearing a later date to the Company, or (iii)
attending and voting at the Annual Meeting in person. Attendance at the
Annual Meeting will not in and of itself constitute a revocation.
Election of the Wyser-Pratte Nominee requires the affirmative vote of a
plurality of the votes cast on the matter at the Annual Meeting, assuming a
quorum is present or otherwise represented at the Annual Meeting.
Consequently, only shares of Common Stock that are voted in favor of a
particular nominee will be counted toward such nominee's attaining a plurality
of votes. Shares of Common Stock present at the meeting that are not voted
for a particular nominee (including broker non-votes) and shares of Common
Stock present by proxy where the Stockholder properly withheld authority to
vote for such nominee will not be counted toward such nominee's attainment of
a plurality.
-6-
Shares of Common Stock represented by a valid, unrevoked GOLD proxy card
will be voted as specified. You may vote FOR the election of the Wyser-Pratte
Nominee or withhold authority to vote for the election of the Wyser-Pratte
Nominee by marking the proper box on the GOLD proxy card. If no specification
is made, such shares will be voted FOR the election of the Wyser-Pratte
Nominee. In addition, you may vote for the ratification of KPMG Peat Marwick
as the Company's independent accountants for the fiscal year ending May 31,
1996, or vote against or abstain from voting on the ratification of KPMG Peat
Marwick by marking the proper box on the GOLD proxy card. If no specification
is made, your shares will be voted FOR the ratification of KPMG Peat Marwick
as the Company's independent accounts.
If your shares are held in the name of a brokerage firm, bank or nominee,
only they can vote such shares and only upon receipt of your specific
instructions. Accordingly, please contact the person responsible for your
account and instruct that person to execute on your behalf the GOLD proxy
card.
Only holders of record of Common Stock on _________ __, 1995, the Record
Date established by the Board of Directors for the Annual Meeting, will be
entitled to vote at the Annual Meeting. If you are a Stockholder of record on
the Annual Meeting Record Date, you will retain the voting rights in
connection with the Annual Meeting even if you sell such shares after the
Annual Meeting Record Date. Accordingly, it is important that you vote the
shares of Common Stock held by you on the Annual Meeting Record Date, or grant
a proxy to vote such shares on the GOLD proxy card, even if you sell such
shares after such date.
Mr. Wyser-Pratte believes that it is in your best interest to elect the
Wyser-Pratte Nominee at the Annual Meeting. MR. WYSER-PRATTE STRONGLY
RECOMMENDS A VOTE FOR THE ELECTION OF THE WYSER-PRATTE NOMINEE.
GUY P. WYSER-PRATTE
________ __, 1995
-7-
Appendix A
INFORMATION CONCERNING PARTICIPANTS IN THE PROXY SOLICITATION
The following sets forth the name, business address, and the number of
shares of Common Stock of the Company beneficially owned by each of (i) the
Wyser-Pratte Nominee, (ii) Guy P. Wyser-Pratte, personally, and (iii)
investment partnerships and other managed accounts for which affiliates of
Wyser-Pratte & Co. are the General Partner or Investment Manager.
<TABLE>
<CAPTION>
Number of Shares
of Common Stock Percent
Business Beneficially of
Name Address Owned Class
<S> <C> <C> <C>
William M. Frazier Frazier & Oxley, L.C. _____ ____%
The St. James Mezzanine
401 Tenth Street
Huntington, West Virginia
25727
Guy P. Wyser-Pratte Wyser-Pratte & Co., Inc. 10,000 .030%
63 Wall Street
New York, New York
10005
Investment Wyser-Pratte & Co., Inc. 359,000(1) 1.09%
Partnerships 63 Wall Street
and Managed New York, New York
Accounts managed 10005
by affiliates of
Wyser-Pratte & Co.
<FN>
(1) Mr. Wyser-Pratte may be deemed beneficial owner as to the 359,000 shares
of Common Stock owned by investment partnerships and managed accounts
managed by affiliates of Wyser-Pratte & Co.
</TABLE>
A-1
<PAGE>
Appendix B
TRANSACTIONS IN SHARES OF THE HILLHAVEN CORPORATION
The following table sets forth information with respect to all purchases
and sales of shares of Common Stock of the Company by Mr. Wyser-Pratte and his
affiliates and the Wyser-Pratte Nominee during the past two years:
<TABLE>
<CAPTION>
No. of Shares
of Common Stock Price
Trade Date Purchased (Sold)(1) Per Share Total Price(2)
WYSER-PRATTE AND AFFILIATES:(3)
<S> <C> <C> <C>
1/27/95 10,000 26.2795 262,794.64
1/27/95 39,700 26.0945 1,035,950.22
1/27/95 10,000 26.1995 261,994.64
1/27/95 2,300 26.1045 60,040.27
1/27/95 13,000 26.0995 339,293.03
1/27/95 5,000 26.0995 130,497.32
1/27/95 24,800 26.1295 648,010.71
1/27/95 10,000 26.2795 262,794.64
1/27/95 2,500 26.2295 65,573.66
1/27/95 2,500 26.2795 65,698.66
1/27/95 20,200 26.0945 527,108.17
2/10/95 10,000 26.1759 261,758.92
2/10/95 39,700 26.0409 1,033,823.41
2/10/95 10,000 26.1459 261,458.92
2/10/95 2,300 26.0509 59,917.05
2/10/95 13,000 26.0459 338,596.60
2/10/95 5,000 26.0459 130,229.46
2/10/95 24,800 26.0759 646,682.12
2/10/95 10,000 26.1759 261,758.92
2/10/95 2,500 26.1759 65,439.73
2/10/95 2,500 26.2259 65,564.73
2/10/95 20,200 26.0409 526,026.02
2/27/95 199(4) 1.9100 38,099.00
2/27/95 11(4) 1.9350 2,128.50
2/27/95 64(4) 1.9150 12,256.00
2/27/95 125(4) 1.9250 24,062.50
2/27/95 101(4) 1.9100 19,291.00
2/28/95 15,000 24.0217 360,324.99
3/3/95 4,000 24.5250 98,100.00
3/3/95 4,000 24.5050 98,020.00
3/3/95 4,000 24.5250 98,100.00
3/3/95 1,000 24.5250 24,525.00
3/3/95 1,000 24.5250 24,525.00
3/9/95 10,000 26.2912 262,912.50
<CAPTION>
WILLIAM M. FRAZIER:(5)
<S> <C> <C> <C>
________ _______ $_______ $_________
_______________________
<FN>
(1) All transactions set forth in the table above were effected on the open
market.
(2) All prices are exclusive of commissions.
(3) The shares of Common Stock purchased by Mr. Wyser-Pratte and his
affiliates were purchased with their respective personal and partnership
funds.
(4) Such purchases were purchases of call options on shares of Common Stock.
(5) The shares of Common Stock purchased by Mr. Frazier was purchased with
his personal funds.
</TABLE>
<PAGE>
Appendix C
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, to the knowledge of Mr. Wyser-
Pratte based on a review of publicly available information, each person
reported to own beneficially more than 5% of the Company's outstanding Common
Stock.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of
of Beneficial Ownership of the Percent of
Beneficial Owner Company's Common Stock Class
<S> <C> <C>
National Medical Enterprises, Inc. 8,878,147(1) 27.00%
2700 Colorado Avenue
Santa Monica, California 90404
Wellington Management Company 2,600,706(2) 7.9%
75 State Street
Boston, Massachusetts 02109
_________________________________
<FN>
(1) National Medical Enterprises, Inc. has reported (in a Schedule 13D dated
March 6, 1995 and filed with the Securities and Exchange Commission)
that, as of that date, it had sole voting power and sole dispositive
power with respect to 8,878,147 shares.
(2) Wellington Management Company has reported (in a Schedule 13D dated
February 3, 1995 and filed with the Securities and Exchange Commission)
that, as of that date, it had shared voting power with respect to
1,112,895 shares and shared dispositive power with respect to 2,600,706
shares.
</TABLE>
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of August 8, 1994, with
respect to the beneficial ownership of shares of the Company's Common Stock by
the Company's Board of Directors, the Chief Executive Officer and the four next
most highly compensated executive officers and all directors and executive
officers as a group:(1)
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership of the
Name of Company's Common Percent
Beneficial Owner Stock of Class
<S> <C> <C>
Bruce L. Busby 510,734(2) 1.87%
Christopher J. Marker 342,231(3) 1.25%
Maris Andersons 8,700(6) *
Walter F. Beran 14,740(4) *
Peter de Wetter 13,080(4) *
Dinah Nemeroff 4,200(5) *
Jack O. Vance 10,000(4) *
Jeffrey M. McKain 106,270(7) *
Robert F. Pacquer 145,588(8) *
Edward L. Hiller 53,496(9) *
All Directors and Executive 1,359,755(10) 4.90%
Officers as a Group
_______________________
<FN>
* Less than 1%.
(1) Such information was obtained from the Company's 1994 Proxy dated
August 24, 1994.
(2) Includes options to purchase an aggregate of 16,326 shares of Common
Stock granted pursuant to the 1990 Stock Incentive Plan and options to
purchase an aggregate of 152,764 shares of Common Stock granted pursuant
to the Performance Investment Plan.
(3) Includes options to purchase an aggregate of 13,397 shares of Common
Stock granted pursuant to the 1990 Stock Incentive Plan and options to
purchase an aggregate of 120,938 shares of Common Stock granted pursuant
to the Performance Investment Plan.
(4) Includes options to purchase 8,000 shares of Common Stock granted
pursuant to the 1990 Directors Stock Option Plan.
(5) Includes options to purchase 4,000 shares of Common Stock granted
pursuant to the 1990 Directors Stock Option Plan.
(6) Includes 1,200 shares owned by spouse.
(7) Includes options to purchase an aggregate of 13,714 shares of Common
Stock graned pursuant to the 1990 Stock Incentive Plan and options to
purchase an aggregate of 44,556 shares of Common Stock granted pursuant
to the Performance Investment Plan.
(8) Includes options to purchase an aggregate of 5,004 shares of Common
Stock granted pursuant to the 1990 Stock Incentive Plan and options to
purchase an aggregate of 50,921 shares of Common Stock granted pursuant
to the Performance Investment Plan.
(9) Includes options to purchase an aggregate of 8,880 shares of Common
Stock granted pursuant to the 1990 Stock Incentive Plan and options to
purchase an aggregate of 38,191 shares of Common Stock granted pursuant
to the Performance Investment Plan. Excludes 20 shares held in spouse's
Individual Retirement Account and 820 shares held in own Individual
Retirement Account.
(10) Includes (a) options to purchase the aggregate amount of 68,858 shares
of Common Stock granted to certain executive officers pursuant to the
1990 Stock Incentive Plan, (b) options to purchase an aggregate of
483,751 shares of Common Stock granted pursuant to the Performance
Investment Plan, and (c) options to purchase 28,000 shares of Common
Stock granted pursuant to the 1990 Directors' Stock Option Plan.
</TABLE>
<PAGE>
YOUR VOTE IS EXTREMELY IMPORTANT
1. Please SIGN, MARK, DATE and MAIL your GOLD proxy card in the
enclosed postage-paid envelope. If you wish to vote for the
Wyser-Pratte Nominee, you must submit the enclosed GOLD proxy
card and must NOT submit the Company's white proxy card, even
if you wish to vote for any of the Company Nominees.
2. If you have already voted the Company's white proxy card, you
have every legal right to change your mind and vote FOR the
Wyser-Pratte Nominee on the GOLD proxy card. Only your latest
dated proxy card will count.
3. If your shares are held for you by a bank or brokerage firm,
only your bank or broker can vote your shares and only after
receiving your instructions. Please call your bank or broker
and instruct your representative to vote FOR the Wyser-Pratte
Nominee on the GOLD proxy card.
4. Time is short. Please vote today!
If you have questions or need assistance in voting your shares
or in changing your vote please contact _________________________
at the toll-free number listed below.
________________
__________________________
____________________________
____________________________
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PRELIMINARY COPY - MARCH 17, 1995
THE HILLHAVEN CORPORATION
ANNUAL MEETING OF STOCKHOLDERS _______ ___, 1995
THIS PROXY IS SOLICITED BY GUY P. WYSER-PRATTE
IN OPPOSITION TO THE BOARD OF DIRECTORS
The undersigned hereby appoints Guy P. Wyser-Pratte and _________,
individually, as proxies, with full power of substitution and resubstitution,
the attorney(s) and the proxy(ies) of the undersigned, to vote all shares the
undersigned may be entitled to vote, with all powers the undersigned would
possess if personally present at the Annual Meeting of Stockholders of The
Hillhaven Corporation, to be held on ____________, _________ 1995, and at any
adjournments or postponements thereof on the following matters, as instructed
below, and, in their discretion, on such other matters as may properly come
before the meeting, including any motion to adjourn or postpone the meeting,
all as more fully described in the Proxy Statement of Mr. Wyser-Pratte
dated _________ ___, 1995.
A vote "FOR" each proposal is recommended.
1. ELECTION OF DIRECTOR
[ ] FOR the nominee listed below [ ] WITHHOLD AUTHORITY to vote
for the nominee
William M. Frazier
(Continued, and to be SIGNED on the reverse side)
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2. APPOINTMENT OF KPMG PEAT MARKWICK AS INDEPENDENT ACCOUNTANTS
FOR THE FISCAL YEAR ENDING MAY 31, 1996:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. Unless otherwise specified, this
proxy will be voted "FOR" the election of Mr. Wyser-Pratte's nominee as
director, and "FOR" the appointment of KPMG Peat Marwick as independent
accountants. This proxy revokes all prior proxies given by the undersigned.
Please sign below exactly as your name appears on this Proxy Card.
If shares are registered in more than one name, all such persons should sign.
A corporation should sign in its full corporate name by a duly authorized
officer, stating full title. Trustees, guardians, executors and administrators
should sign in their official capacity, giving their full title as such. If a
partnership, please sign in the partnership name by authorized persons. This
Proxy Card votes all shares held in all capacities.
Dated ......................., 1995
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(Signature)
...................................
(Signature if held jointly)
....................................
(Title or authority (if applicable)
PLEASE SIGN, DATE AND MAIL THIS PROXY PROMPTLY
