As filed with the Securities and Exchange Commission on February 13,
1995
Registration No. 33-_________
_____________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_________________________________
THE HILLHAVEN CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 91-1459952
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
1148 Broadway Plaza, Tacoma, WA 98402
(Address of principal executive offices) (Zip Code)
THE HILLHAVEN CORPORATION
EMPLOYEE MONTHLY STOCK INVESTMENT PLAN
(Full title of the plans)
Richard P. Adcock
Senior Vice President, Secretary and General Counsel
The Hillhaven Corporation
1148 Broadway Plaza
Tacoma, Washington 98402
(Name and address of agent for service)
(206) 572-4901
(Telephone number, including area code, of agent for service)
<PAGE>
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed maximum Proposed maximum
securities Amount to be offering price aggregate Amount of
to be registered per share offering registration
registered <FN> (1) <FN> (1) price <FN> (1) fee
<S> <C> <C> <C> <C>
Common
Stock
($.75 par
value) 150,000 Not Applicable Not Applicable $1,344.84
and the
associated
preferred
stock
purchase
rights
<FN>
<F1> (1) Pursuant to Rule 457(h), the registration fee was computed on
the basis of the market value of the Hillhaven Corporation
common stock (and the associated preferred stock purchase
rights) in accordance with Rule 457(c) on the basis of the
average of the high and low prices per share of such stock on
the New York Stock Exchange on February 6, 1995.
</FN>
</TABLE>
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have been filed by The
Hillhaven Corporation (the "Company") with the Securities and
Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement, as of their respective
dates:
(a) The Company's Annual Report on Form 10-K for the
Fiscal Year ended May 31, 1994;
(b) The Company's Quarterly Reports on 10-Q for the
fiscal quarters ended August 31, 1994 and November 30, 1994; and
(c) The description of the Company's Common Stock and
the associated preferred stock purchase rights contained in the
Company's Registration Statement (No. 33-48755) on Form S-1 filed
with the Commission on June 19, 1992, as amended through the date
hereof and the description of amendments to the preferred stock
purchase rights contained in the Company's Forms 8-A/A filed with
the Commission on January 20, 1995 and on February 13, 1995. The
shares of Common Stock being registered hereby may be purchased
by participants in the Company's Employee Monthly Stock
Investment Plan in accordance with the terms of the plan. Any
shares purchased pursuant to the plan will be currently
outstanding and may be purchased in open market transactions,
from a grantor trust created by the Company as of January 16,
1995, or otherwise.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the respective dates of
filing of such documents.
Item 4. Description of Securities.
Not required.
Item 5. Interests of Named Experts
None.
<PAGE>
<PAGE>
Item 6. Indemnification of Directors and Officers
The Nevada General Corporation Law requires the Company
to indemnify officers and directors for any expenses incurred by
any officer or director in connection with any actions or
proceedings, whether civil, criminal, administrative, or
investigative, brought against such officer or director because
of his or her status as an officer or director, to the extent
that the director or officer has been successful on the merits or
otherwise in defense of the action or proceeding. The Nevada
General Corporation Law permits a corporation to indemnify an
officer or director, even in the absence of an agreement to do
so, for expenses incurred in connection with any action or
proceeding if such officer or director acted in good faith and in
a manner in which he or she reasonably believed to be in or not
opposed to the best interests of the corporation and such
indemnification is authorized by the stockholders, by a quorum of
disinterested directors, by independent legal counsel in a
written opinion authorized by a majority vote of a quorum of
directors consisting of disinterested directors or by independent
legal counsel in written opinion of a quorum of disinterested
directors cannot be obtained.
The Company has entered into agreements to indemnify its
directors and officers in addition to the indemnification
provided for in the Bylaws. These agreements, among other
things, indemnify the Company's directors and officers for
certain expenses (including attorneys' fees), judgments, fines
and settlement amounts incurred by such person in any action or
proceeding, including any action by or in the right of the
Company, on account of services as a director or officer of the
Company or as a director or officer of any subsidiary of the
Company, or as a director of any other company or enterprise that
the person provides services to at the request of the Company.
The Company believes that these provisions and agreements are
necessary to attract and retain qualified persons as directors
and officers.
The Company has obtained, at its expense, liability
insurance for its directors and officers. The insurance covers
certain liabilities of the Company's directors and officers
arising out of actions taken in their official capacities,
subject to certain exclusions. The current coverage limits of
the liability insurance are $10 million.
Item 7. Exemption from Registration Claimed.
None.
Item 8. Exhibits
See Exhibit Index.
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<PAGE>
Item 9. Undertakings
The Company hereby undertakes:
(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each post-effective amendment
to this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(d) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Tacoma, State of Washington, on February 13, 1995.
THE HILLHAVEN CORPORATION
By: /s/ Richard P. Adcock
Richard P. Adcock
Senior Vice President and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears in this Registration Statement in any capacity
hereby constitutes and appoints Bruce L. Busby, Chris Marker,
Robert F. Pacquer and Richard P. Adcock, and each of them, his
true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments), to this
Registration Statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto the
attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that the
attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.
<PAGE>
<PAGE>
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Bruce L. Busby Chief Executive February 13, 1995
Bruce L. Busby Officer, Chairman of
the Board and
Director
/s/ Chris Marker President and Director February 13, 1995
Chris Marker
/s/ Maris Andersons Director February 13, 1995
Maris Andersons
/s/ Walter F. Beran Director February 13, 1995
Walter F. Beran
/s/ Peter de Wetter Director February 13, 1995
Peter de Wetter
/s/ Dinah Jacobs Director February 13, 1995
Dinah Jacobs
/s/ Robert F. Pacquer Senior Vice President February 13, 1995
Robert F. Pacquer and Chief Financial
Officer
/s/ Jack O. Vance Director February 13, 1995
Jack O. Vance
/s/ Michael B. Weitz Vice President and February 13, 1995
Michael B. Weitz Principal Accounting
Officer
<PAGE>
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
4.1 Form of the Company's Common Stock
Certificate (incorporated by reference to
Exhibit 4.3 to the Company's Quarterly
Report on Form 10-Q for the quarter ended
November 30, 1989, as amended)
4.2 Amended Restated Articles of
Incorporation of the Company (incorporated
by reference to Exhibit J to Exhibit 2 to
the Company's Quarterly Report on Form
10-Q for the quarter ended November 30,
1991, as amended
4.3 Amended and Restated Bylaws of the Company
(incorporated by reference to Exhibit 3.02
to the Company's Annual report on Form
10-K for the fiscal year ended May 31,
1994
24.1 Consent of KPMG Peat Marwick LLP
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<PAGE>
EXHIBIT 24.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
The Hillhaven Corporation:
We consent to incorporation by reference in the Registration
Statement on Form S-8 of The Hillhaven Corporation of our report
dated July 8, 1994 relating to the consolidated balance sheets of
The Hillhaven Corporation and subsidiaries as of May 31, 1994 and
1993, and the related consolidated statements of operations, cash
flows and stockholders' equity for each of the years in the
three-year period ended May 31, 1994, and all related schedules,
which report appears in the May 31, 1994 Annual Report on Form
10-K of The Hillhaven Corporation.
Our report refers to a change in the method of accounting for
income taxes effective June 1, 1992.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Seattle, Washington
February 13, 1995
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