As filed with the Securities and Exchange Commission on January
10, 1995
Registration No. 33-_____
WASHINGTON, D.C. 20549
FORM S-3
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 (I.R.S. Employer
jurisdiction of Identification
incorporation or No.)
organization)
1148 Broadway Plaza
Tacoma, Washington 98402
(206) 572-4901
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
RICHARD P. ADCOCK
Senior Vice President,
Secretary and General Counsel
The Hillhaven Corporation
1148 Broadway Plaza
Tacoma, Washington 98402
(206) 572-4901
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the effective date of this
Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. / /
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, please check the following box. /X/
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Aggregate Fee
Registered Price Per Offering
Share Price
<F1>
<S> <C> <C> <C> <C>
Common Stock, 4,000,000 $21.3125 $85,250,000.00 $29,397.00
par value shares
$0.75 per
share
<FN>
<F1>
Based on the average of the high and low prices of the Company's
Common Stock on the New York Stock Exchange Composite Tape on January
6, 1995.
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933, as amended, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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SUBJECT TO COMPLETION, DATED JANUARY 10, 1995
PROSPECTUS
THE HILLHAVEN CORPORATION
Common Stock
This Prospectus covers the offering for resale of up to
4,000,000 shares (the "Shares") of common stock, par value $0.75
per share (the "Common Stock") of The Hillhaven Corporation
("Hillhaven" or the "Company") by the Selling Stockholders to be
named herein under "Selling Stockholders", who will acquire such
shares in connection with the acquisition by Hillhaven of nursing
facilities, pharmacies or related businesses or entities owning
nursing facilities, pharmacies or related businesses. Hillhaven
will not receive any proceeds from such resale.
The consideration for such acquisitions will consist of
Shares, cash, notes, or other evidences of debt, assumption of
liabilities or a combination thereof, as determined from time to
time by negotiations between the Company and the owners or
controlling persons of the facilities or businesses to be
acquired. It is anticipated that Shares issued in any such
acquisition will be valued at a price reasonably related to the
current market value of the Shares, either at the time the terms
of the acquisition are tentatively agreed upon, or at or about
the time of closing, or during the period or periods prior to
delivery of the Shares.
The Common Stock is listed on the New York Stock Exchange
under the symbol HIL.
The Shares covered by this Prospectus may be offered for
sale from time to time on the New York Stock Exchange or
otherwise, at prices then obtainable.
Certain persons who sell the Shares covered by this
Prospectus, and any broker or dealer to or through whom any such
person shall sell such securities, may be deemed to be
underwriters within the meaning of the Securities Act with
respect to the sale of such securities.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is ____________, 1995.
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
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or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "Commission") in Washington, D.C., a Registration
Statement on Form S-3 (together with all amendments and exhibits
and schedules thereto, hereinafter referred to as the
"Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Common Stock
offered by this Prospectus. This Prospectus, which constitutes a
part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the Rules and
Regulations of the Commission. For further information with
respect to the Company and the Common Stock, reference is made to
the Registration Statement. Statements contained in this
Prospectus as to the contents of any contract, agreement or other
document referred to are not necessarily complete; with respect
to each such contract, agreement or other document filed as an
exhibit to the Registration Statement or otherwise filed with the
Commission, reference is made to such contract, agreement or
other document for a complete description of the matter involved,
and each such statement shall be deemed qualified in its entirety
by such reference.
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Commission. Such
reports, proxy statements and other information and the
Registration Statement and exhibits and schedules thereto filed
by the Company with the Commission can be inspected and copied at
the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the regional offices of the Commission located at Seven
World Trade Center, 13th Floor, New York, New York 10048 and
500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies may also be obtained from the Public Reference
Section of the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Such reports, proxy statements and other information
filed on or before November 1, 1993 can also be inspected at the
offices of the American Stock Exchange, 86 Trinity Place, New
York, New York 10006. Such reports, proxy statements and other
information filed on or after November 2, 1993 can also be
inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the
Company with the Commission, are hereby incorporated in this
Prospectus by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended May 31, 1994;
2. Quarterly Report on Form 10-Q for the quarter ended
August 31, 1994;
3. Current Report on Form 8-K dated as of October 12,
1994; and
4. The descriptions of the Company's Common Stock and of
the purposes and certain anti-takeover effects of certain
provisions of the Company's Amended and Restated Articles and
Bylaws and of the Rights Plan, which are contained in the
Company's Registration Statement on Form 10 filed with the
Commission on January 8, 1990, pursuant to Section 12 of the
Exchange Act, including any amendments or reports filed for the
purpose of updating such descriptions.
In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the termination of
this offering shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document that also is,
or is deemed to be, incorporated by reference herein modifies or
supersedes such statement. Any such statements so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
Hillhaven will provide without charge to each person to whom
a copy of this Prospectus is delivered, upon the request of any
such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such
documents). Written or telephone requests should be directed to:
The Hillhaven Corporation, 1148 Broadway Plaza, Tacoma,
Washington 98402, Attention: Secretary, (206) 572-4901.
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THE COMPANY
Hillhaven operates nursing centers, pharmacies and
retirement housing communities. Based upon the number of beds in
service and net operating revenues, the Company is the second
largest long term care provider in the United States and believes
that it is one of the leading providers of Alzheimer's care.
Pharmacy operations are conducted through the Company's wholly-
owned subsidiary, Medisave Pharmacies, Inc. ("Medisave").
The Company provides a wide range of diversified health care
services, including long term care and subacute medical and
rehabilitation services, such as wound care, oncology treatment,
brain injury care, stroke therapy and orthopedic therapy.
Subacute medical and rehabilitation services are offered at all
of the Company's nursing centers and are the fastest growing
component of the Company's nursing center operations. Hillhaven
believes that it is also one of the largest providers of
physical, occupational and speech therapies in the United States.
In addition, the Company currently provides long term care to
residents of the Company's nursing centers with Alzheimer's
disease through 61 Alzheimer's care units.
Unless the context otherwise requires, the terms "Hillhaven"
and the "Company" refer to The Hillhaven Corporation and its
consolidated subsidiaries. The Company was incorporated under
the laws of the state of Nevada in May 1989. Its principal
offices are located at 1148 Broadway Plaza, Tacoma, Washington
98402, and its telephone number is (206) 572-4901.
SELLING STOCKHOLDERS
This Prospectus has been prepared for use by the persons who
may receive Shares from the Company in acquisitions and who may
be entitled to offer such Shares under circumstances requiring
the use of a Prospectus (the "Selling Stockholders"). No Selling
Stockholders have yet been identified by the Company.
PLAN OF DISTRIBUTION
The Company is not aware of any plan of distribution with
respect to the Selling Stockholders. Distribution of the Shares
by the Selling Stockholders may be effected from time to time in
one or more transactions (which may involve block transactions)
(i) on the New York Stock Exchange, (ii) in the over-the-counter
market, (iii) in transactions otherwise than on such exchange or
in the over-the-counter market or (iv) in a combination of any
such transactions. Such transactions may be effected by the
Selling Stockholders at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices. The Selling Stockholders
may effect such transactions by selling Shares to or through
broker-dealers, and such broker-dealers may receive compensation
in the form of discounts or commissions from the Selling
Stockholders and may receive commissions from the purchasers of
Shares for whom they may act as agent.
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LEGAL MATTERS
The validity of the Common Stock offered hereby will be
passed upon for the Company by Richard P. Adcock, Senior Vice
President, Secretary and General Counsel of the Company. As to
matters governed by the laws of the State of Nevada, the
Company's General Counsel will rely on Woodburn and Wedge, One
East First Street, Suite 1600, Reno, Nevada.
As of November 30, 1994, Mr. Adcock owned 35,789 shares of
the Company's Common Stock, of which 13,742 are subject to
forfeiture under certain circumstances. In addition, Mr. Adcock
held options to purchase an additional 3,340 shares of the
Company's Common Stock pursuant to the 1990 Stock Incentive Plan
and options to purchase an aggregate of 184,590 shares of the
Company's Common Stock pursuant to the Performance Investment
Plan. Mr. Adcock also has an interest in 5,916 Performance
Shares (reflects 100% of the target award) awarded under the 1990
Stock Incentive Plan, which he is eligible to receive with
respect to the three-year periods ending May 31, 1995, May 31,
1996 and May 31, 1997.
EXPERTS
The consolidated financial statements and schedules of The
Hillhaven Corporation and its subsidiaries as of May 31, 1994 and
1993 and for each of the years in the three year period ended
May 31, 1994, in the Company's annual report on Form 10-K, have
been incorporated by reference herein in reliance upon the report
of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The report of KPMG Peat Marwick LLP covering the May 31,
1994 consolidated financial statements refers to a change in the
method of providing income taxes by adopting Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes".
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<PAGE>
No person has been authorized to give any information or to
make any representation not contained in this Prospectus and, if
given or made, such information or representation must not be
relied upon as having been authorized. This Prospectus does not
constitute an offer of any securities other than the registered
securities to which it relates or an offer to any person in any
jurisdiction where such offer would be unlawful. The delivery of
this Prospectus at any time does not imply that information
herein is correct as of any time subsequent to its date.
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain Documents by Reference 3
The Company 4
Selling Stockholders 4
Plan of Distribution 4
Legal Matters 5
Experts 5
4,000,000 Shares
THE HILLHAVEN
CORPORATION
Common Stock
PROSPECTUS
___________, 1995
<PAGE>
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemized statement of the expenses (all
but the SEC fees are estimates) in connection with the issuance
and distribution of the Shares being registered hereunder. All
such expenses will be borne by the Company.
SEC filing fee $29,397.00
Accountants' fees and expenses 5,000.00
Legal fees and expenses 5,000.00
Miscellaneous 2,603.00
----------
Total $42,000.00
----------
----------
Item 15. Indemnification of Directors and Officers
Nevada law and the Company's Amended and Restated Articles
of Incorporation and Amended and Restated Bylaws permit
indemnification of directors and officers in terms sufficiently
broad to indemnify officers and directors under certain
circumstances for liabilities (including expense reimbursement)
arising under the Securities Act of 1933, as amended (the
"Securities Act"). The Company also maintains an indemnification
agreement with each of its directors and any officer designated
by the Company's Board of Directors insuring them against certain
liabilities incurred by them in the performance of their duties,
including liabilities under the Securities Act. In addition, the
Company has directors and officers liability insurance policies.
Item 16. Exhibits
The following Exhibits are filed or incorporated by
reference in this Registration Statement:
3.01 Amended and Restated Articles of Incorporation of
Registrant (Incorporated by reference to Exhibit J to
Exhibit 2 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended November 30, 1989, as amended)
3.02 Amended and Restated By-Laws of Registrant
(Incorporated by reference to Exhibit 3.02 to
Registrant's Annual Report on Form 10-K for the year
ended May 31, 1994)
5.01 Opinion of Richard P. Adcock*
5.02 Opinion of Woodburn and Wedge*
23.01 Consent of KPMG Peat Marwick LLP
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23.02 Consent of Richard P. Adcock (included in Exhibit
5.01)*
23.03 Consent of Woodburn and Wedge (included in Exhibit
5.02)*
24.01 Power of Attorney (included in signature page to the
Registration Statement)
* To be filed by Amendment.
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment 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.
(3) 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.
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(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 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.
(b) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant 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 claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant 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
Registrant 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.
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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-3, and has duly caused this Registration Statement to be signed
on its behalf by the undesigned, thereunto duly authorized, in
the City of Tacoma, State of Washington, on January 10, 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 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.
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 January 10, 1995
(Bruce L. Busby) Officer and Chairman
of the Board
/s/ WALTER F. BERAN Director January 10, 1995
(Walter F. Beran)
/s/ PETER DE WETTER Director January 10, 1995
(Peter de Wetter)
/s/ CHRIS MARKER President and January 10, 1995
(Chris Marker) Director
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/s/ DINAH JACOBS Director January 10, 1995
(Dinah Jacobs)
/s/ JACK O. VANCE Director January 10, 1995
(Jack O. Vance)
/s/ MARIS ANDERSONS Director January 10, 1995
(Maris Andersons)
/s/ ROBERT F. PACQUER Senior Vice President January 10, 1995
(Robert F. Pacquer) and Chief Financial
Officer
/s/ MICHAEL B. WEITZ Vice President and January 10, 1995
(Michael B. Weitz) Principal Accounting
Officer
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Exhibit List
Exhibit
No. Description
3.01 Amended and Restated Articles of Incorporation of
Registrant (Incorporated by reference to Exhibit J
to Exhibit 2 to Registrant's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1989,
as amended)
3.02 Amended and Restated By-Laws of Registrant
(Incorporated by reference to Exhibit 3.02 to
Registrant's Annual Report on Form 10-K for the
year ended May 31, 1994)
5.01 Opinion of Richard P. Adcock*
5.02 Opinion of Woodburn and Wedge*
23.01 Consent of KPMG Peat Marwick LLP
23.02 Consent of Richard P. Adcock (included in Exhibit
5.01)*
23.03 Consent of Woodburn and Wedge (included in Exhibit
5.02)*
24.01 Power of Attorney (included in signature page to
the Registration Statement)
* To be filed by Amendment.
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Exhibit 23.01
KPMG Peat Marwick LLP
Certified Public Accountants
3100 Two Union Square
601 Union Street
Seattle, WA 98101-2327
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
The Hillhaven Corporation:
We consent to incorporation by reference in the Registration
Statement on Form S-3 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 and to the reference to our
firm under the heading "Experts" in the prospectus.
Our report refers to a change in the method of accounting for
income taxes effective June 1, 1992.
/s/ KPMG Peat Marwick LLP
Seattle, Washington
January 10, 1995
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