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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
The Hillhaven Corporation, a Nevada corporation
(Name of Issuer)
Common Stock, Par Value $0.75 per share
(Title of Class of Securities)
431576 10 7
(CUSIP Number)
National Medical Enterprises, Inc. Attn: Scott M. Brown
2700 Colorado Avenue Senior Vice President
Santa Monica, CA 90404 (310) 998-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 28, 1994
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the
following box / /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filed out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following page(s))
Page 1 of 11
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CUSIP No. 431576 10 7 13D
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above Person
National Medical Enterprises, Inc. ("NME"). I.R.S. No.: 95-2557091
2. Check the appropriate box if a member of a group* (a) / /
(b) / X /
As of March 8, 1994, NME beneficially owns 8,878,147 shares of
Hillhaven Common Stock through (i) its direct 100% ownership of NME
Properties Corp., which owns 6,000,000 shares, and (ii) its indirect
100% ownership of NME Properties, Inc., which owns 2,878,147 shares.
NME Properties, Inc. is 100% owned by NME Properties Corp. and NME
Property Holding Co., Inc., which is 100% owned by NME Properties
Corp. NME is the beneficial owner and has the ultimate power to
direct the voting and the disposition of the shares.
3. SEC use only
4. Source of funds* OO
5. Check box if disclosure of legal proceeding is
required pursuant to items 2(d) or 2(e) / X /
6. Citizenship or place of organization: Nevada
7. Sole voting power: 8,878,147. NME Properties Corp.
holds 6,000,000 shares and NME Properties, Inc.
holds 2,878,147 shares. Both NME Properties Corp.
and NME Properties, Inc. are wholly-owned
subsidiaries of NME. NME is the beneficial owner
and has the ultimate power to direct the voting and
the disposition of such shares.
Number of Shares
Beneficially 8. Shared voting power
Owned by Each
Reporting 9. Sole dispositive power: 8,878,147. NME Properties Corp.
Person With holds 6,000,000 shares and NME Properties, Inc.
holds 2,878,147 shares. Both NME Properties Corp.
and NME Properties, Inc. are wholly-owned
subsidiaries of NME. NME is the beneficial owner
and has the ultimate power to direct the voting and
the disposition of such shares.
10. Shared dispositive power
11. Aggregate amount beneficially owned by each reporting person: 8,878,147
12. Check box if the aggregate amount in row (11) excludes certain shares* / /
13. Percent of class represented by amount in row (11): 32.9%
14. Type of reporting person*: CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 11
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Item 1. Security and Issuer.
The class of equity securities to which this Amendment No. 1 to
Schedule 13D (the "Amendment") relates is the common stock, par value $.75
per share (the "Common Stock") of The Hillhaven Corporation, a Nevada
corporation ("Hillhaven"). The principal executive offices of Hillhaven are
located at 1148 Broadway Plaza, Tacoma, Washington 98401-2263.
Item 2. Identity and Background.
This statement is being filed by National Medical Enterprises, Inc., a
Nevada corporation ("NME"). The principal executive offices of NME are
located at 2700 Colorado Avenue, Santa Monica, California 90404. NME is an
investor-owned health care company providing general hospital health care
services both domestically and abroad. NME also currently operates
psychiatric facilities, substantially all of which it intends to sell and
which are reported as a discontinued business.
The controlling persons of NME are the members of its board of
directors and its executive officers. The name, business address, present
principal occupation or employment and citizenship of each director and
executive officer of NME are set forth on Exhibit 1 to this Amendment and
are incorporated herein by this reference.
During the last five years, neither NME, nor to the best of its
knowledge, any director, executive officer or controlling person of NME, has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
During the last five years, neither NME, nor to the best of its
knowledge, any director, executive officer or controlling person of NME, has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding has been or is
subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws, except
as set forth in the next paragraph.
In 1989, the Securities and Exchange Commission (the "SEC") filed a
civil action against William Banowsky, an Executive Vice President of NME,
alleging a securities violation. Without admitting the allegation, he
consented to an injunction and caused to be paid penalties and insider
trading profits of others.
Item 3. Source and Amount of Funds or Other Consideration.
This Amendment relates to the exercise of a warrant (the "Warrant")
issued to NME by Hillhaven pursuant to that certain Warrant and Registration
Rights Agreement (the "Warrant Agreement"), dated as of January 31, 1990,
among NME, Hillhaven and Manufacturers Hanover Trust Company of California,
as Warrant Agent. On January 27, 1994, NME assigned the Warrant to its
wholly-owned subsidiary, NME Properties Corp. After giving effect to the 5
for 1 reverse stock split of the Hillhaven Common Stock that occurred in
September, 1993, the
Page 3 of 11
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Warrant entitled NME Properties Corp. to purchase 6,000,000 shares of
Hillhaven Common Stock at $10.55 per share, for a total exercise price of
$63,300,000.00.
On February 28, 1994, NME Properties Corp. exercised the Warrant and
paid the exercise price by tendering 63,300 shares of Hillhaven's non-voting
Series D Preferred Stock (the "Series D Stock"). The Series D Stock was
redeemable by its terms at $1,000.00 per share and expressly provided that
the proceeds of the redemption could be applied toward the $63,300,000.00
exercise price of the Warrant.
Item 4. Purpose of Transaction.
The decision to exercise the Warrant was made in order for NME to
convert its derivative interest in 6,000,000 shares of Hillhaven Common
Stock into a direct ownership interest in such shares.
NME presently intends to continue to hold the Common Stock as an
investment. NME has no present intention to acquire or dispose of any
additional Hillhaven Common Stock. NME will, however, continually review
its investment in Hillhaven and may in the future change its present
intention. In reaching any conclusion as to a course of action, NME will
take into consideration various factors, such as Hillhaven's and NME's
business and prospects, other developments concerning Hillhaven and NME,
other business opportunities available to NME and general economic, monetary
and stock market conditions.
Except as otherwise described in this Item 4, NME does not have any
present specific plans or proposals that relate to or would result in any of
the following: (i) the acquisition by any person of additional securities of
Hillhaven or the disposition of securities of Hillhaven, (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving Hillhaven or any of its subsidiaries, (iii) a sale or
transfer of a material amount of assets of Hillhaven or any of its
subsidiaries, (iv) any change in the present Board of Directors or
management of Hillhaven, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the Board
of Directors, (v) any material change in the present capitalization or
dividend policy of Hillhaven, (vi) any other material change in Hillhaven's
business or corporate structure, (vii) changes in Hillhaven's Amended and
Restated Articles of Incorporation, Bylaws or other instruments
corresponding thereto or other actions that may impede the acquisition of
control of Hillhaven by any person, (viii) causing a class of securities of
Hillhaven to be delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (ix) a class of equity
securities of Hillhaven becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended, or (x) any action similar to those enumerated above. NME may at
any time, however, propose any of the foregoing that it considers desirable.
Page 4 of 11
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Item 5. Interest in Securities of the Issuer.
(a) As of March 8, 1994, NME beneficially owns 8,878,147 shares of
Hillhaven Common Stock through (i) its direct 100% ownership of NME
Properties Corp., which owns 6,000,000 shares, and (ii) its indirect 100%
ownership of NME Properties, Inc., which owns 2,878,147 shares. NME
Properties, Inc. is 100% owned by NME Properties Corp. and NME Property
Holding Co., Inc., which is 100% owned by NME Properties Corp. Based on the
number of shares of Hillhaven Common Stock outstanding as disclosed in
Hillhaven's most recent available filing with the SEC, the 8,878,147 shares
represent 32.9% of Hillhaven's outstanding Common Stock.
Exhibit 2 to this Amendment sets forth, to the best knowledge of NME,
the number of shares of Hillhaven Common Stock owned by each of the
directors and executive officers of NME and the percentage of the
outstanding shares of Hillhaven Common Stock such ownership represents. NME
does not have voting power or investment power with respect to the shares of
Hillhaven Common Stock owned by its directors and executive officers and
expressly disclaims beneficial ownership thereof.
(b) NME, acting through its wholly-owned subsidiaries, NME
Properties Corp. and NME Properties, Inc., possesses sole power to vote or
direct the voting of and to dispose or direct the disposition of 8,878,147
shares of Hillhaven Common Stock.
To the best knowledge of NME, except as set forth in Exhibit 1 hereto,
each of the directors and executive officers of NME who holds shares of
Hillhaven Common Stock possesses sole power to vote or direct the voting of
and to dispose or direct the disposition of the shares of Hillhaven Common
Stock held by each.
(c) On January 27, 1994, NME assigned the Warrant to NME Properties
Corp. On February 28, 1994, NME Properties Corp. exercised the Warrant and
acquired the 6,000,000 shares of Hillhaven Common Stock.
Exhibit 2 to this Amendment describes all transactions relating to
Hillhaven Common stock effected by the directors and executive officers of
NME during the 60 days prior to the filing of this Amendment.
(d) Except for the record holders of the shares, NME Properties
Corp. and NME Properties, Inc., NME is unaware of any person possessing the
right to receive or the power to direct receipt of dividends from, or the
proceeds from the sale of, such securities.
To the best knowledge of NME, except as set forth in Exhibit 2 hereto,
each of the directors and executive officers of NME has the sole right to
receive or the power to direct the receipt of dividends from, and the
proceeds from the sale of, the shares reflected on Exhibit 2.
(e) Not applicable.
Page 5 of 11
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The 8,878,147 shares of Hillhaven Common Stock are held by NME
Properties Corp. and NME Properties, Inc., both wholly owned subsidiaries of
NME. NME is the beneficial owner of the shares and has the ultimate power
to direct the voting and the disposition of the shares.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Directors and Executive Officers of NME
Exhibit 2 Ownership of Hillhaven Common Stock by Directors and
Executive Officers of NME and Transactions in Hillhaven
Common Stock by Directors and Executive Officers of NME
During the 60 Days prior to the Filing of this Amendment
Signature. After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: March 9, 1994 National Medical Enterprises, Inc.
By: /Scott M. Brown/
Name: Scott M. Brown
Title: Senior Vice President and Secretary
The following entities are signing solely to acknowledge they are
the wholly-owned subsidiaries of NME that directly or indirectly own the
shares of Hillhaven Common Stock of which NME is the beneficial owner:
Dated: March 9, 1994 NME Properties Corp.
(formerly known as The Hillhaven Corporation,
a Tennessee corporation)
By: /Scott M. Brown/
Name: Scott M. Brown
Title: Vice President
Dated: March 9, 1994 NME Properties Inc.
(formerly known as Hillhaven, Inc.)
By: /Scott M. Brown/
Name: Scott M. Brown
Title: Vice President
Dated: March 9, 1994 NME Property Holding Co., Inc.
(formerly known as HH Holding Co., Inc.)
By: /Scott M. Brown/
Name: Scott M. Brown
Title: Vice President
Page 6 of 11
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EXHIBIT INDEX
Item No. Description
Exhibit 1 Directors and Executive Officers of NME
Exhibit 2 Ownership of Hillhaven Common Stock by
Directors and Executive Officers of NME and
Transactions in Hillhaven Common Stock by
Directors and Executive Officers of NME During
the 60 Days prior to the Filing of this
Amendment
Page 7 of 11
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EXHIBIT 1
DIRECTORS AND EXECUTIVE OFFICERS OF NME
Set forth below is the name, business address, position and principal
occupation or employment of each director and executive officer of NME.
Each individual identified below is a citizen of the United States.
A. Directors
Name Position and Business Address
Jeffrey C. Barbakow Chairman and Chief Executive Officer
National Medical Enterprises, Inc.
2700 Colorado Avenue
Santa Monica, CA 90404
John C. Bedrosian Private Investor
10990 Wilshire Boulevard
Suite 250
Los Angeles, CA 90024
Bernice Bratter Executive Director
Senior Health and Peer Counseling
2125 Arizona
Santa Monica, California 90404
Maurice J. DeWald Chairman and Chief Executive Officer
Verity Financial Group, Inc.
19100 Van Karman Avenue, Suite 350
Irvine, CA 92715-1541
Peter de Wetter (1) Director
c/o National Medical Enterprises, Inc.
2700 Colorado Avenue
Santa Monica, CA 90404
Edward Egbert, M.D. Retired Private Physician
c/o National Medical Enterprises, Inc.
2700 Colorado Avenue
Santa Monica, CA 90404
Michael H. Focht, St. President and Chief Operating Officer
National Medical Enterprises, Inc.
2700 Colorado Avenue
Santa Monica, CA 90404
Raymond A. Hay Chairman and Chief Executive Officer
Aberdeen Associates
5956 Sherry Lane, Suite 902
Dallas, Texas 75225-6522
(1) Mr. de Wetter also is a Director of Hillhaven.
Page 8 of 11
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Nita P. Heckendorn Businessperson
3751 Normandy Drive
La Canada, California 91011
Lester B. Korn Chairman and Chief Executive Officer
Korn Tuttle Capital Group
1800 Century Park East, Suite 1100
Los Angeles, California 90067-1503
James P. Livingston Private Investor
c/o National Medical Enterprises, Inc.
2700 Colorado Avenue
Santa Monica, CA 90404
Richard S. Schweiker President
American Council of Life Insurance
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2599
B. Executive Officers
Name Position and Business Address
Jeffrey C. Barbakow Chairman and Chief Executive Officer
National Medical Enterprises, Inc.
2700 Colorado Avenue
Santa Monica, CA 90404
Michael H. Focht, St. President and Chief Operating Officer
National Medical Enterprises, Inc.
2700 Colorado Avenue
Santa Monica, CA 90404
Maris Andersons (1) Executive Vice President and Treasurer
National Medical Enterprises, Inc.
2700 Colorado Avenue
Santa Monica, CA 90404
William S. Banowsky Executive Vice President
National Medical Enterprises, Inc.
2700 Colorado Avenue
Santa Monica, CA 90404
Raymond L. Mathiasen Senior Vice President and Chief Financial Officer
National Medical Enterprises, Inc.
2700 Colorado Avenue
Santa Monica, CA 90404
Scott M. Brown Senior Vice President and Secretary
National Medical Enterprises, Inc.
2700 Colorado Avenue
Santa Monica, CA 90404
(1) Mr. Andersons also is a Director of Hillhaven.
Page 9 of 11
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EXHIBIT 2
OWNERSHIP OF HILLHAVEN COMMON STOCK BY DIRECTORS AND EXECUTIVE OFFICERS OF
NME AND TRANSACTIONS IN HILLHAVEN COMMON STOCK BY DIRECTORS AND EXECUTIVE
OFFICERS OF NME DURING THE 60 DAYS PRIOR TO THE FILING OF THIS AMENDMENT
1. Ownership of Hillhaven Common Stock by Directors
and Executive Officers of NME
A. Directors
Name Number Percent of Class
Jeffrey C. Barbakow (1) 1,960 *
John C. Bedrosian 0 0
Bernice Bratter 0 0
Maurice J. DeWald 0 0
Peter de Wetter (2) 13,080 *
Edward Egbert, M.D. 20,000 *
Michael H. Focht, Sr. 0 0
Raymond A. Hay 40 0
Nita P. Heckendorn 10,000 *
Lester B. Korn (3) 14,000 *
James P. Livingston 16,090 *
Richard S. Schweiker 60 *
* Less than 1%
(1) Includes 1,000 shares held as custodian for minor children.
(2) Includes options to acquire 8,000 additional shares.
(3) Includes options to acquire 8,000 additional shares.
Page 10 of 11
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B. Executive Officers
Name Number Percent of Class
Jeffrey C. Barbakow (1) 1,960 *
Michael H. Focht, Sr. 0 0
Maris Andersons (2) 8,700 *
William S. Banowsky 60 *
Scott M. Brown 0 0
Raymond L. Mathiasen 10,100 *
* Less than 1%
(1) Includes 1,000 shares held as custodian for minor children.
(2) Includes 1,200 shares held by his spouse.
2. Transactions in Hillhaven Common Stock by Directors and Executive
Officers of NME During the 60 Days Prior to the Filing of this
Amendment
A. Directors
Name Transaction
Peter de Wetter On January 5, 1994, Mr. de Wetter transferred
3,000 shares to a charitable trust.
Nita P. Heckendorn On February 3, 1994, Ms. Heckendorn sold 4,053
shares for $19.875 per share through a broker.
B. Executive Officers
NO TRANSACTIONS
Page 11 of 11
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
THE HILLHAVEN CORPORATION (a Nevada corporation)
(Name of Issuer)
Common Stock, Par Value $0.15 Per Share
(Title of Class of Securities)
431576 10 7
(CUSIP Number)
National Medical Enterprises, Inc. Attn. Marcus E. Powers, Esq.
2700 Colorado Avenue Sr. Vice Pres. and Gen. Counsel
Santa Monica, CA 90404 (213) 315-8416
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 31, 1990
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the
following box / /.
Check the following box if a fee is being paid with the statement /X/. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following pages)
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CUSIP No. 636886 10 3 13D Page 2 of Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National Medical Enterprises, Inc. 95-2557091
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /X/
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7. SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 44,390,737 (14,390,737 owned by
EACH Hillhaven Inc. and warrants for 30,000,000)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH
10. SHARED DISPOSITIVE POWER
44,390,737 (14,390,737 owned by
Hillhaven Inc. and warrants for 30,000,000)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,390,737
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 13D Page 3 of Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Hillhaven Corporation 62-0725891
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
7. SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 44,390,737**
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 10. SHARED DISPOSITIVE POWER
44,390,737**
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,390,737**
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** 14,390,737 shares owned by Hillhaven Inc. and warrants owned by National
Medical Enterprises, Inc. for 30,000,000 shares. HH Holding Co., Inc. and
The Hillhaven Corporation (a Tennessee corporation) together own 100% of the
outstanding stock of Hillhaven Inc. Accordingly, each is listed as
beneficially owning all of the shares of the Issuer owned by Hillhaven Inc.
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CUSIP No. 13D Page 4 of Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HH HOlding Co., Inc. 91-1172506
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 44,390,737**
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 10. SHARED DISPOSITIVE POWER
44,390,737**
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,390,737**
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** 14,390,737 shares owned by Hillhaven Inc. and warrants owned by National
Medical Enterprises, Inc. for 30,000,000 shares. HH Holding Co., Inc. and
The Hillhaven Corporation (a Tennessee corporation) together own 100% of the
outstanding stock of Hillhaven Inc. Accordingly, each is listed as
beneficially owning all of the shares of the Issuer owned by Hillhaven Inc.
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CUSIP No. 13D Page 5 of Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hillhaven Inc. 91-0628039
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 44,390,737**
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 10. SHARED DISPOSITIVE POWER
44,390,737**
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,390,737**
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** 14,390,737 owned and warrants owned by National Medical Enterprises,
Inc. for 30,000,000.
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Item 1. Security and Issuer.
The class of equity securities to which this Statement relates
is the common stock, par value $0.15 per share (the "Common Stock"), of The
Hillhaven Corporation, a Nevada corporation ("New Hillhaven").
The principal executive offices of New Hillhaven are located at
1148 Broadway Plaza, Tacoma, Washington 98401-2264.
Item 2. Identity and Background.
This Statement is being filed by National Medical Enterprises,
Inc., a Nevada corporation ("NME"); The Hillhaven Corporation, a Tennessee
corporation ("Old Hillhaven") and a wholly-owned direct subsidiary of NME;
HH Holding Co., Inc., a Delaware corporation ("Holding") and a wholly-owned
direct subsidiary of Old Hillhaven; and Hillhaven Inc., a Delaware
corporation, of which Old Hillhaven and Holding own all the outstanding
stock.
The principal businesses of NME and its subsidiaries consist
primarily of general and specialty hospital operations (the latter of which
includes NME's rehabilitation hospitals, psychiatric hospitals and substance
abuse facilities). NME's business operations are located in numerous states
of the United States as well as abroad.
The principal executive offices of NME, Old Hillhaven, Holding
and Hillhaven Inc. are located at 2700 Colorado Avenue, Santa Monica,
California 90404.
6
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(a) - (c) The controlling persons of NME are the members of its
Board of Directors acting as such. As indicated above, Old Hillhaven,
Holding and Hillhaven Inc. are each a direct or indirect wholly-owned
subsidiary of NME. The name, business address, present principal occupation
or employment and citizenship of each director and executive officer of NME,
Old Hillhaven, Holding and Hillhaven Inc. are set forth in Exhibit 1 to this
Schedule 13D and incorporated herein by reference.
(d) During the last five years, none of NME, Old Hillhaven,
Holding, Hillhaven Inc. or, to the best of their knowledge, any director,
executive officer or controlling person of NME, Old Hillhaven, Holding or
Hillhaven Inc. has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, none of NME, Old Hillhaven,
Holding, Hillhaven Inc. or, to the best of their knowledge, any director,
executive officer or controlling person of NME, Old Hillhaven, Holding or
Hillhaven Inc. has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding has been or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws, except as set forth in the next paragraph.
In 1989 the Securities and Exchange Commission filed a civil
action against Dr. William Banowsky, a director and Executive
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Vice President of NME, alleging that Dr. Banowsky improperly transmitted
non-public information to others in connection with the purchase and sale of
securities of a corporation unrelated to NME. Without admitting any
culpability, Dr. Banowsky consented to an injunction, which was issued by
the United States District Court for the Central District of California,
enjoining him from engaging in similar acts, practices and courses of
business in the future. Such Court also ordered Dr. Banowsky to disgorge
the profits derived by others from the alleged activities and to pay civil
penalties.
Item 3. Source and Amount of Funds or Other Consideration.
New Hillhaven was organized in 1989 in connection with a plan by
NME to transfer substantially all of its long term care operations to New
Hillhaven and to distribute shares of New Hillhaven stock to NME common
shareholders. Such long term care operations had been conducted by NME
through Old Hillhaven.
Pursuant to the aforementioned plan, NME and certain NME
subsidiaries transferred to New Hillhaven a significant portion of the
assets of NME's long term care operations (including the stock of certain
subsidiaries) and related liabilities in exchange for 95,938,245 shares of
Common Stock (1,000 shares of which had been issued in connection with the
organization of New Hillhaven) and ten-year warrants to purchase an
additional 30,000,000 shares of Common Stock (the "Warrants"). NME retained
ownership of certain long term care facilities which have been leased to a
New Hillhaven
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subsidiary. Upon completion of such transfers on January 31, 1990,
81,547,508 shares of Common Stock (constituting approximately 85% of the
then outstanding shares) were delivered to Manufacturers Hanover Trust
Company, as distribution agent, for distribution to NME shareholders of
record as of the close of business on January 12, 1990 (the "Distribution").
The distribution ratio was one share of Common Stock for each share of NME
Common Stock. The 14,390,737 shares of Common Stock retained by NME are
held by Hillhaven Inc. and the Warrants are held by NME directly.
Item 4. Purpose of Transaction.
NME's decision to distribute to its common shareholders NME's
interest in its nursing home, pharmacy and retirement housing center
operations in the United States was made by NME's Board of Directors after
evaluating various alternatives intended to increase the long-term value of
such shareholders' investment in NME. NME's Board of Directors believes
that the Distribution will permit NME to focus its resources on the growth
of its specialty and general hospital operations, while allowing New
Hillhaven to pursue its primary goals as a separate public company. NME has
retained an equity interest in New Hillhaven to permit NME to participate in
any future growth of New Hillhaven.
NME, Old Hillhaven, Holding and Hillhaven Inc. presently intend
that NME and Hillhaven Inc. will hold their respective Warrants and shares
of Common Stock as an investment, and none of NME, Old Hillhaven, Holding or
Hillhaven Inc. has any present
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intention of acquiring additional New Hillhaven equity securities (other
than the possible acquisition of Common Stock pursuant to the exercise of
the Warrants or the acquisition of shares of Series A Preferred Stock of New
Hillhaven in the event that the stock purchase rights associated with the
Common Stock should become exercisable) or of disposing of any New Hillhaven
securities.
NME, Old Hillhaven, Holding and Hillhaven Inc. will continually review their
investment in New Hillhaven and may in the future change their present
intentions. In reaching any conclusion as to a course of action, NME, Old
Hillhaven, Holding and Hillhaven Inc. will take into consideration various
factors, such as New Hillhaven's business and prospects, other developments
concerning New Hillhaven, other business opportunities available and general
economic, monetary and stock market conditions.
New Hillhaven's Board of Directors consists of eight persons,
including four who are currently serving as directors and/or officers of
NME. Richard K. Eamer, Chairman and Chief Executive Officer and a director
of New Hillhaven, is also the Chairman and Chief Executive Officer and a
director of NME; and Leonard Cohen, Vice Chairman and Deputy Chief Executive
Officer and a director of New Hillhaven, is also the President and Chief
Operating Officer and a director of NME.
For a description of certain contractural arrangements between
NME and New Hillhaven, see Item 6.
Except as otherwise described in this Item 4, none of NME, Old
Hillhaven, Holding or Hillhaven Inc. has any present
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specific plans or proposals which relate to or would result in any of the
following: (i) the acquisition by any person of additional securities of
New Hillhaven or the disposition of securities of New Hillhaven; (ii) an
extraordinary corporate transaction, such as a merger, reorganization, or
liquidation, involving New Hillhaven or any of its subsidiaries; (iii) a
sale or transfer of a material amount of assets of New Hillhaven or any of
its subsidiaries; (iv) any change in the present Board of Directors or
management of New Hillhaven, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the Board;
(v) any material change in the present capitalization or dividend policy of
New Hillhaven; (vi) any other material change in New Hillhaven's business or
corporate structure; (vii) changes in New Hillhaven's Amended and Restated
Articles of Incorporation, By-Laws or other instruments corresponding
thereto or other actions which may impede the acquisition of control of New
Hillhaven by any person; (viii) causing a class of securities of New
Hillhaven to be delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (ix) a class of equity
securities of New Hillhaven becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (x) any action similar to any of those enumerated
above. However, NME, Old Hillhaven, Holding or Hillhaven Inc. may at any
time propose any of the foregoing which it considers desirable.
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Item 5. Interest in Securities of the Issuer,
(a) As of February 5, 1990 NME held (i) through Hillhaven
Inc., 14,390,737 shares of Common Stock, and (ii) directly, the Warrants
which are immediately exercisable for the purchase of 30,000,000 shares of
Common Stock. NME understands that on February 5, 1990 New Hillhaven issued
an aggregate of 6,670,195 shares of Common Stock in connection with
restricted share grants to key employees so that as of the close of business
on such date there were outstanding an aggregate of 102,608,440 shares of
Common Stock. Accordingly, assuming the exercise of the Warrants, NME
beneficially owned as of February 5, 1990 an aggregate of 44,390,737 shares
of Common Stock, or 33.5%, of the shares that would be outstanding giving
effect to the exercise of the Warrants. The interests of Old Hillhaven and
Holding in the shares of Common Stock held by Hillhaven Inc. are derived
exclusively by reason of their being wholly-owned intermediaries between NME
and Hillhaven Inc.
Each of the directors and executive officers of NME, Old
Hillhaven, Holding or Hillhaven Inc. who held shares of common stock, par
value $0.15 per share, of NME at the close of business on January 12, 1990
received shares of Common Stock in the Distribution. In addition, on
February 5, 1990 Richard K. Eamer and Leonard Cohen received restricted
share grants of 1,500,000 and 1,200,000 shares of Common Stock,
respectively, pursuant to the New Hillhaven 1990 Stock Incentive Plan (the
"1990 Plan"), which is described in Item 6 hereto. None of NME, Old
Hillhaven, Holding or
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Hillhaven Inc. has voting power or investment power with respect to the
shares owned by their executive officers and directors, and each expressly
disclaims beneficial ownership thereof.
Exhibit 2 to this Schedule 13D sets forth, to the best knowledge
of NME, Old Hillhaven, Holding and Hillhaven Inc., the number of shares of
Common Stock owned by each of the directors and executive officers of NME,
Old Hillhaven, Holding and Hillhaven Inc. as of February 5, 1990 and such
Exhibit is incorporated herein by reference. To the best knowledge of NME,
Old Hillhaven, Holding and Hillhaven Inc., the aggregate number of shares of
Common Stock held by the directors and executive officers NME, Old
Hillhaven, Holding and Hillhaven Inc. as of February 5, 1990 was 7,177,041,
which constituted 7.0% of the shares of Common Stock outstanding on that
date.
(b) Hillhaven Inc. has the power to vote or to dispose of the
shares of Common Stock held by it by reason of being the record holder of
the shares. Such power is shared, however, with its parent companies,
namely NME, Old Hillhaven, and Holding, which are beneficial owners of the
shares held by Hillhaven Inc. Old Hillhaven is a direct, and Holding is an
indirect, wholly-owned subsidiary of NME.
To the best knowledge of NME, Old Hillhaven, Holding and
Hillhaven Inc., except as set forth in Exhibit 2 hereto, each of the
directors and executive officers of NME, Old Hillhaven, Holding and
Hillhaven Inc. who holds shares of Common Stock has sole voting and
disposition power with respect to such shares.
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(c) See Items 3, 5(a) and 6 hereof for a description of the
transactions pursuant to which NME, Old Hillhaven, Holding and Hillhaven
Inc. acquired the shares of Common Stock and the Warrants initially held by
them, and pursuant to which NME distributed approximately 85% of such
shares to the holders of NME common stock. To the best knowledge of NME,
Old Hillhaven, Holding and Hillhaven Inc. (i) Items 3, 5(a) and 6 hereof set
forth a complete description of the transactions pursuant to which NME's,
Old Hillhaven's, Holding's and Hillhaven Inc.'s directors and executive
officers acquired shares of Common Stock and (ii) there have been no
dispositions of Common Stock by any of such persons.
(d) NME, Old Hillhaven, and Holding have the power to direct
the receipt of dividends from, and the proceeds from the sale of, the shares
of Common Stock held by Hillhaven Inc. by virtue of their controlling
positions with respect to Hillhaven Inc.
To the best knowledge of NME, Old Hillhaven, Holding and
Hillhaven Inc., except as set forth in Exhibit 2 hereto, each of the
directors and executive officers of NME, Old Hillhaven, Holding and
Hillhaven Inc. who holds shares of Common Stock has the sole right to
receive or the power to direct the receipt of dividends from, and the
proceeds of sale of, such shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
1990 Stock Incentive Plan
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The 1990 Plan provides that New Hillhaven may issue a number of
shares of Common Stock thereunder not exceeding 23,000,000. Key employees
of New Hillhaven (including executive officers and directors who are
employees of New Hillhaven) are eligible to participate in the 1990 Plan.
Awards which may be granted under the 1990 Plan include
incentive stock options, nonstatutory options, stock appreciation rights and
restricted share awards.
Generally, restricted shares of Common Stock may be granted
under the 1990 Plan, without charge, subject to forfeiture if continued
employment in a substantially equivalent or higher capacity for a specified
period or other conditions as the Committee may establish are not met.
During the restriction period recipients have the right to vote the
restricted shares and to receive dividends thereon.
With respect to incentive stock options granted under the 1990
Plan, the price payable for shares of Common Stock to be purchased upon
exercise of each such option may not be less than 100% of the fair market
value of the Common Stock on the date such option is granted. The price
payable for shares of Common Stock upon exercise of nonstatutory options
under the 1990 Plan may not be less than 50% of the fair market value of the
Common Stock on the date of grant.
Stock appreciation rights may be granted in tandem or not in
tandem with a stock option under the 1990 Plan. Stock appreciation rights
granted in tandem with an option are
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exercisable only to the extent the related option is exercisable and will
terminate upon the expiration of the related option. Options and stock
appreciation rights granted not in tandem with an option may be exercised
during a term of not more than fifteen years from the date of grant, except
that incentive stock options are exercisable during a term of not more than
five years under certain circumstances. Amounts payable pursuant to stock
appreciation rights may be paid in shares of Common Stock or, in the sole
discretion of the Compensation Committee of New Hillhaven, in cash or a
combination of cash and shares of Common Stock.
Messrs. Richard K. Eamer and Leonard Cohen, Chairman and Chief
Executive Officer and President and Chief Operating Officer, respectively,
of NME, are eligible to participate in the 1990 Plan by reason of their
being executive officers of New Hillhaven. See also the information under
"Employment Agreements" in this Item 6.
A copy of the 1990 Plan is filed herewith as Exhibit 4 to this
Schedule 13D and is incorporated herein by reference.
Warrant and Registration Rights Agreement
NME, New Hillhaven and Manufacturers Hanover Trust Company of
California, as Warrant Agent, entered into a Warrant and Registration Rights
Agreement dated as of the Distribution Date providing, among other things,
for the issuance to NME of the Warrants entitling it to purchase an
aggregate of 30 million shares of Common Stock. The initial purchase price
for each share of Common Stock purchased upon exercise of the Warrants is
$2.11. The purchase price and the number of shares of Common Stock covered by
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the Warrants are subject to adjustment upon the occurrence of certain events
specified in the Warrant and Registration Rights Agreement to protect the
exercise right against dilution. The Warrants expire on January 31, 2000.
The Warrant and Registration Rights Agreement provides for
certain registration rights, both demand and participation, at any time
through January 31, 2005 with respect to shares of Common Stock retained by
NME in connection with the Distribution or purchasable upon exercise of the
Warrants (collectively, "Covered Shares"). The Warrant and Registration
Rights Agreement gives NME unlimited demand registration rights so long as
at least 100,000 shares are proposed to be covered thereby, but not more
than one in any six-month period, and unlimited participation registration
rights in connection with any registration by New Hillhaven of a proposed
offering of New Hillhaven securities by it or any stockholder of New
Hillhaven (other than NME). If NME transfers Warrants or Covered Shares
other than in a public offering, the transferee of such Covered Shares
and/or Warrants will be entitled to the same participation registration
rights as NME thereunder, unless the number of shares of Common stock held
by such transferee, or the number of shares of Common Stock purchasable upon
the exercise of Warrants held by such transferee, is less than 100,000
shares.
A copy of the Warrant and Registration Rights Agreement is filed
herewith as Exhibit 5 to this Schedule 13D and is incorporated herein by
reference.
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Employment Agreements
On February 5, 1990 Richard K. Eamer, Chairman and Chief
Executive Officer and a director of NME, and Leonard Cohen, President and
Chief Operating Officer and a director of NME, received 1,500,000 and
1,200,000 restricted shares of Common Stock pursuant to the 1990 Plan as
aforesaid, the terms and conditions of such grants being further detailed in
the Employment Agreement between each such officer and New Hillhaven (each
an "Employment Agreement"; collectively, the "Employment Agreements").
Restricted shares received by Messrs. Eamer and Cohen pursuant
to the 1990 Plan and their respective Employment Agreements vest in five
equal annual installments beginning January 5, 1991 for so long as the
respective officer remains in the employ of New Hillhaven. All stock
options and restricted shares granted to Messrs. Eamer and Cohen, including
the aforementioned restricted shares, will immediately vest upon the
occurrence of certain events specified in the Employment Agreement of each
such officer.
The Employment Agreements will expire on January 31, 1995.
Copies of the Employment Agreement of Richard K. Eamer and the
Employment Agreement of Leonard Cohen have been filed herewith as Exhibits
19 and 20, respectively, to this Schedule 13D and are incorporated herein by
reference.
Director' Stock Option Plan
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New Hillhaven has adopted a Directors' Stock Option Plan (the
"Directors' Plan") in which directors who are not officers or employees of
New Hillhaven participate. Under the Directors' Plan, all members of the
New Hillhaven Board of Directors who are not officers or employees of New
Hillhaven on the date of grant will be granted options to acquired 10,000
shares of Common stock on the last Thursday of March of each year if serving
in such capacity on that date. The options granted under the Directors'
Plan are nonstatutory options. The basic term of an option expires not
later than 15 years from the date of grant. Options are fully exercisable
one year after the date of grant.
Messrs. Peter de Wetter and Lloyd R. Johnson, directors of NME
who are also directors of New Hillhaven, are eligible to participate in the
Directors' Plan.
A copy of the Directors' Plan has been filed herewith as Exhibit
21 to this Schedule 13D and is incorporated herein by reference.
Other Agreements
In addition to the Warrant and Registration Rights Agreement
there are in place a number of other agreements between NME and New
Hillhaven and/or their respective subsidiaries with respect to various long-
term contractual arrangements between them. Such parties have also entered
into a number of other agreements for the purposes of governing certain
other ongoing relationships between them and to provide procedures for an
orderly transition. Copies of these agreements have been filed as Exhibits
3 and 6
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through 18, respectively, to this Schedule 13D and are incorporated herein
by reference. A description of these agreements is contained under the
caption "Relationship Between NME and New Hillhaven After the Distribution"
in the Information Statement sent to NME shareholders in connection with the
Distribution (a copy of which is filed as Exhibit 22 hereto) and such
description is incorporated herein by reference. Such discription, however,
does not purport to be complete and is subject to and qualified in its
entirety by reference to the agreements as filed. Any other information
required to be included in this Schedule 13D and contained in such
Information Statement is also incorporated herein by reference.
Item 7. Material Filed as Exhibits.
Exhibit 1 -- List of Directors and Executive Officers of NME, Old
Hillhaven, Holding and Hillhaven Inc.
Exhibit 2 -- Ownership of, and Transactions in, Common Stock by
Directors and Executive Officers of NME, Old Hillhaven,
Holding and Hillhaven Inc.
Exhibit 3 -- Reorganization and Distribution Agreement dated as of
January 8, 1990 between NME and New Hillhaven, as amended
as of January 30, 1990
Exhibit 4 -- The Hillhaven Corporation 1990 Stock Incentive
Plan
Exhibit 5 -- Warrant and Registration Rights Agreement dated as of
January 31, 1990 among NME, New Hillhaven and
Manufacturers Hanover Trust Company of California, as
Warrant Agent
Exhibit 6 -- Form of Lease dated on or prior to January 31, 1990
between NME or a subsidiary of NME, on the one hand, and
First Healthcare Corporation, a New Hillhaven subsidiary
("FHC"), on the other hand
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Exhibit 7 -- Form of Assignment and Assumption of Lease Agreement dated
as of January 31, 1990 between NME or a subsidiary of NME,
on the one hand, and a New Hillhaven subsidiary, on the
other hand, together with the related Guaranty of Lease by
New Hillhaven
Exhibit 8 -- Promissory Note dated January 31, 1990 of FHC
Exhibit 9 -- Promissory Note dated January 31, 1990 of Medi-$ave
Pharmacies, Inc.
Exhibit 10 -- Note Guarantee Agreement dated as of January 31, 1990
among NME, New Hillhaven, Old Hillhaven and Hillhaven Inc.
Exhibit 11 -- Guarantee Reimbursement Agreement dated as of January 31,
1990 between NME and New Hillhaven
Exhibit 12 -- Revolving Credit and Term Loan Agreement dated as of
January 31, 1990 between NME and New Hillhaven
Exhibit 13 -- Employee Benefits Agreement dated as of January 31, 1990
between NME and New Hillhaven
Exhibit 14 -- Insurance Agreement dated as of January 31, 1990 between
NME and New Hillhaven
Exhibit 15 -- Services Agreement dated as of January 31, 1990 between
NME and New Hillhaven
Exhibit 16 -- Tax Sharing Agreement dated as of January 31, 1990 between
NME and New Hillhaven
Exhibit 17 -- Government Programs Agreement dated as of January 31, 1990
between NME and New Hillhaven
Exhibit 18 -- Form of Management Agreement dated as of January 31, 1990
between FHC, on the one hand, and a subsidiary of NME, on
the other hand
Exhibit 19 -- Employment Agreement dated as of January 31, 1990 between
Richard K. Eamer and New Hillhaven
Exhibit 20 -- Employment Agreement dated as of January 31, 1990 between
Leonard Cohen and New Hillhaven
Exhibit 21 -- The Hillhaven Corporation Directors' Stock Option Plan
Exhibit 22 -- Information Statement, dated January 8, 1990, distributed
to NME shareholders
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Exhibit 23 -- Agreement among NME, Old Hillhaven, Holding and Hillhaven
Inc. relating to the Joint Filing of Schedule 13D
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
DATE: February 9, 1990
NATIONAL MEDICAL ENTERPRISES, INC.
By /s/ Marcus E. Powers
Marcus E. Powers
Title: Senior Vice President
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
DATE: February 9, 1990
THE HILLHAVEN CORPORATION,
a Tennessee corporation
By /s/ Marcus E. Powers
Marcus E. Powers
Title: Senior Vice President
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
DATE: February 9, 1990
HH HOLDING CO., INC.
By /s/ Marcus E. Powers
Marcus E. Powers
Title: Senior Vice President
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
DATE: February 9, 1990
HILLHAVEN INC.
By /s/ Marcus E. Powers
Marcus E. Powers
Title: Senior Vice President
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