SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ( )
Filed by a Party other than the Registrant (X)
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Definitive Proxy Statement
(X) Definitive Additional Materials
( ) Soliciting Materials Pursuant to SECTION 240.14a-11(c) or
SECTION 240.14a-12
THE HILLHAVEN CORPORATION
(Name of Registrant as specified in its Charter)
NATIONAL MEDICAL ENTERPRISES, INC.
NME PROPERTIES CORP.
NME PROPERTY HOLDING CO., INC.
NME PROPERTIES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:(1)
(4) Proposed maximum aggregate value of transaction:
1 Set forth the amount on which the filing fee is calculated
and state how it was determined.
(X) Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $125
(2) Form, Schedule or Registration Statement No.: Schedule 14A
Preliminary Proxy Statement
(3) Filing Parties: National Medical Enterprises, Inc., NME
Properties Corp., NME Property Holding Co., Inc. and NME
Properties, Inc.
(4) Date Filed: March 8, 1995
[MacKenzie Partners, Inc. Letterhead]
April 7, 1995
Dear Professional Investor:
Enclosed for your information are definitive proxy materials
furnished by National Medical Enterprises Inc. (doing business as
Tenet Healthcare Corporation) in connection with the 1995 Annual
Meeting of The Hillhaven Corporation.
National Medical is soliciting proxies in support of a proposal
urging the Hillhaven Board of Directors to take action to
maximize the value of all shareholders' investment in Hillhaven
through the immediate sale or merger of Hillhaven.
If you have a position in Hillhaven, please call Stanley J. Kay
or Daniel H. Burch at MacKenzie Partners, Inc., which is
assisting National Medical Enterprises/Tenet Healthcare in this
matter. You may call MacKenzie toll-free at (800) 322-2885, Mr.
Kay directly at (212) 929-5940 or Mr. Burch directly at (212) 929-5748.
If you wish to vote the enclosed BLUE proxy sheet, please include
the number of shares you own, the name of the bank or brokerage
firm which has custody of your shares, and return it to MacKenzie
Partners in the enclosed envelope.
If you own Hillhaven shares as of April 6, 1995, you should
receive another set of these proxy materials from your custodian
bank or broker, which will include a card or voting instruction
form which can be used to vote upon National Medical's proposal.
If you do not receive these materials from your custodian by
April 17, please contact MacKenzie Partners, Inc. at (800) 322-
2885, so that we can have your custodian forward them to you
promptly.
Sincerely,
Stanley J. Kay, Jr.
Senior Vice President
