SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
Under the Securities Exchange Act of 1934
THE HILLHAVEN CORPORATION
(Name of Issuer)
Common Stock, par value $.75 per share
(Title of Class of Securities)
431576 10 7
(CUSIP Number of Class of Securities)
Scott M. Brown, Esq.
National Medical Enterprises, Inc.
2700 Colorado Avenue
Santa Monica, California 90404
(310) 998-8000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
with a copy to:
Brian J. McCarthy, Esq.
Skadden, Arps, Slate, Meagher & Flom
300 S. Grand Avenue
Los Angeles, California 90071
(213) 687-5070
March 6, 1995
(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
Statement because of Rule 13d-1(b)(3) or (4), check the
following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
CUSIP No. 413576 10 7 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NATIONAL MEDICAL ENTERPRISES, INC. 95-2557091
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X )
(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
:
: 8,878,147
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
0
PERSON WITH :
: (9) SOLE DISPOSITIVE
:
8,878,147
:
:(10) SHARED DISPOSITIVE
:
0
(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
27% -- See Item 5
(14) TYPE OF REPORTING PERSON*
CO
CUSIP No. 413576 10 7 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NME PROPERTIES CORP. 62-0725891
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X )
(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
:
: 8,878,147
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
0
PERSON WITH :
: (9) SOLE DISPOSITIVE
:
8,878,147
:
:(10) SHARED DISPOSITIVE
:
0
(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
27% -- See Item 5
(14) TYPE OF REPORTING PERSON*
CO
CUSIP No. 413576 10 7 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NME PROPERTY HOLDING CO., INC. 91-1172506
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X )
(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
:
: 2,877,947
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
0
PERSON WITH :
: (9) SOLE DISPOSITIVE
:
2,877,947
:
:(10) SHARED DISPOSITIVE
:
0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,877,947
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ( )
EXCLUDES CERTAIN SHARES*
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.8% -- See Item 5
(14) TYPE OF REPORTING PERSON*
CO
CUSIP No. 413576 10 7 Schedule 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NME PROPERTIES, INC. 91-0628039
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X )
(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
:
: 2,877,947
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
0
PERSON WITH :
: (9) SOLE DISPOSITIVE
:
2,877,947
:
:(10) SHARED DISPOSITIVE
:
0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,877,947
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 ( )
EXCLUDES CERTAIN SHARES*
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.8% -- See Item 5
(14) TYPE OF REPORTING PERSON*
CO
This Amendment No. 5 (the "Amendment No. 5")
amends and supplements the Statement on Schedule 13D (the
"Schedule 13D"), dated January 31, 1990, Amendment No. 1
of Schedule 13D, dated February 28, 1994, Amendment No. 2
of Schedule 13D, dated December 19, 1994, Amendment No. 3
of Schedule 13D, dated January 25, 1995, and Amendment No.
4 of Schedule 13D, dated February 15, 1995, relating to
the common stock, par value $.75 per share (the "Common
Stock"), issued by The Hillhaven Corporation, a Nevada
corporation (the "Company"), and is being filed pursuant
to Rule 13d-2 under the Securities Exchange Act of 1934,
as amended (the "Act").
Unless otherwise indicated, each capitalized
term used but not otherwise defined herein shall have the
meaning assigned to such term in the Schedule 13D. The
information set forth in the Exhibits attached hereto is
hereby expressly incorporated herein by reference and the
response to each item of this statement is qualified in
its entirety by the provisions of such Exhibits.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is amended and supplemented as follows:
NME continues to believe that a business
combination transaction will provide all of the Company's
shareholders with the best alternative to achieve maximum
values. In light of this belief and of recent actions by
the Company that the Reporting Persons do not believe are
in the best interest of all of the Company's
shareholders, PropCorp, by letter dated March 6, 1995, a
copy of which is attached hereto as Exhibit 33, has
notified the Company of its intention to present the
following non-binding shareholder resolution (the
"Resolution") for shareholder approval at the Company's
1995 Annual Meeting of Stockholders:
RESOLVED, that the shareholders of The
Hillhaven Corporation (the "Company"),
believing that the value of their investment in
the Company can best be maximized through the
immediate sale or merger of the Company, hereby
urge the Board of Directors to proceed promptly
to effect such sale or merger by:
(1) instructing the Company's existing
investment banking firm to solicit offers to
acquire the Company by sale or merger;
(2) establishing a committee of directors
who are not officers of the Company to review
and negotiate any sale or merger proposal
received by the Company and to make a
recommendation to the Board of Directors with
respect to such proposal; and
(3) taking all action necessary to
effectuate such sale or merger and refraining
from taking any action that would hinder or
impede the effectuation of such sale or merger.
The Company has not announced the date of the
1995 Annual Meeting or set a record date for the meeting.
The Company's 1994 Annual Meeting was held on September
27, 1994.
NME plans to solicit proxies from the Company's
shareholders in support of the Resolution and is filing a
Schedule 14A Information Statement with the Securities
and Exchange Commission with respect to such proposed
solicitation. NME may inform the Board of Directors of
the Company from time to time prior to the 1995 Annual
Meeting of the status of the solicitation in order that
the Board might become fully aware of shareholder
sentiment with respect to the subject matter of the
Resolution. NME has no current intention to solicit
proxies for any other purpose, including the election of
directors. However, NME reserves the right to solicit
proxies on any other matter, including without limitation
the election of directors or amendment of the Company's
charter and bylaws. In reaching any conclusion as to whether
to solicit proxies on any other matter, NME will take into
consideration various factors, including without limitation
the response to its solicitation on the Resolution, the
Company's response to the Resolution, the Company's
response to any business combination proposals it may
receive and other developments regarding the Company.
Except as otherwise described in this Item 4,
none of NME, PropCorp, Holding or PropInc has 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 the Company or the
disposition of securities of the Company, (ii) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or
any of its subsidiaries, (iii) a sale or transfer of a
material amount of assets of the Company or any of its
subsidiaries, (iv) any change in the present Board of
Directors or management of the Company, 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 the Company, (vi)
any other material change in the Company's business or
corporate structure, (vii) changes in the Company's
Amended and Restated Articles of Incorporation, Bylaws or
other instruments corresponding thereto or other actions
that may impede the acquisition of control of the Company
by any person, (viii) causing a class of securities of
the Company 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 the Company 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, PropCorp,
Holding or PropInc may at any time, however, propose any
of the foregoing that it considers desirable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 32 Joint Filing Agreement
Exhibit 33 Letter dated March 6, 1995
42533
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.
Date: March 6, 1995
NATIONAL MEDICAL ENTERPRISES, INC.
By: /s/ Scott M. Brown
_______________________________
Scott M. Brown
Senior Vice President and Secretary
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.
Date: March 6, 1995
NME PROPERTIES CORP.
By: /s/ Scott M. Brown
_______________________________
Scott M. Brown
Vice President
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.
Date: March 6, 1995
NME PROPERTY HOLDING CO., INC.
By: /s/ Scott M. Brown
_____________________________
Scott M. Brown
Vice President
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.
Date: March 6, 1995
NME PROPERTIES, INC.
By: /s/ Scott M. Brown
________________________________
Scott M. Brown
Vice President
EXHIBIT INDEX
Exhibit No. Description Page No.
Exhibit 32 Joint Filing Agreement
Exhibit 33 Letter dated March 6, 1995
-----------------------------------------------------------------
EXHIBIT 32
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, each of the persons named
below agrees to the joint filing on behalf of each of them
of a Statement on Schedule 13D (including amendments
thereto) with respect to the common stock, par value $.75
per share, of The Hillhaven Corporation, a Nevada
corporation, and further agrees that this Joint Filing
Agreement be included as an exhibit to such filings provided
that, as contemplated by Section 13d-1(f)(l)(ii), no person
shall be responsible for the completeness or accuracy of the
information concerning the other persons making the filing,
unless such person knows or has reason to believe that such
information is inaccurate. This Joint Filing Agreement may
be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument.
Date: March 6, 1995
NATIONAL MEDICAL NME PROPERTIES CORP.
ENTERPRISES, INC.
By:/s/ Scott M. Brown
By:/s/ Scott M. Brown _______________________
___________________________ Scott M. Brown
Scott M. Brown Vice President
Senior Vice President
and Secretary
NME PROPERTY HOLDING NME PROPERTIES, INC.
CO., INC.
By: /s/ Scott M. Brown
By:/s/ Scott M. Brown _______________________
__________________________ Scott M. Brown
Scott M. Brown Vice President
Vice President
-----------------------------------------------------------------
EXHIBIT 33
NME PROPERTIES CORP.
2700 COLORADO AVENUE
SANTA MONICA, CALIFORNIA 90404
March 6, 1995
BY HAND
The Hillhaven Corporation
1148 Broadway Plaza
Tacoma, Washington 98402
Attention: Secretary
Re: Notice of Intention to Bring Business Before
the 1995 Annual Meeting of Stockholders of The
Hillhaven Corporation
Ladies and Gentlemen:
In accordance with Section 1.10 of Article I of
the Amended and Restated By-Laws (the "By-Laws") of The
Hillhaven Corporation (the "Company"), NME Properties
Corp. ("PropCorp") hereby gives you written notice (the
"Notice") of its intention to present the resolution
attached hereto as Schedule A (the "Resolution") for
shareholder approval at the 1995 Annual Meeting of
Stockholders of the Company, including any adjournment(s)
or postponement(s) thereof (the "Annual Meeting").
Such business is being brought before the
Annual Meeting to give all shareholders of the Company
the opportunity to send a message to the Board of
Directors of the Company that they are in favor of
maximizing the value of their investment in the Company
through the immediate sale or merger of the Company.
PropCorp, formerly known as The Hillhaven
Corporation, is the record and beneficial owner of
6,000,200 shares of common stock, par value $.75 per
share, of the Company (the "Common Stock"). The record
address of PropCorp is 2700 Colorado Avenue, Santa
Monica, California 90404. This Notice is being
delivered solely by PropCorp.
PropCorp is the record and beneficial owner of
35,000 shares of the Series C Preferred Stock of the
Company (the "Series C Preferred") and 63,402 shares of
the Series D Preferred Stock of the Company (the "Series
D Preferred"). NME Properties, Inc., formerly known as
Hillhaven, Inc. ("PropInc"), is the record and beneficial
owner of 2,877,947 shares of Common Stock, and PropCorp
may be deemed (for purposes of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Act"))
to be the beneficial owner of the shares of Common Stock
owned by PropInc, for an aggregate beneficial ownership
of 8,878,147 shares of Common Stock. National Medical
Enterprises, Inc. ("NME"), the parent of PropInc and
PropCorp, may be deemed (for purposes of Rule 13d-3 under
the Act) to be the beneficial owner of the 8,878,147
shares of Common Stock owned by PropInc and PropCorp.
PropCorp does not believe that it has any
material interest in the business to be presented at the
Annual Meeting other than its pro rata interest as a
shareholder in the proceeds of any sale or merger of the
Company. However, the Company has alleged in a lawsuit
filed against Horizon Healthcare Corporation ("Horizon")
that NME has a "goal of quickly disposing of its
Hillhaven shares for special consideration not available
to all other common shareholders." NME has previously
reported in Amendment No. 3 to its Schedule 13D that it
entered into a letter agreement with Horizon dated
January 25, 1995. Horizon has proposed a merger pursuant
to which (i) all shareholders of the Company would
receive, for each share of Common Stock held by them, $28
in value of a newly formed holding company and (ii) each
outstanding share of Series C Preferred and Series D
Preferred would be redeemed at $1,000 per share in cash
plus any accrued and unpaid dividends, whether or not
declared, to the date of redemption. The Company has
rejected Horizon's proposal and initiated the lawsuit
against Horizon referred to above. On February 15, 1995,
NME filed a lawsuit against the Company and certain of
its directors seeking declaratory and injunctive relief
and damages.
In connection with the solicitation of proxies
in support of the adoption of the Resolution, PropCorp
will prepare and utilize its own proxy materials in
accordance with applicable law.
PropCorp reserves the right, subject to any
limitation resulting from an equitable and proper
application of the By-Laws, as the same may be construed
by a court of competent jurisdiction, to (i) substitute
another resolution for the Resolution; (ii) present
additional resolutions prior to or at the Annual Meeting;
(iii) withdraw the Resolution from consideration prior to
or at the Annual Meeting; (iv) take all other action in
response to any action that may be taken by the Company
with respect to the approval of the Resolution at the
Annual Meeting; and (v) take any other action in
compliance with the By-Laws and applicable law.
This Notice fully complies with the provisions
of the By-Laws. The information provided herein is to
the best knowledge of the undersigned as of the date
hereof. Any claim that this Notice is in any way
defective should be addressed immediately to the
undersigned so that there is adequate opportunity to
address such claim in a timely fashion. The giving of
this Notice is not an admission that the By-Law
procedures are legal, valid or binding, and PropCorp
reserves the right to challenge their validity.
All communications regarding this Notice should
be addressed to the undersigned at the address set forth
above (telephone (310) 998-8000, facsimile number (310)
998-4088), with a copy to Brian J. McCarthy, Esq., of the
law firm of Skadden, Arps, Slate, Meagher & Flom, 300
South Grand Avenue, Suite 3400, Los Angeles, California
90071 (telephone number (213) 687-5070, facsimile number
(213) 687-5600).
Very truly yours,
NME PROPERTIES CORP.
By: /s/ Scott M. Brown
___________________________
Scott M. Brown
Vice President
-----------------------------------------------------------------
SCHEDULE A
SHAREHOLDER PROPOSAL
RESOLVED, that the shareholders of The
Hillhaven Corporation (the "Company"), believing that the
value of their investment in the Company can best be
maximized through the immediate sale or merger of the
Company, hereby urge the Board of Directors to proceed
promptly to effect such sale or merger by:
(1) instructing the Company's existing
investment banking firm to solicit offers to acquire
the Company by sale or merger;
(2) establishing a committee of directors who
are not officers of the Company to review and
negotiate any sale or merger proposal received by
the Company and to make a recommendation to the
Board of Directors with respect to such proposal;
and
(3) taking all action necessary to effectuate
such sale or merger and refraining from taking any
action that would hinder or impede the effectuation
of such sale or merger.
