================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14D-1
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 4)
THERATX, INCORPORATED
(Name of Subject Company)
VENCOR, INC.
PEACH ACQUISITION CORP.
(Bidders)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
883384109
(CUSIP Number of Class of Securities)
Jill L. Force
Senior Vice President,
Secretary and General Counsel
Vencor, Inc.
3300 Providian Center
400 West Market Street
Louisville, Kentucky 40202
(502) 596-7300
(Name, Address, and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copy to:
Joseph B. Frumkin, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
================================================================================
<PAGE>
This Amendment No. 4 (this "Amendment") is filed to supplement and
amend the information set forth in the Tender Offer Statement on Schedule 14D-1
filed by Vencor, Inc. ("Vencor"), and Peach Acquisition Corp. (the "Purchaser")
on February 14, 1997, as amended by Amendment No. 1 to such Schedule, dated
February 24, 1997, Amendment No. 2 to such Schedule, dated March 3, 1997 and
Amendment No. 3 to such Schedule, dated March 10, 1997 (as amended, the
"Schedule 14D-1"), with respect to shares of Common Stock, par value $.001 per
share (the "Shares"), of TheraTx, Incorporated (the "Company"). Unless otherwise
indicated, the capitalized terms used herein shall have the meanings specified
in the Schedule 14D-1 including the Offer to Purchase (the "Offer to Purchase")
attached as Exhibit (a)(1) thereto.
Item 10. Additional Information.
The Expiration Date of the Offer which was scheduled for 12:00
Midnight, New York City time, on Friday, March 14, 1997 has been extended to
12:00 Noon, New York City time, on Tuesday March 18, 1997, unless the Offer is
extended.
In addition, on March 17, 1997, Vencor issued a press release which
announced the extension of the Expiration Date. A copy of the press release
issued by Vencor on March 17, 1997, is filed herewith as Exhibit (a)(9) and is
incorporated by reference herein.
Item 11. Material to be filed as Exhibits.
(a)(9) Press release issued by Vencor, Inc., dated March 17, 1997.
<PAGE>
SIGNATURE
After due inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Amendment is true, complete and
correct.
Dated: March 17, 1997
VENCOR, INC.
By:/s/ W. Bruce Lunsford
Name: W. Bruce Lunsford
Title: Chairman of the Board, President
and Chief Executive Officer
PEACH ACQUISITION CORP.
By:/s/ W. Bruce Lunsford
Name: W. Bruce Lunsford
Title: Chairman of the Board, President
and Chief Executive Officer
Exhibit (a) (9)
Contact: W. Earl Reed, III
Executive Vice President and
Chief Financial Officer
(502) 596-7380
VENCOR, INC. EXTENDS TENDER OFFER FOR COMMON STOCK OF THERATX, INCORPORATED
UNTIL 12:00 NOON, NEW YORK CITY TIME, ON TUESDAY MARCH 18, 1997
LOUISVILLE, Kentucky (March 17, 1997) -- Vencor, Inc. (NYSE:VC)
("Vencor") today announced that it has extended the expiration date of its
tender offer for shares of TheraTx, Incorporated (Nasdaq/NM:THTX) ("TheraTx")
common stock (the "Shares") to 12:00 Noon, New York City time, on Tuesday,
March 18, 1997, unless the tender offer is extended.
The extension has been made in order to receive all of the necessary
approvals under change of ownership, healthcare licensure and certificate of
need laws and regulations, which Vencor believes it will be able to obtain by no
later than 12:00 noon, New York City time, on Tuesday March 18, 1997.
As of the close of business on March 14, 1997 approximately 19,786,299
Shares had been validly tendered and not withdrawn in connection with the tender
offer representing approximately 95% of the outstanding Shares.
