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. 1)
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. 1 (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. on February 14,
1997 (the "Schedule 14D-1") with respect to shares of Common Stock, par value
$.001 per share, 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 3. Past Contacts, Transactions or Negotiations with the
Subject Company.
On February 21, 1997, the Company and Vencor entered into a Letter
Agreement (the "Letter Agreement") relating to extending the time during which
Purchaser may provide to the Company, pursuant to the Merger Agreement, the
notice of cash out with respect to the Options. The Letter Agreement is more
fully described below under Item 7 and is qualified in its entirety by the text
of the Letter Agreement which has been filed as exhibit (c)(2) to this Amendment
and is incorporated by reference herein.
Item 7. Contracts, Arrangements, Understandings or Relationships
with Respect to the Subject Company's Securities.
The Letter Agreement provides that the written notice to the Company
relating to the cash out of Options, contemplated by the Merger Agreement, which
Vencor is required to provide to the Company by February 24, 1997 would be
extended to March 3, 1997, thereby extending the period during which Vencor
could decide to cash out the Options.
Item 11. Material to be filed as Exhibits.
The list of exhibits in the Schedule 14D-1 is hereby amended and
supplemented by adding the following exhibit:
(c)(2) Letter Agreement, dated February 21, 1997, between the
Company and Vencor.
<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: February 24, 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
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
(c)(2) Letter Agreement, dated February 21, 1997, between the
Company and Vencor.
TheraTx, Incorporated
Sanctuary Park
1105 Sanctuary Parkway,
Suite 100
Alpharetta, Georgia 30201
February 21, 1997
VIA TELECOPIER
Vencor, Inc.
400 West Market Street,
Suite 3300
Louisville, Kentucky 40202
Attention: James Gillenwater
Dear Jim:
Reference is hereby made to the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of February 9, 1997, among TheraTx, Incorporated,
a Delaware corporation (the "Company"), Vencor, Inc., a Delaware corporation
(the "Purchaser"), and Peach Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of the Purchaser.
Pursuant to Section 7.8(b) of the Merger Agreement, the Purchaser is
required to provide written notice to the Company by February 24, 1997 of its
election to treat the Options (as such term is defined in the Merger Agreement)
in accordance with the provisions of such Section 7.8(b). The Company hereby
agrees to extend the date by which such written notice must be provided by the
Purchaser to the Company to Monday, March 3, 1997.
<PAGE>
February 21, 1997
Vencor, Inc.
Page 2
If you agree with the terms of this letter, please sign in the space designated
below and fax a copy of this letter to my attention at (770) 569-1840.
Very truly yours,
/s/ Jonathan B. Glenn
Jonathan B. Glenn
Vice President
Agreed to this 21st day of February, 1997:
VENCOR, INC.
By: JAMES H. GILLENWATER, JR.
(Print Name)
/s/ James H. Gillenwater, Jr.
(Signature)
Senior Vice President
cc: Joseph B. Frumkin, Esq.
