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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. 3)
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
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This Amendment No. 3 (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 and Amendment No. 2 to such Schedule, dated March 3, 1997 (as
amended, the "Schedule 14D-1"), with respect to shares of Common Stock, par
value $.001 per share ("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 introductory clause of the first full paragraph of Section 13
("Certain Conditions of the Offer") of the Offer to Purchase is hereby amended
to read as follows:
Notwithstanding any other provision of the Offer, until (i)
expiration or termination of all applicable waiting periods under the
HSR Act and (ii) receipt of all necessary approvals under change of
ownership, healthcare licensure and certificate of need laws and
regulations, the Purchaser will not be required to accept for payment
or, subject to any applicable rules and regulations of the Commission,
including Rule 14e-1(c) promulgated under the Exchange Act (relating to
Vencor's obligation to pay for or return tendered Shares promptly after
termination or withdrawal of the Offer), the Purchaser will not be
required to pay for, or may delay the acceptance for payment of or
payment for, any tendered Shares, or may, in its sole discretion at or
prior to the Expiration Date (subject to the Merger Agreement),
terminate or amend the Offer if the Minimum Condition has not been
fulfilled, or, if on or after February 9, 1997, and at or prior to the
Expiration Date, any of the following events occurs:
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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 10, 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
