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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
SCHEDULE 14D-9
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Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
THERATX, INCORPORATED
(Name of Subject Company)
THERATX, INCORPORATED
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.001 Per Share (and Preferred Share Purchase Rights)
(Title of Class of Securities)
_______883384109______
(CUSIP Number of Class of Securities)
JOHN A. BARDIS
PRESIDENT & CHIEF EXECUTIVE OFFICER
THERATX, INCORPORATED
1105 Sanctuary Parkway, Suite 100
Alpharetta, GA 30201
(770) 569-1840
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications
on Behalf of the Person(s) Filing Statement)
Copies to:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
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TheraTx, Incorporated, a Delaware corporation (the "Company"), hereby
amends and supplements its Solicitation/Recommendation Statement on Schedule
14D-9 (the "Schedule 14D-9"), filed with the Securities and Exchange Commission
on February 14, 1997, and as amended by Amendment No. 1 on February 24, 1997,
with respect to the tender offer of Vencor, Inc., a Delaware corporation
("Vencor") and its wholly owned subsidiary, Peach Acquisition Corp., a Delaware
corporation, to purchase all of the outstanding shares of Common Stock, $.001
par value per share (the "Common Stock") of the Company (and the associated
Preferred Share Purchase Rights).
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning given to such term in the Schedule 14D-9.
Item 6. Recent Transactions and Intent with Respect to Securities.
Item 6 is hereby amended to add the following to the end of paragraph
(b):
Warburg, Pincus Investors, L.P., the beneficial owner of
2,438,705 shares of the Common Stock as of February 12, 1997, has advised the
Company that it sold 2,408,705 shares of Common Stock on February 27, 1997 at
a price of $16.40 per share.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete and
correct.
THERATX, INCORPORATED
Dated: February 27, 1997 /s/ Donald R. Myll
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Name: Donald R. Myll
Title: Senior Vice President and
Chief Financial Officer
