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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
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, 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 (the "Shares") 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 3. Identity and Background.
(b) (ii) The Merger Agreement
Treatment of Options. The Company and Vencor have agreed, pursuant to a
letter agreement, dated February 21, 1997, between the Company and Vencor (the
"Letter Agreement"), to extend the date by which Vencor must elect to cash out
the Options to March 3, 1997. The foregoing description of the Letter Agreement
is qualified in its entirety by the text of the Letter Agreement which has been
filed as Exhibit 8 to this Statement and is incorporated herein by reference.
Item 4. The Solicitation or Recommendation.
(b) Background
On February 21, 1997, the Company and Vencor entered into the Letter
Agreement relating to extending the time during which the 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 full described above in
Item 3, which description is qualified in its entirety by the text of the Letter
Agreement which has been filed as Exhibit 8 to this Statement and is
incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Exhibit 8 Letter Agreement, dated February 21, 1997, between
Vencor, Inc. and TheraTx, Incorporated.
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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 24, 1997 /s/ Donald R. Myll
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Name: Donald R. Myll
Title: Senior Vice President and
Chief Financial Officer
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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.
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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 H. Glenn
Jonathan H. 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.
