-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, UuCf+hmml6vwhUe/EDwGIfF6J1LxBl7qwskNHEOrN5oT8M8tyGChss3GIgcBxqNE RdzGdHot52I+NxjjpdEQUw== 0000070318-94-000015.txt : 19940310 0000070318-94-000015.hdr.sgml : 19940310 ACCESSION NUMBER: 0000070318-94-000015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940309 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL MEDICAL ENTERPRISES INC /NV/ CENTRAL INDEX KEY: 0000070318 STANDARD INDUSTRIAL CLASSIFICATION: 8062 IRS NUMBER: 952557091 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 34 SEC FILE NUMBER: 005-10567 FILM NUMBER: 94515164 BUSINESS ADDRESS: STREET 1: 2700 COLORADO AVE CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 3103158000 MAIL ADDRESS: STREET 1: 2700 COLORADO AVENUE CITY: SANTA MONICA STATE: CA ZIP: 90404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL MEDICAL ENTERPRISES INC /NV/ CENTRAL INDEX KEY: 0000070318 STANDARD INDUSTRIAL CLASSIFICATION: 8062 IRS NUMBER: 952557091 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2700 COLORADO AVE CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 3103158000 MAIL ADDRESS: STREET 1: 2700 COLORADO AVENUE CITY: SANTA MONICA STATE: CA ZIP: 90404 SC 13D/A 1 SCHEDULE 13D AMENDMENT 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* The Hillhaven Corporation, a Nevada corporation (Name of Issuer) Common Stock, Par Value $0.75 per share (Title of Class of Securities) 431576 10 7 (CUSIP Number) National Medical Enterprises, Inc. Attn: Scott M. Brown 2700 Colorado Avenue Senior Vice President Santa Monica, CA 90404 (310) 998-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 28, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filed out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 11 CUSIP No. 431576 10 7 13D 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above Person National Medical Enterprises, Inc. ("NME"). I.R.S. No.: 95-2557091 2. Check the appropriate box if a member of a group* (a) / / (b) / X / As of March 8, 1994, NME beneficially owns 8,878,147 shares of Hillhaven Common Stock through (i) its direct 100% ownership of NME Properties Corp., which owns 6,000,000 shares, and (ii) its indirect 100% ownership of NME Properties, Inc., which owns 2,878,147 shares. NME Properties, Inc. is 100% owned by NME Properties Corp. and NME Property Holding Co., Inc., which is 100% owned by NME Properties Corp. NME is the beneficial owner and has the ultimate power to direct the voting and the disposition of the shares. 3. SEC use only 4. Source of funds* OO 5. Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e) / X / 6. Citizenship or place of organization: Nevada 7. Sole voting power: 8,878,147. NME Properties Corp. holds 6,000,000 shares and NME Properties, Inc. holds 2,878,147 shares. Both NME Properties Corp. and NME Properties, Inc. are wholly-owned subsidiaries of NME. NME is the beneficial owner and has the ultimate power to direct the voting and the disposition of such shares. Number of Shares Beneficially 8. Shared voting power Owned by Each Reporting 9. Sole dispositive power: 8,878,147. NME Properties Corp. Person With holds 6,000,000 shares and NME Properties, Inc. holds 2,878,147 shares. Both NME Properties Corp. and NME Properties, Inc. are wholly-owned subsidiaries of NME. NME is the beneficial owner and has the ultimate power to direct the voting and the disposition of such shares. 10. Shared dispositive power 11. Aggregate amount beneficially owned by each reporting person: 8,878,147 12. Check box if the aggregate amount in row (11) excludes certain shares* / / 13. Percent of class represented by amount in row (11): 32.9% 14. Type of reporting person*: CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 11 Item 1. Security and Issuer. The class of equity securities to which this Amendment No. 1 to Schedule 13D (the "Amendment") relates is the common stock, par value $.75 per share (the "Common Stock") of The Hillhaven Corporation, a Nevada corporation ("Hillhaven"). The principal executive offices of Hillhaven are located at 1148 Broadway Plaza, Tacoma, Washington 98401-2263. Item 2. Identity and Background. This statement is being filed by National Medical Enterprises, Inc., a Nevada corporation ("NME"). The principal executive offices of NME are located at 2700 Colorado Avenue, Santa Monica, California 90404. NME is an investor-owned health care company providing general hospital health care services both domestically and abroad. NME also currently operates psychiatric facilities, substantially all of which it intends to sell and which are reported as a discontinued business. The controlling persons of NME are the members of its board of directors and its executive officers. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of NME are set forth on Exhibit 1 to this Amendment and are incorporated herein by this reference. During the last five years, neither NME, nor to the best of its knowledge, any director, executive officer or controlling person of NME, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither NME, nor to the best of its knowledge, any director, executive officer or controlling person of NME, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, except as set forth in the next paragraph. In 1989, the Securities and Exchange Commission (the "SEC") filed a civil action against William Banowsky, an Executive Vice President of NME, alleging a securities violation. Without admitting the allegation, he consented to an injunction and caused to be paid penalties and insider trading profits of others. Item 3. Source and Amount of Funds or Other Consideration. This Amendment relates to the exercise of a warrant (the "Warrant") issued to NME by Hillhaven pursuant to that certain Warrant and Registration Rights Agreement (the "Warrant Agreement"), dated as of January 31, 1990, among NME, Hillhaven and Manufacturers Hanover Trust Company of California, as Warrant Agent. On January 27, 1994, NME assigned the Warrant to its wholly-owned subsidiary, NME Properties Corp. After giving effect to the 5 for 1 reverse stock split of the Hillhaven Common Stock that occurred in September, 1993, the Page 3 of 11 Warrant entitled NME Properties Corp. to purchase 6,000,000 shares of Hillhaven Common Stock at $10.55 per share, for a total exercise price of $63,300,000.00. On February 28, 1994, NME Properties Corp. exercised the Warrant and paid the exercise price by tendering 63,300 shares of Hillhaven's non-voting Series D Preferred Stock (the "Series D Stock"). The Series D Stock was redeemable by its terms at $1,000.00 per share and expressly provided that the proceeds of the redemption could be applied toward the $63,300,000.00 exercise price of the Warrant. Item 4. Purpose of Transaction. The decision to exercise the Warrant was made in order for NME to convert its derivative interest in 6,000,000 shares of Hillhaven Common Stock into a direct ownership interest in such shares. NME presently intends to continue to hold the Common Stock as an investment. NME has no present intention to acquire or dispose of any additional Hillhaven Common Stock. NME will, however, continually review its investment in Hillhaven and may in the future change its present intention. In reaching any conclusion as to a course of action, NME will take into consideration various factors, such as Hillhaven's and NME's business and prospects, other developments concerning Hillhaven and NME, other business opportunities available to NME and general economic, monetary and stock market conditions. Except as otherwise described in this Item 4, NME does not have any present specific plans or proposals that relate to or would result in any of the following: (i) the acquisition by any person of additional securities of Hillhaven or the disposition of securities of Hillhaven, (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving Hillhaven or any of its subsidiaries, (iii) a sale or transfer of a material amount of assets of Hillhaven or any of its subsidiaries, (iv) any change in the present Board of Directors or management of Hillhaven, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board of Directors, (v) any material change in the present capitalization or dividend policy of Hillhaven, (vi) any other material change in Hillhaven's business or corporate structure, (vii) changes in Hillhaven's Amended and Restated Articles of Incorporation, Bylaws or other instruments corresponding thereto or other actions that may impede the acquisition of control of Hillhaven by any person, (viii) causing a class of securities of Hillhaven to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (ix) a class of equity securities of Hillhaven becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (x) any action similar to those enumerated above. NME may at any time, however, propose any of the foregoing that it considers desirable. Page 4 of 11 Item 5. Interest in Securities of the Issuer. (a) As of March 8, 1994, NME beneficially owns 8,878,147 shares of Hillhaven Common Stock through (i) its direct 100% ownership of NME Properties Corp., which owns 6,000,000 shares, and (ii) its indirect 100% ownership of NME Properties, Inc., which owns 2,878,147 shares. NME Properties, Inc. is 100% owned by NME Properties Corp. and NME Property Holding Co., Inc., which is 100% owned by NME Properties Corp. Based on the number of shares of Hillhaven Common Stock outstanding as disclosed in Hillhaven's most recent available filing with the SEC, the 8,878,147 shares represent 32.9% of Hillhaven's outstanding Common Stock. Exhibit 2 to this Amendment sets forth, to the best knowledge of NME, the number of shares of Hillhaven Common Stock owned by each of the directors and executive officers of NME and the percentage of the outstanding shares of Hillhaven Common Stock such ownership represents. NME does not have voting power or investment power with respect to the shares of Hillhaven Common Stock owned by its directors and executive officers and expressly disclaims beneficial ownership thereof. (b) NME, acting through its wholly-owned subsidiaries, NME Properties Corp. and NME Properties, Inc., possesses sole power to vote or direct the voting of and to dispose or direct the disposition of 8,878,147 shares of Hillhaven Common Stock. To the best knowledge of NME, except as set forth in Exhibit 1 hereto, each of the directors and executive officers of NME who holds shares of Hillhaven Common Stock possesses sole power to vote or direct the voting of and to dispose or direct the disposition of the shares of Hillhaven Common Stock held by each. (c) On January 27, 1994, NME assigned the Warrant to NME Properties Corp. On February 28, 1994, NME Properties Corp. exercised the Warrant and acquired the 6,000,000 shares of Hillhaven Common Stock. Exhibit 2 to this Amendment describes all transactions relating to Hillhaven Common stock effected by the directors and executive officers of NME during the 60 days prior to the filing of this Amendment. (d) Except for the record holders of the shares, NME Properties Corp. and NME Properties, Inc., NME is unaware of any person possessing the right to receive or the power to direct receipt of dividends from, or the proceeds from the sale of, such securities. To the best knowledge of NME, except as set forth in Exhibit 2 hereto, each of the directors and executive officers of NME has the sole right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, the shares reflected on Exhibit 2. (e) Not applicable. Page 5 of 11 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The 8,878,147 shares of Hillhaven Common Stock are held by NME Properties Corp. and NME Properties, Inc., both wholly owned subsidiaries of NME. NME is the beneficial owner of the shares and has the ultimate power to direct the voting and the disposition of the shares. Item 7. Material to be Filed as Exhibits. Exhibit 1 Directors and Executive Officers of NME Exhibit 2 Ownership of Hillhaven Common Stock by Directors and Executive Officers of NME and Transactions in Hillhaven Common Stock by Directors and Executive Officers of NME During the 60 Days prior to the Filing of this Amendment Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 9, 1994 National Medical Enterprises, Inc. By: /Scott M. Brown/ Name: Scott M. Brown Title: Senior Vice President and Secretary The following entities are signing solely to acknowledge they are the wholly-owned subsidiaries of NME that directly or indirectly own the shares of Hillhaven Common Stock of which NME is the beneficial owner: Dated: March 9, 1994 NME Properties Corp. (formerly known as The Hillhaven Corporation, a Tennessee corporation) By: /Scott M. Brown/ Name: Scott M. Brown Title: Vice President Dated: March 9, 1994 NME Properties Inc. (formerly known as Hillhaven, Inc.) By: /Scott M. Brown/ Name: Scott M. Brown Title: Vice President Dated: March 9, 1994 NME Property Holding Co., Inc. (formerly known as HH Holding Co., Inc.) By: /Scott M. Brown/ Name: Scott M. Brown Title: Vice President Page 6 of 11 EXHIBIT INDEX Item No. Description Exhibit 1 Directors and Executive Officers of NME Exhibit 2 Ownership of Hillhaven Common Stock by Directors and Executive Officers of NME and Transactions in Hillhaven Common Stock by Directors and Executive Officers of NME During the 60 Days prior to the Filing of this Amendment Page 7 of 11 EXHIBIT 1 DIRECTORS AND EXECUTIVE OFFICERS OF NME Set forth below is the name, business address, position and principal occupation or employment of each director and executive officer of NME. Each individual identified below is a citizen of the United States. A. Directors Name Position and Business Address Jeffrey C. Barbakow Chairman and Chief Executive Officer National Medical Enterprises, Inc. 2700 Colorado Avenue Santa Monica, CA 90404 John C. Bedrosian Private Investor 10990 Wilshire Boulevard Suite 250 Los Angeles, CA 90024 Bernice Bratter Executive Director Senior Health and Peer Counseling 2125 Arizona Santa Monica, California 90404 Maurice J. DeWald Chairman and Chief Executive Officer Verity Financial Group, Inc. 19100 Van Karman Avenue, Suite 350 Irvine, CA 92715-1541 Peter de Wetter (1) Director c/o National Medical Enterprises, Inc. 2700 Colorado Avenue Santa Monica, CA 90404 Edward Egbert, M.D. Retired Private Physician c/o National Medical Enterprises, Inc. 2700 Colorado Avenue Santa Monica, CA 90404 Michael H. Focht, St. President and Chief Operating Officer National Medical Enterprises, Inc. 2700 Colorado Avenue Santa Monica, CA 90404 Raymond A. Hay Chairman and Chief Executive Officer Aberdeen Associates 5956 Sherry Lane, Suite 902 Dallas, Texas 75225-6522 (1) Mr. de Wetter also is a Director of Hillhaven. Page 8 of 11 Nita P. Heckendorn Businessperson 3751 Normandy Drive La Canada, California 91011 Lester B. Korn Chairman and Chief Executive Officer Korn Tuttle Capital Group 1800 Century Park East, Suite 1100 Los Angeles, California 90067-1503 James P. Livingston Private Investor c/o National Medical Enterprises, Inc. 2700 Colorado Avenue Santa Monica, CA 90404 Richard S. Schweiker President American Council of Life Insurance 1001 Pennsylvania Avenue, N.W. Washington, D.C. 20004-2599 B. Executive Officers Name Position and Business Address Jeffrey C. Barbakow Chairman and Chief Executive Officer National Medical Enterprises, Inc. 2700 Colorado Avenue Santa Monica, CA 90404 Michael H. Focht, St. President and Chief Operating Officer National Medical Enterprises, Inc. 2700 Colorado Avenue Santa Monica, CA 90404 Maris Andersons (1) Executive Vice President and Treasurer National Medical Enterprises, Inc. 2700 Colorado Avenue Santa Monica, CA 90404 William S. Banowsky Executive Vice President National Medical Enterprises, Inc. 2700 Colorado Avenue Santa Monica, CA 90404 Raymond L. Mathiasen Senior Vice President and Chief Financial Officer National Medical Enterprises, Inc. 2700 Colorado Avenue Santa Monica, CA 90404 Scott M. Brown Senior Vice President and Secretary National Medical Enterprises, Inc. 2700 Colorado Avenue Santa Monica, CA 90404 (1) Mr. Andersons also is a Director of Hillhaven. Page 9 of 11 EXHIBIT 2 OWNERSHIP OF HILLHAVEN COMMON STOCK BY DIRECTORS AND EXECUTIVE OFFICERS OF NME AND TRANSACTIONS IN HILLHAVEN COMMON STOCK BY DIRECTORS AND EXECUTIVE OFFICERS OF NME DURING THE 60 DAYS PRIOR TO THE FILING OF THIS AMENDMENT 1. Ownership of Hillhaven Common Stock by Directors and Executive Officers of NME A. Directors Name Number Percent of Class Jeffrey C. Barbakow (1) 1,960 * John C. Bedrosian 0 0 Bernice Bratter 0 0 Maurice J. DeWald 0 0 Peter de Wetter (2) 13,080 * Edward Egbert, M.D. 20,000 * Michael H. Focht, Sr. 0 0 Raymond A. Hay 40 0 Nita P. Heckendorn 10,000 * Lester B. Korn (3) 14,000 * James P. Livingston 16,090 * Richard S. Schweiker 60 * * Less than 1% (1) Includes 1,000 shares held as custodian for minor children. (2) Includes options to acquire 8,000 additional shares. (3) Includes options to acquire 8,000 additional shares. Page 10 of 11 B. Executive Officers Name Number Percent of Class Jeffrey C. Barbakow (1) 1,960 * Michael H. Focht, Sr. 0 0 Maris Andersons (2) 8,700 * William S. Banowsky 60 * Scott M. Brown 0 0 Raymond L. Mathiasen 10,100 * * Less than 1% (1) Includes 1,000 shares held as custodian for minor children. (2) Includes 1,200 shares held by his spouse. 2. Transactions in Hillhaven Common Stock by Directors and Executive Officers of NME During the 60 Days Prior to the Filing of this Amendment A. Directors Name Transaction Peter de Wetter On January 5, 1994, Mr. de Wetter transferred 3,000 shares to a charitable trust. Nita P. Heckendorn On February 3, 1994, Ms. Heckendorn sold 4,053 shares for $19.875 per share through a broker. B. Executive Officers NO TRANSACTIONS Page 11 of 11 EX-1 2 ORIGINAL SCHEDULE 13D FILING WITHOUT EXHIBITS SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* THE HILLHAVEN CORPORATION (a Nevada corporation) (Name of Issuer) Common Stock, Par Value $0.15 Per Share (Title of Class of Securities) 431576 10 7 (CUSIP Number) National Medical Enterprises, Inc. Attn. Marcus E. Powers, Esq. 2700 Colorado Avenue Sr. Vice Pres. and Gen. Counsel Santa Monica, CA 90404 (213) 315-8416 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 31, 1990 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement /X/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) CUSIP No. 636886 10 3 13D Page 2 of Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON National Medical Enterprises, Inc. 95-2557091 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /X/ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Nevada 7. SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 44,390,737 (14,390,737 owned by EACH Hillhaven Inc. and warrants for 30,000,000) REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 10. SHARED DISPOSITIVE POWER 44,390,737 (14,390,737 owned by Hillhaven Inc. and warrants for 30,000,000) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,390,737 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.5 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 13D Page 3 of Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Hillhaven Corporation 62-0725891 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee 7. SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 44,390,737** EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 10. SHARED DISPOSITIVE POWER 44,390,737** 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,390,737** 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.5 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! ** 14,390,737 shares owned by Hillhaven Inc. and warrants owned by National Medical Enterprises, Inc. for 30,000,000 shares. HH Holding Co., Inc. and The Hillhaven Corporation (a Tennessee corporation) together own 100% of the outstanding stock of Hillhaven Inc. Accordingly, each is listed as beneficially owning all of the shares of the Issuer owned by Hillhaven Inc. CUSIP No. 13D Page 4 of Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HH HOlding Co., Inc. 91-1172506 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 44,390,737** EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 10. SHARED DISPOSITIVE POWER 44,390,737** 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,390,737** 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.5 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! ** 14,390,737 shares owned by Hillhaven Inc. and warrants owned by National Medical Enterprises, Inc. for 30,000,000 shares. HH Holding Co., Inc. and The Hillhaven Corporation (a Tennessee corporation) together own 100% of the outstanding stock of Hillhaven Inc. Accordingly, each is listed as beneficially owning all of the shares of the Issuer owned by Hillhaven Inc. CUSIP No. 13D Page 5 of Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hillhaven Inc. 91-0628039 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 44,390,737** EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 10. SHARED DISPOSITIVE POWER 44,390,737** 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,390,737** 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.5 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! ** 14,390,737 owned and warrants owned by National Medical Enterprises, Inc. for 30,000,000. Item 1. Security and Issuer. The class of equity securities to which this Statement relates is the common stock, par value $0.15 per share (the "Common Stock"), of The Hillhaven Corporation, a Nevada corporation ("New Hillhaven"). The principal executive offices of New Hillhaven are located at 1148 Broadway Plaza, Tacoma, Washington 98401-2264. Item 2. Identity and Background. This Statement is being filed by National Medical Enterprises, Inc., a Nevada corporation ("NME"); The Hillhaven Corporation, a Tennessee corporation ("Old Hillhaven") and a wholly-owned direct subsidiary of NME; HH Holding Co., Inc., a Delaware corporation ("Holding") and a wholly-owned direct subsidiary of Old Hillhaven; and Hillhaven Inc., a Delaware corporation, of which Old Hillhaven and Holding own all the outstanding stock. The principal businesses of NME and its subsidiaries consist primarily of general and specialty hospital operations (the latter of which includes NME's rehabilitation hospitals, psychiatric hospitals and substance abuse facilities). NME's business operations are located in numerous states of the United States as well as abroad. The principal executive offices of NME, Old Hillhaven, Holding and Hillhaven Inc. are located at 2700 Colorado Avenue, Santa Monica, California 90404. 6 (a) - (c) The controlling persons of NME are the members of its Board of Directors acting as such. As indicated above, Old Hillhaven, Holding and Hillhaven Inc. are each a direct or indirect wholly-owned subsidiary of NME. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of NME, Old Hillhaven, Holding and Hillhaven Inc. are set forth in Exhibit 1 to this Schedule 13D and incorporated herein by reference. (d) During the last five years, none of NME, Old Hillhaven, Holding, Hillhaven Inc. or, to the best of their knowledge, any director, executive officer or controlling person of NME, Old Hillhaven, Holding or Hillhaven Inc. has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of NME, Old Hillhaven, Holding, Hillhaven Inc. or, to the best of their knowledge, any director, executive officer or controlling person of NME, Old Hillhaven, Holding or Hillhaven Inc. has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, except as set forth in the next paragraph. In 1989 the Securities and Exchange Commission filed a civil action against Dr. William Banowsky, a director and Executive 7 Vice President of NME, alleging that Dr. Banowsky improperly transmitted non-public information to others in connection with the purchase and sale of securities of a corporation unrelated to NME. Without admitting any culpability, Dr. Banowsky consented to an injunction, which was issued by the United States District Court for the Central District of California, enjoining him from engaging in similar acts, practices and courses of business in the future. Such Court also ordered Dr. Banowsky to disgorge the profits derived by others from the alleged activities and to pay civil penalties. Item 3. Source and Amount of Funds or Other Consideration. New Hillhaven was organized in 1989 in connection with a plan by NME to transfer substantially all of its long term care operations to New Hillhaven and to distribute shares of New Hillhaven stock to NME common shareholders. Such long term care operations had been conducted by NME through Old Hillhaven. Pursuant to the aforementioned plan, NME and certain NME subsidiaries transferred to New Hillhaven a significant portion of the assets of NME's long term care operations (including the stock of certain subsidiaries) and related liabilities in exchange for 95,938,245 shares of Common Stock (1,000 shares of which had been issued in connection with the organization of New Hillhaven) and ten-year warrants to purchase an additional 30,000,000 shares of Common Stock (the "Warrants"). NME retained ownership of certain long term care facilities which have been leased to a New Hillhaven 8 subsidiary. Upon completion of such transfers on January 31, 1990, 81,547,508 shares of Common Stock (constituting approximately 85% of the then outstanding shares) were delivered to Manufacturers Hanover Trust Company, as distribution agent, for distribution to NME shareholders of record as of the close of business on January 12, 1990 (the "Distribution"). The distribution ratio was one share of Common Stock for each share of NME Common Stock. The 14,390,737 shares of Common Stock retained by NME are held by Hillhaven Inc. and the Warrants are held by NME directly. Item 4. Purpose of Transaction. NME's decision to distribute to its common shareholders NME's interest in its nursing home, pharmacy and retirement housing center operations in the United States was made by NME's Board of Directors after evaluating various alternatives intended to increase the long-term value of such shareholders' investment in NME. NME's Board of Directors believes that the Distribution will permit NME to focus its resources on the growth of its specialty and general hospital operations, while allowing New Hillhaven to pursue its primary goals as a separate public company. NME has retained an equity interest in New Hillhaven to permit NME to participate in any future growth of New Hillhaven. NME, Old Hillhaven, Holding and Hillhaven Inc. presently intend that NME and Hillhaven Inc. will hold their respective Warrants and shares of Common Stock as an investment, and none of NME, Old Hillhaven, Holding or Hillhaven Inc. has any present 9 intention of acquiring additional New Hillhaven equity securities (other than the possible acquisition of Common Stock pursuant to the exercise of the Warrants or the acquisition of shares of Series A Preferred Stock of New Hillhaven in the event that the stock purchase rights associated with the Common Stock should become exercisable) or of disposing of any New Hillhaven securities. NME, Old Hillhaven, Holding and Hillhaven Inc. will continually review their investment in New Hillhaven and may in the future change their present intentions. In reaching any conclusion as to a course of action, NME, Old Hillhaven, Holding and Hillhaven Inc. will take into consideration various factors, such as New Hillhaven's business and prospects, other developments concerning New Hillhaven, other business opportunities available and general economic, monetary and stock market conditions. New Hillhaven's Board of Directors consists of eight persons, including four who are currently serving as directors and/or officers of NME. Richard K. Eamer, Chairman and Chief Executive Officer and a director of New Hillhaven, is also the Chairman and Chief Executive Officer and a director of NME; and Leonard Cohen, Vice Chairman and Deputy Chief Executive Officer and a director of New Hillhaven, is also the President and Chief Operating Officer and a director of NME. For a description of certain contractural arrangements between NME and New Hillhaven, see Item 6. Except as otherwise described in this Item 4, none of NME, Old Hillhaven, Holding or Hillhaven Inc. has any present 10 specific plans or proposals which relate to or would result in any of the following: (i) the acquisition by any person of additional securities of New Hillhaven or the disposition of securities of New Hillhaven; (ii) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving New Hillhaven or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of New Hillhaven or any of its subsidiaries; (iv) any change in the present Board of Directors or management of New Hillhaven, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (v) any material change in the present capitalization or dividend policy of New Hillhaven; (vi) any other material change in New Hillhaven's business or corporate structure; (vii) changes in New Hillhaven's Amended and Restated Articles of Incorporation, By-Laws or other instruments corresponding thereto or other actions which may impede the acquisition of control of New Hillhaven by any person; (viii) causing a class of securities of New Hillhaven to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of New Hillhaven becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action similar to any of those enumerated above. However, NME, Old Hillhaven, Holding or Hillhaven Inc. may at any time propose any of the foregoing which it considers desirable. 11 Item 5. Interest in Securities of the Issuer, (a) As of February 5, 1990 NME held (i) through Hillhaven Inc., 14,390,737 shares of Common Stock, and (ii) directly, the Warrants which are immediately exercisable for the purchase of 30,000,000 shares of Common Stock. NME understands that on February 5, 1990 New Hillhaven issued an aggregate of 6,670,195 shares of Common Stock in connection with restricted share grants to key employees so that as of the close of business on such date there were outstanding an aggregate of 102,608,440 shares of Common Stock. Accordingly, assuming the exercise of the Warrants, NME beneficially owned as of February 5, 1990 an aggregate of 44,390,737 shares of Common Stock, or 33.5%, of the shares that would be outstanding giving effect to the exercise of the Warrants. The interests of Old Hillhaven and Holding in the shares of Common Stock held by Hillhaven Inc. are derived exclusively by reason of their being wholly-owned intermediaries between NME and Hillhaven Inc. Each of the directors and executive officers of NME, Old Hillhaven, Holding or Hillhaven Inc. who held shares of common stock, par value $0.15 per share, of NME at the close of business on January 12, 1990 received shares of Common Stock in the Distribution. In addition, on February 5, 1990 Richard K. Eamer and Leonard Cohen received restricted share grants of 1,500,000 and 1,200,000 shares of Common Stock, respectively, pursuant to the New Hillhaven 1990 Stock Incentive Plan (the "1990 Plan"), which is described in Item 6 hereto. None of NME, Old Hillhaven, Holding or 12 Hillhaven Inc. has voting power or investment power with respect to the shares owned by their executive officers and directors, and each expressly disclaims beneficial ownership thereof. Exhibit 2 to this Schedule 13D sets forth, to the best knowledge of NME, Old Hillhaven, Holding and Hillhaven Inc., the number of shares of Common Stock owned by each of the directors and executive officers of NME, Old Hillhaven, Holding and Hillhaven Inc. as of February 5, 1990 and such Exhibit is incorporated herein by reference. To the best knowledge of NME, Old Hillhaven, Holding and Hillhaven Inc., the aggregate number of shares of Common Stock held by the directors and executive officers NME, Old Hillhaven, Holding and Hillhaven Inc. as of February 5, 1990 was 7,177,041, which constituted 7.0% of the shares of Common Stock outstanding on that date. (b) Hillhaven Inc. has the power to vote or to dispose of the shares of Common Stock held by it by reason of being the record holder of the shares. Such power is shared, however, with its parent companies, namely NME, Old Hillhaven, and Holding, which are beneficial owners of the shares held by Hillhaven Inc. Old Hillhaven is a direct, and Holding is an indirect, wholly-owned subsidiary of NME. To the best knowledge of NME, Old Hillhaven, Holding and Hillhaven Inc., except as set forth in Exhibit 2 hereto, each of the directors and executive officers of NME, Old Hillhaven, Holding and Hillhaven Inc. who holds shares of Common Stock has sole voting and disposition power with respect to such shares. 13 (c) See Items 3, 5(a) and 6 hereof for a description of the transactions pursuant to which NME, Old Hillhaven, Holding and Hillhaven Inc. acquired the shares of Common Stock and the Warrants initially held by them, and pursuant to which NME distributed approximately 85% of such shares to the holders of NME common stock. To the best knowledge of NME, Old Hillhaven, Holding and Hillhaven Inc. (i) Items 3, 5(a) and 6 hereof set forth a complete description of the transactions pursuant to which NME's, Old Hillhaven's, Holding's and Hillhaven Inc.'s directors and executive officers acquired shares of Common Stock and (ii) there have been no dispositions of Common Stock by any of such persons. (d) NME, Old Hillhaven, and Holding have the power to direct the receipt of dividends from, and the proceeds from the sale of, the shares of Common Stock held by Hillhaven Inc. by virtue of their controlling positions with respect to Hillhaven Inc. To the best knowledge of NME, Old Hillhaven, Holding and Hillhaven Inc., except as set forth in Exhibit 2 hereto, each of the directors and executive officers of NME, Old Hillhaven, Holding and Hillhaven Inc. who holds shares of Common Stock has the sole right to receive or the power to direct the receipt of dividends from, and the proceeds of sale of, such shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. 1990 Stock Incentive Plan 14 The 1990 Plan provides that New Hillhaven may issue a number of shares of Common Stock thereunder not exceeding 23,000,000. Key employees of New Hillhaven (including executive officers and directors who are employees of New Hillhaven) are eligible to participate in the 1990 Plan. Awards which may be granted under the 1990 Plan include incentive stock options, nonstatutory options, stock appreciation rights and restricted share awards. Generally, restricted shares of Common Stock may be granted under the 1990 Plan, without charge, subject to forfeiture if continued employment in a substantially equivalent or higher capacity for a specified period or other conditions as the Committee may establish are not met. During the restriction period recipients have the right to vote the restricted shares and to receive dividends thereon. With respect to incentive stock options granted under the 1990 Plan, the price payable for shares of Common Stock to be purchased upon exercise of each such option may not be less than 100% of the fair market value of the Common Stock on the date such option is granted. The price payable for shares of Common Stock upon exercise of nonstatutory options under the 1990 Plan may not be less than 50% of the fair market value of the Common Stock on the date of grant. Stock appreciation rights may be granted in tandem or not in tandem with a stock option under the 1990 Plan. Stock appreciation rights granted in tandem with an option are 15 exercisable only to the extent the related option is exercisable and will terminate upon the expiration of the related option. Options and stock appreciation rights granted not in tandem with an option may be exercised during a term of not more than fifteen years from the date of grant, except that incentive stock options are exercisable during a term of not more than five years under certain circumstances. Amounts payable pursuant to stock appreciation rights may be paid in shares of Common Stock or, in the sole discretion of the Compensation Committee of New Hillhaven, in cash or a combination of cash and shares of Common Stock. Messrs. Richard K. Eamer and Leonard Cohen, Chairman and Chief Executive Officer and President and Chief Operating Officer, respectively, of NME, are eligible to participate in the 1990 Plan by reason of their being executive officers of New Hillhaven. See also the information under "Employment Agreements" in this Item 6. A copy of the 1990 Plan is filed herewith as Exhibit 4 to this Schedule 13D and is incorporated herein by reference. Warrant and Registration Rights Agreement NME, New Hillhaven and Manufacturers Hanover Trust Company of California, as Warrant Agent, entered into a Warrant and Registration Rights Agreement dated as of the Distribution Date providing, among other things, for the issuance to NME of the Warrants entitling it to purchase an aggregate of 30 million shares of Common Stock. The initial purchase price for each share of Common Stock purchased upon exercise of the Warrants is $2.11. The purchase price and the number of shares of Common Stock covered by 16 the Warrants are subject to adjustment upon the occurrence of certain events specified in the Warrant and Registration Rights Agreement to protect the exercise right against dilution. The Warrants expire on January 31, 2000. The Warrant and Registration Rights Agreement provides for certain registration rights, both demand and participation, at any time through January 31, 2005 with respect to shares of Common Stock retained by NME in connection with the Distribution or purchasable upon exercise of the Warrants (collectively, "Covered Shares"). The Warrant and Registration Rights Agreement gives NME unlimited demand registration rights so long as at least 100,000 shares are proposed to be covered thereby, but not more than one in any six-month period, and unlimited participation registration rights in connection with any registration by New Hillhaven of a proposed offering of New Hillhaven securities by it or any stockholder of New Hillhaven (other than NME). If NME transfers Warrants or Covered Shares other than in a public offering, the transferee of such Covered Shares and/or Warrants will be entitled to the same participation registration rights as NME thereunder, unless the number of shares of Common stock held by such transferee, or the number of shares of Common Stock purchasable upon the exercise of Warrants held by such transferee, is less than 100,000 shares. A copy of the Warrant and Registration Rights Agreement is filed herewith as Exhibit 5 to this Schedule 13D and is incorporated herein by reference. 17 Employment Agreements On February 5, 1990 Richard K. Eamer, Chairman and Chief Executive Officer and a director of NME, and Leonard Cohen, President and Chief Operating Officer and a director of NME, received 1,500,000 and 1,200,000 restricted shares of Common Stock pursuant to the 1990 Plan as aforesaid, the terms and conditions of such grants being further detailed in the Employment Agreement between each such officer and New Hillhaven (each an "Employment Agreement"; collectively, the "Employment Agreements"). Restricted shares received by Messrs. Eamer and Cohen pursuant to the 1990 Plan and their respective Employment Agreements vest in five equal annual installments beginning January 5, 1991 for so long as the respective officer remains in the employ of New Hillhaven. All stock options and restricted shares granted to Messrs. Eamer and Cohen, including the aforementioned restricted shares, will immediately vest upon the occurrence of certain events specified in the Employment Agreement of each such officer. The Employment Agreements will expire on January 31, 1995. Copies of the Employment Agreement of Richard K. Eamer and the Employment Agreement of Leonard Cohen have been filed herewith as Exhibits 19 and 20, respectively, to this Schedule 13D and are incorporated herein by reference. Director' Stock Option Plan 18 New Hillhaven has adopted a Directors' Stock Option Plan (the "Directors' Plan") in which directors who are not officers or employees of New Hillhaven participate. Under the Directors' Plan, all members of the New Hillhaven Board of Directors who are not officers or employees of New Hillhaven on the date of grant will be granted options to acquired 10,000 shares of Common stock on the last Thursday of March of each year if serving in such capacity on that date. The options granted under the Directors' Plan are nonstatutory options. The basic term of an option expires not later than 15 years from the date of grant. Options are fully exercisable one year after the date of grant. Messrs. Peter de Wetter and Lloyd R. Johnson, directors of NME who are also directors of New Hillhaven, are eligible to participate in the Directors' Plan. A copy of the Directors' Plan has been filed herewith as Exhibit 21 to this Schedule 13D and is incorporated herein by reference. Other Agreements In addition to the Warrant and Registration Rights Agreement there are in place a number of other agreements between NME and New Hillhaven and/or their respective subsidiaries with respect to various long- term contractual arrangements between them. Such parties have also entered into a number of other agreements for the purposes of governing certain other ongoing relationships between them and to provide procedures for an orderly transition. Copies of these agreements have been filed as Exhibits 3 and 6 19 through 18, respectively, to this Schedule 13D and are incorporated herein by reference. A description of these agreements is contained under the caption "Relationship Between NME and New Hillhaven After the Distribution" in the Information Statement sent to NME shareholders in connection with the Distribution (a copy of which is filed as Exhibit 22 hereto) and such description is incorporated herein by reference. Such discription, however, does not purport to be complete and is subject to and qualified in its entirety by reference to the agreements as filed. Any other information required to be included in this Schedule 13D and contained in such Information Statement is also incorporated herein by reference. Item 7. Material Filed as Exhibits. Exhibit 1 -- List of Directors and Executive Officers of NME, Old Hillhaven, Holding and Hillhaven Inc. Exhibit 2 -- Ownership of, and Transactions in, Common Stock by Directors and Executive Officers of NME, Old Hillhaven, Holding and Hillhaven Inc. Exhibit 3 -- Reorganization and Distribution Agreement dated as of January 8, 1990 between NME and New Hillhaven, as amended as of January 30, 1990 Exhibit 4 -- The Hillhaven Corporation 1990 Stock Incentive Plan Exhibit 5 -- Warrant and Registration Rights Agreement dated as of January 31, 1990 among NME, New Hillhaven and Manufacturers Hanover Trust Company of California, as Warrant Agent Exhibit 6 -- Form of Lease dated on or prior to January 31, 1990 between NME or a subsidiary of NME, on the one hand, and First Healthcare Corporation, a New Hillhaven subsidiary ("FHC"), on the other hand 20 Exhibit 7 -- Form of Assignment and Assumption of Lease Agreement dated as of January 31, 1990 between NME or a subsidiary of NME, on the one hand, and a New Hillhaven subsidiary, on the other hand, together with the related Guaranty of Lease by New Hillhaven Exhibit 8 -- Promissory Note dated January 31, 1990 of FHC Exhibit 9 -- Promissory Note dated January 31, 1990 of Medi-$ave Pharmacies, Inc. Exhibit 10 -- Note Guarantee Agreement dated as of January 31, 1990 among NME, New Hillhaven, Old Hillhaven and Hillhaven Inc. Exhibit 11 -- Guarantee Reimbursement Agreement dated as of January 31, 1990 between NME and New Hillhaven Exhibit 12 -- Revolving Credit and Term Loan Agreement dated as of January 31, 1990 between NME and New Hillhaven Exhibit 13 -- Employee Benefits Agreement dated as of January 31, 1990 between NME and New Hillhaven Exhibit 14 -- Insurance Agreement dated as of January 31, 1990 between NME and New Hillhaven Exhibit 15 -- Services Agreement dated as of January 31, 1990 between NME and New Hillhaven Exhibit 16 -- Tax Sharing Agreement dated as of January 31, 1990 between NME and New Hillhaven Exhibit 17 -- Government Programs Agreement dated as of January 31, 1990 between NME and New Hillhaven Exhibit 18 -- Form of Management Agreement dated as of January 31, 1990 between FHC, on the one hand, and a subsidiary of NME, on the other hand Exhibit 19 -- Employment Agreement dated as of January 31, 1990 between Richard K. Eamer and New Hillhaven Exhibit 20 -- Employment Agreement dated as of January 31, 1990 between Leonard Cohen and New Hillhaven Exhibit 21 -- The Hillhaven Corporation Directors' Stock Option Plan Exhibit 22 -- Information Statement, dated January 8, 1990, distributed to NME shareholders 21 Exhibit 23 -- Agreement among NME, Old Hillhaven, Holding and Hillhaven Inc. relating to the Joint Filing of Schedule 13D 22 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATE: February 9, 1990 NATIONAL MEDICAL ENTERPRISES, INC. By /s/ Marcus E. Powers Marcus E. Powers Title: Senior Vice President 23 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATE: February 9, 1990 THE HILLHAVEN CORPORATION, a Tennessee corporation By /s/ Marcus E. Powers Marcus E. Powers Title: Senior Vice President 24 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATE: February 9, 1990 HH HOLDING CO., INC. By /s/ Marcus E. Powers Marcus E. Powers Title: Senior Vice President 25 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATE: February 9, 1990 HILLHAVEN INC. By /s/ Marcus E. Powers Marcus E. Powers Title: Senior Vice President 26 -----END PRIVACY-ENHANCED MESSAGE-----