-----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, pWSw2RWQsfIMoXMCJdImFRE6+XuL/QZxnNnSKXsKaUIvUj4RMfehiiTm+5DoGn2w ssaWO6Md8I7ykIC6LKZjRg== 0000276477-95-000009.txt : 19950607 0000276477-95-000009.hdr.sgml : 19950607 ACCESSION NUMBER: 0000276477-95-000009 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950123 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HILLHAVEN CORP CENTRAL INDEX KEY: 0000276477 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 911459952 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10426 FILM NUMBER: 95502201 BUSINESS ADDRESS: STREET 1: 1148 BROADWAY PLZ CITY: TACOMA STATE: WA ZIP: 98402 BUSINESS PHONE: 2065724901 FORMER COMPANY: FORMER CONFORMED NAME: MERIT CORP DATE OF NAME CHANGE: 19600201 8-A12B/A 1 AMENDED FORM 8-A Securities and Exchange Commission Washington, D.C. 20549 Form 8-A/A Amending Form 8-A dated October 8, 1993 For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 The Hillhaven Corporation (Exact name of registrant as specified in its charter) Nevada 91-1459952 (State of incorporation (I.B.S. Employer or organization) Identification No.) 1145 Broadway Plaza, Tacoma, Washington 98402 (Address of principal executive offices) (Zip Code) Securities registered pursuant to Section 12(b) of the Act: Title of each class registered: Name of each exchange on which each class registered: Common Stock, par value New York Stock Exchange, Inc. $0.75 per share 7-3/4% Convertible Subordinated New York Stock Exchange, Inc. Debentures due 2002 Preferred Stock Purchase Rights New York Stock Exchange, Inc. Securities registered pursuant to Section 12(g) of the Act: NONE This Form 8-A/A amends and supplements the Form 8-A (the "Form 8-A") filed by The Hillhaven Corporation (the "Registrant") on October 8, 1993 with respect to, among other securities, Preferred Stock Purchase Rights. ITEM 1. Description of Registrant's Securities To Be Registered The text of Item 1 of the Form A stated: The description of the Common Stock, the 7-3/4% Convertible Subordinated Debentures and the Preferred Stock Purchase Rights of the Registrant to be registered hereunder is set forth on pages 49-58 of the final Prospectus, dated October 28, 1992, constituting part of the Registrant's Registration Statement on Form S-1 (Commission File No. 38-48755), as filed with the Securities and Exchange Commission on October 28, 1992, which description is incorporated herein by reference. The description of the Preferred Stock Purchase Rights hereby is amended to include the following: On January 16, 1995, the Board of Directors of the Registrant adopted an amendment to the Rights Agreement between the Registrant and Manufacturers Hanover Trust Company of California dated as of January 31, 1990 (Exhibit 6 to the Form 8-A) pursuant to which the Preferred Stock Purchase Rights registered under the Form 8-A were issued. A copy of the amendment is attached as an exhibit hereto and is hereby incorporated by reference. The amendment, among other things, provides that National Medical Enterprises, Inc. ("NME") will not be permitted to acquire additional shares of common stock of the Registrant unless it represents under 30% of all such shares. Thereafter, NME will be permitted to own just under 30% of such shares, the same restriction applicable to all persons. ITEM 2. Exhibits The Exhibits to the Form 8-A were: 1. Specimen Common Stock Certificate, which is included as Exhibit 4.3 to the Registrant's Registration Statement on Form 10, Commission File No. 1-10426, as filed with the Securities and Exchange Commission on January 8, 1990. 2. Form of Indenture between Registrant and Bankers Trust Company, as Trustee with respect to the 7-3/4% Convertible Subordinated Debentures due 2002, which is included as Exhibit 4.14 to the Registration Statement on Form S-1, Commission File No. 33-48755, as filed with the Securities and Exchange Commission on October 28, 1993. 3. Form of 7-3/4% Convertible Subordinated Debenture due 2002, which is included as Exhibit 4.15 to the above-mentioned Registration Statement on Form S-1. 4. Amended and Restated Articles of Incorporation, which is included as Exhibit J to Exhibit Z to the Registrant's Quarterly Report on Form 10-Q for the period ending November 30, 1989. 5. Amended and Restated Bylaws of the Registrant, which is included as Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-Q for the period ending November 30, 1989. 6. Rights Agreement between Hillhaven and Manufacturers Hanover Trust Company of California, dated as of January 31, 1990, which is included as Exhibit 4.6 to the Registrant's Quarterly Report on Form 10-Q for the period ending November 30, 1989. 7. Form of Rights Certificate, which is included as Exhibit A to Exhibit 4.6 to the Registrant's Quarterly Report on Form 10-Q for the period ending November 30, 1989. The following exhibits are hereby added: 8. Form of Amendment dated as of January 16, 1995 to Rights Agreement. 9. Press Release dated January 16, 1995. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. THE HILLHAVEN CORPORATION By: /s/ Richard P. Adcock Richard P. Adcock Senior Vice President, Secretary and General Counsel Date: January 20, 1995 EX-8 2 AMENDMENT TO RIGHTS AGREEMENT EXHIBIT 8 THE HILLHAVEN CORPORATION and CHEMICAL TRUST COMPANY OF CALIFORNIA Rights Agent Amendment Dated as of January 16, 1995 to Rights Agreement Dated as of January 31, 1990 AMENDMENT TO RIGHTS AGREEMENT This AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as of this 16th day of January, 1995 by and between The Hillhaven Corporation, a Nevada corporation (the "Company"), and Chemical Trust Company of California, a California corporation, as successor to Manufacturers Hanover Trust Company of California (the "Current Rights Agent"). WHEREAS, the Company and the Rights Agent (the "Parties") are parties to a Rights Agreement dated as of January 31, 1990 (the "Rights Agreement"); WHEREAS, the original Rights Agent (the "Original Rights Agent") under the Rights Agreement was Manufacturers Hanover Trust Company of California and the Current Rights Agent has succeeded to the rights and duties of the Original Rights Agent under the Rights Agreement; WHEREAS, in October 1993 the Company effected a 1-for-5 reverse stock split of its Common Stock and increased the par value of its Common Stock from $0.15 per share to $0.75 per share (collectively, the "Stock Split"); WHEREAS, as a result of the Stock Split, the "Purchase Price" (as defined in the Rights Agreement) was automatically adjusted pursuant to Section 11(a)(i) of the Rights Agreement and became $50 rather than $10; WHEREAS, the Board of Directors has determined that it is appropriate to restrict the ability of National Medical Enterprises, Inc. ("NME") to acquire additional shares of Common Stock (as defined in the Rights Agreement) in order to protect the interests of other holders of Common Stock in light of recent announcements by NME; and WHEREAS, the Parties desire to amend the Rights Agreement, pursuant to Section 26 thereof, effective immediately, to reflect the succession of the Current Rights Agent to the Original Rights Agent as Rights Agent under the Rights Agreement, to reflect the Stock Split, to reflect the adjustment in the Purchase Price resulting from the Stock Split, and to change the application of certain provisions of the Rights Agreement as they may apply to NME; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the Parties hereby agree as follows: 1. Amendments to Rights Agreement. Pursuant to Section 26 of the Rights Agreement, the Rights Agreement is hereby amended, effective immediately, in the respects set forth in Annex A to this Amendment, all other provisions of the Rights Agreement being intended to remain in full force and effect in accordance with their respective terms. 2. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Nevada and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 3. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 4. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable, (a) such invalid, illegal or unenforceable term, provision, covenant or restriction shall nevertheless be valid, legal and enforceable to the extent, if any, provided by such court or authority, and (b) the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 5. Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. 6. References to "this Agreement". Effective immediately, all references in the Rights Agreement to "this Agreement" shall for all purposes be construed as references to the Rights Agreement as amended by this Amendment. IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. Attest: THE HILLHAVEN CORPORATION By: /s/ Ellen B. Alben By: /s/ Richard P. Adcock Ellen B. Alben Richard P. Adcock Title: Assistant Secretary Title: Senior Vice President Attest: CHEMICAL TRUST COMPANY OF CALIFORNIA By: /s/ Sylvia Steen By: /s/ Carol A. McFarland Sylvia Steen Carol A. McFarland Title: Assistant Manager Title: Assistant Vice President ANNEX A AMENDMENTS TO RIGHTS AGREEMENT All capitalized terms used in this Annex have the respective meanings given to them in the foregoing Amendment or in the Rights Agreement (as defined in the foregoing Amendment), as the case may be. 1. Definition of "Rights Agent". The introductory paragraph to the Rights Agreement is hereby amended by replacing the reference to "Manufacturers Hanover Trust Company of California, a California corporation," with a reference to "Chemical Trust Company of California, a California corporation". 2. Definition of "Common Stock". The Recital to the Rights Agreement is hereby amended by replacing the reference in the third line thereof to $0.15" with a reference to "0.75". 3. Definition of "Acquiring Person". Section 1(a) of the Rights Agreement is hereby amended by: (i) adding the word "and" after the words "capacity," and before clause (iv); and (ii) changing the comma after the word "Company" before clause (v) to a period and deleting everything in Section 1(a) that follows such period. 4. Definition of "Substantial Block". Section 1(t) is hereby amended to read in its entirety as follows: "Substantial Block" shall mean (a) in the case of all Persons other than NME, a number of shares of Voting Stock having in the aggregate 20% or more of the Company's general voting power, and (b) in the case of NME, (i) a number of shares of Voting Stock equal to 8,878,147 (or such greater number of shares of Common Stock beneficially owned by National Medical Enterprises, Inc. as of the time on January 16, 1995 when this Amendment is first publicly announced by the Company) until such time as such number of shares represents less than 30% of the outstanding Voting Stock and (ii) thereafter a number of shares of the Voting Stock having in the aggregate 30% or more of the general voting power of the Company." 5. Amendment to Section 3(a). Section 3(a) of the Rights Agreement is hereby amended as follows: (i) the second parenthetical phrase of clause (i) shall read in its entirety as follows: "(other than the Company, any Subsidiary of the Company, or any employee benefit plan or employee stock plan of the Company or any Subsidiary of the Company)" (ii) immediately following the words "for a number of shares of the outstanding Voting Stock having 30% or more of the general voting power" there shall be added the words "in the case of any Person other than NME and, in the case of NME, for a number of shares of the outstanding Voting Stock which, if acquired, would result in NME becoming an Acquiring Person," 6. Amendment to Purchase Price. Section 7(b) of the Rights Agreement is hereby amended by replacing the words "initially be $10" with the words "be $50". 7. Amendments to Section 11(a). Section 11(a) of the Rights Agreement is hereby amended in the following respects: (i) The words "the date of this Agreement" appearing in Section 11(a)(i) immediately before subclause (A) shall be replaced with the words "January 16, 1995"; and (ii) Following the words "30% or more of the general voting power of the Company" appearing at the end of Section 11(a)(ii)(C) there shall be added the words "or, in the case of NME, NME shall become the Beneficial Owner of a Substantial Block". 8. Amendment to Section 25. Section 25 of the Rights Agreement is hereby amended by replacing the words "Manufacturers Hanover Trust Company of California" with the words "Chemical Trust Company of California". 9. Amendment to Form of Right Certificate. The first paragraph of the Form of Right Certificate constituting Exhibit A to the Rights Agreement is hereby amended by: (i) substituting for the text on the fourth through eighth lines the following words: "the Rights Agreement, dated as of January 31, 1990, as amended by the Amendment dated as of January 16, 1994 (together, the "Rights Agreement"), between The Hillhaven Corporation, a Nevada corporation (the "Company"), and Chemical Trust Company of California, a California corporation"; and (ii) replacing the reference to "$10" on the 18th line with a reference to "$50". 10. Amendment to "Summary of Rights". The "Summary of Rights to Purchase Preferred Stock" constituting Exhibit B to the Rights Agreement is hereby amended to reflect mutatis mutandis the applicable amendments set forth above in this Annex A and the reference to Exhibit B to the Rights Agreement in the final sentence of Section 3(b) of the Right Agreement is hereby amended to be a reference to said Exhibit B as so amended. EX-9 3 PRESS RELEASE EXHIBIT 9 CONTACT: Tim Carroll The Hillhaven Corporation Vice President, Investor Relations (206) 756-4806 HILLHAVEN AMENDS RIGHTS PLAN TACOMA, Washington (January 16, 1995) -- The Hillhaven Corporation (NYSE:HIL), one of the nation's largest diversified health care providers, today announced that its Board of Directors has adopted an amendment to Hillhaven's shareholder rights plan. Prior to the amendment, all persons other than National Medical Enterprises, Inc. (NYSE:NME) were restricted from owning 30% or more of Hillhaven's common shares without approval of the Board of Directors. As a result of the amendment, NME will not be permitted to acquire additional Hillhaven common shares unless its ownership interest represents under 30% of all Hillhaven common shares, in which case NME can buy up to just under 30% of Hillhaven common shares. Hillhaven announced that the amendment was adopted by its Board of Directors in light of NME's recent announcement that it is exploring various alternatives with respect to its ownership interest in Hillhaven. Hillhaven emphasized that it will seek to continue to cooperate with NME in exploring alternatives relating to NME's investment in Hillhaven. The Hillhaven Corporation is one of the nation's largest diversified health care providers, operating 363 nursing centers, retirement housing communities and pharmacy outlets in 36 states. Hillhaven offers an extensive array of health care services including subacute care, inpatient and outpatient rehabilitation, orthopedic and stroke recovery programs, post-operative care, long term care, specialized care for Alzheimer's disease, pharmacy services and retirement and assisted living services. -----END PRIVACY-ENHANCED MESSAGE-----