-----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, HSJGlFAI8VmY0w1LFFM4HwBEMLzQu+RuYs39Ed0vdyZoBOH1HQw28h3fquopIFB9 S0RfQkWApfiH62iMg6Td0w== 0000276477-95-000002.txt : 19950111 0000276477-95-000002.hdr.sgml : 19950111 ACCESSION NUMBER: 0000276477-95-000002 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950110 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: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57215 FILM NUMBER: 95500868 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 S-3 1 S-3 SHELF REGISTRATION As filed with the Securities and Exchange Commission on January 10, 1995 Registration No. 33-_____ WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE HILLHAVEN CORPORATION (Exact name of registrant as specified in its charter) Nevada 91-1459952 (State or other (I.R.S. Employer jurisdiction of Identification incorporation or No.) organization) 1148 Broadway Plaza Tacoma, Washington 98402 (206) 572-4901 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) RICHARD P. ADCOCK Senior Vice President, Secretary and General Counsel The Hillhaven Corporation 1148 Broadway Plaza Tacoma, Washington 98402 (206) 572-4901 (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. /X/ CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of Securities to be Maximum Maximum Registration to be Registered Offering Aggregate Fee Registered Price Per Offering Share Price Common Stock, 4,000,000 $21.3125 $85,250,000.00 $29,397.00 par value shares $0.75 per share Based on the average of the high and low prices of the Company's Common Stock on the New York Stock Exchange Composite Tape on January 6, 1995.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. SUBJECT TO COMPLETION, DATED JANUARY 10, 1995 PROSPECTUS THE HILLHAVEN CORPORATION Common Stock This Prospectus covers the offering for resale of up to 4,000,000 shares (the "Shares") of common stock, par value $0.75 per share (the "Common Stock") of The Hillhaven Corporation ("Hillhaven" or the "Company") by the Selling Stockholders to be named herein under "Selling Stockholders", who will acquire such shares in connection with the acquisition by Hillhaven of nursing facilities, pharmacies or related businesses or entities owning nursing facilities, pharmacies or related businesses. Hillhaven will not receive any proceeds from such resale. The consideration for such acquisitions will consist of Shares, cash, notes, or other evidences of debt, assumption of liabilities or a combination thereof, as determined from time to time by negotiations between the Company and the owners or controlling persons of the facilities or businesses to be acquired. It is anticipated that Shares issued in any such acquisition will be valued at a price reasonably related to the current market value of the Shares, either at the time the terms of the acquisition are tentatively agreed upon, or at or about the time of closing, or during the period or periods prior to delivery of the Shares. The Common Stock is listed on the New York Stock Exchange under the symbol HIL. The Shares covered by this Prospectus may be offered for sale from time to time on the New York Stock Exchange or otherwise, at prices then obtainable. Certain persons who sell the Shares covered by this Prospectus, and any broker or dealer to or through whom any such person shall sell such securities, may be deemed to be underwriters within the meaning of the Securities Act with respect to the sale of such securities. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is ____________, 1995. Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. AVAILABLE INFORMATION The Company has filed with the Securities and Exchange Commission (the "Commission") in Washington, D.C., a Registration Statement on Form S-3 (together with all amendments and exhibits and schedules thereto, hereinafter referred to as the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock offered by this Prospectus. This Prospectus, which constitutes a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the Rules and Regulations of the Commission. For further information with respect to the Company and the Common Stock, reference is made to the Registration Statement. Statements contained in this Prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete; with respect to each such contract, agreement or other document filed as an exhibit to the Registration Statement or otherwise filed with the Commission, reference is made to such contract, agreement or other document for a complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information and the Registration Statement and exhibits and schedules thereto filed by the Company with the Commission can be inspected and copied at the Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the Commission located at Seven World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies may also be obtained from the Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such reports, proxy statements and other information filed on or before November 1, 1993 can also be inspected at the offices of the American Stock Exchange, 86 Trinity Place, New York, New York 10006. Such reports, proxy statements and other information filed on or after November 2, 1993 can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, which have been filed by the Company with the Commission, are hereby incorporated in this Prospectus by reference and made a part hereof: 1. The Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1994; 2. Quarterly Report on Form 10-Q for the quarter ended August 31, 1994; 3. Current Report on Form 8-K dated as of October 12, 1994; and 4. The descriptions of the Company's Common Stock and of the purposes and certain anti-takeover effects of certain provisions of the Company's Amended and Restated Articles and Bylaws and of the Rights Plan, which are contained in the Company's Registration Statement on Form 10 filed with the Commission on January 8, 1990, pursuant to Section 12 of the Exchange Act, including any amendments or reports filed for the purpose of updating such descriptions. In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. Hillhaven will provide without charge to each person to whom a copy of this Prospectus is delivered, upon the request of any such person, a copy of any or all of the foregoing documents incorporated herein by reference (other than exhibits to such documents). Written or telephone requests should be directed to: The Hillhaven Corporation, 1148 Broadway Plaza, Tacoma, Washington 98402, Attention: Secretary, (206) 572-4901. THE COMPANY Hillhaven operates nursing centers, pharmacies and retirement housing communities. Based upon the number of beds in service and net operating revenues, the Company is the second largest long term care provider in the United States and believes that it is one of the leading providers of Alzheimer's care. Pharmacy operations are conducted through the Company's wholly- owned subsidiary, Medisave Pharmacies, Inc. ("Medisave"). The Company provides a wide range of diversified health care services, including long term care and subacute medical and rehabilitation services, such as wound care, oncology treatment, brain injury care, stroke therapy and orthopedic therapy. Subacute medical and rehabilitation services are offered at all of the Company's nursing centers and are the fastest growing component of the Company's nursing center operations. Hillhaven believes that it is also one of the largest providers of physical, occupational and speech therapies in the United States. In addition, the Company currently provides long term care to residents of the Company's nursing centers with Alzheimer's disease through 61 Alzheimer's care units. Unless the context otherwise requires, the terms "Hillhaven" and the "Company" refer to The Hillhaven Corporation and its consolidated subsidiaries. The Company was incorporated under the laws of the state of Nevada in May 1989. Its principal offices are located at 1148 Broadway Plaza, Tacoma, Washington 98402, and its telephone number is (206) 572-4901. SELLING STOCKHOLDERS This Prospectus has been prepared for use by the persons who may receive Shares from the Company in acquisitions and who may be entitled to offer such Shares under circumstances requiring the use of a Prospectus (the "Selling Stockholders"). No Selling Stockholders have yet been identified by the Company. PLAN OF DISTRIBUTION The Company is not aware of any plan of distribution with respect to the Selling Stockholders. Distribution of the Shares by the Selling Stockholders may be effected from time to time in one or more transactions (which may involve block transactions) (i) on the New York Stock Exchange, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchange or in the over-the-counter market or (iv) in a combination of any such transactions. Such transactions may be effected by the Selling Stockholders at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices. The Selling Stockholders may effect such transactions by selling Shares to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts or commissions from the Selling Stockholders and may receive commissions from the purchasers of Shares for whom they may act as agent. LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company by Richard P. Adcock, Senior Vice President, Secretary and General Counsel of the Company. As to matters governed by the laws of the State of Nevada, the Company's General Counsel will rely on Woodburn and Wedge, One East First Street, Suite 1600, Reno, Nevada. As of November 30, 1994, Mr. Adcock owned 35,789 shares of the Company's Common Stock, of which 13,742 are subject to forfeiture under certain circumstances. In addition, Mr. Adcock held options to purchase an additional 3,340 shares of the Company's Common Stock pursuant to the 1990 Stock Incentive Plan and options to purchase an aggregate of 184,590 shares of the Company's Common Stock pursuant to the Performance Investment Plan. Mr. Adcock also has an interest in 5,916 Performance Shares (reflects 100% of the target award) awarded under the 1990 Stock Incentive Plan, which he is eligible to receive with respect to the three-year periods ending May 31, 1995, May 31, 1996 and May 31, 1997. EXPERTS The consolidated financial statements and schedules of The Hillhaven Corporation and its subsidiaries as of May 31, 1994 and 1993 and for each of the years in the three year period ended May 31, 1994, in the Company's annual report on Form 10-K, have been incorporated by reference herein in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP covering the May 31, 1994 consolidated financial statements refers to a change in the method of providing income taxes by adopting Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". No person has been authorized to give any information or to make any representation not contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorized. This Prospectus does not constitute an offer of any securities other than the registered securities to which it relates or an offer to any person in any jurisdiction where such offer would be unlawful. The delivery of this Prospectus at any time does not imply that information herein is correct as of any time subsequent to its date. TABLE OF CONTENTS Page Available Information 2 Incorporation of Certain Documents by Reference 3 The Company 4 Selling Stockholders 4 Plan of Distribution 4 Legal Matters 5 Experts 5 4,000,000 Shares THE HILLHAVEN CORPORATION Common Stock PROSPECTUS ___________, 1995 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution The following is an itemized statement of the expenses (all but the SEC fees are estimates) in connection with the issuance and distribution of the Shares being registered hereunder. All such expenses will be borne by the Company. SEC filing fee $29,397.00 Accountants' fees and expenses 5,000.00 Legal fees and expenses 5,000.00 Miscellaneous 2,603.00 ---------- Total $42,000.00 ---------- ---------- Item 15. Indemnification of Directors and Officers Nevada law and the Company's Amended and Restated Articles of Incorporation and Amended and Restated Bylaws permit indemnification of directors and officers in terms sufficiently broad to indemnify officers and directors under certain circumstances for liabilities (including expense reimbursement) arising under the Securities Act of 1933, as amended (the "Securities Act"). The Company also maintains an indemnification agreement with each of its directors and any officer designated by the Company's Board of Directors insuring them against certain liabilities incurred by them in the performance of their duties, including liabilities under the Securities Act. In addition, the Company has directors and officers liability insurance policies. Item 16. Exhibits The following Exhibits are filed or incorporated by reference in this Registration Statement: 3.01 Amended and Restated Articles of Incorporation of Registrant (Incorporated by reference to Exhibit J to Exhibit 2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended November 30, 1989, as amended) 3.02 Amended and Restated By-Laws of Registrant (Incorporated by reference to Exhibit 3.02 to Registrant's Annual Report on Form 10-K for the year ended May 31, 1994) 5.01 Opinion of Richard P. Adcock* 5.02 Opinion of Woodburn and Wedge* 23.01 Consent of KPMG Peat Marwick LLP 23.02 Consent of Richard P. Adcock (included in Exhibit 5.01)* 23.03 Consent of Woodburn and Wedge (included in Exhibit 5.02)* 24.01 Power of Attorney (included in signature page to the Registration Statement) * To be filed by Amendment. Item 17. Undertakings The undersigned Registrant hereby undertakes: (a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, and has duly caused this Registration Statement to be signed on its behalf by the undesigned, thereunto duly authorized, in the City of Tacoma, State of Washington, on January 10, 1995. THE HILLHAVEN CORPORATION By: /s/ RICHARD P. ADCOCK Richard P. Adcock Senior Vice President and Secretary POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears in this Registration Statement in any capacity hereby constitutes and appoints Bruce L. Busby, Chris Marker, Robert F. Pacquer and Richard P. Adcock, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto the attorney- in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that the attorney-in- fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ BRUCE L. BUSBY Chief Executive January 10, 1995 (Bruce L. Busby) Officer and Chairman of the Board /s/ WALTER F. BERAN Director January 10, 1995 (Walter F. Beran) /s/ PETER DE WETTER Director January 10, 1995 (Peter de Wetter) /s/ CHRIS MARKER President and January 10, 1995 (Chris Marker) Director /s/ DINAH JACOBS Director January 10, 1995 (Dinah Jacobs) /s/ JACK O. VANCE Director January 10, 1995 (Jack O. Vance) /s/ MARIS ANDERSONS Director January 10, 1995 (Maris Andersons) /s/ ROBERT F. PACQUER Senior Vice President January 10, 1995 (Robert F. Pacquer) and Chief Financial Officer /s/ MICHAEL B. WEITZ Vice President and January 10, 1995 (Michael B. Weitz) Principal Accounting Officer Exhibit List Exhibit No. Description 3.01 Amended and Restated Articles of Incorporation of Registrant (Incorporated by reference to Exhibit J to Exhibit 2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended November 30, 1989, as amended) 3.02 Amended and Restated By-Laws of Registrant (Incorporated by reference to Exhibit 3.02 to Registrant's Annual Report on Form 10-K for the year ended May 31, 1994) 5.01 Opinion of Richard P. Adcock* 5.02 Opinion of Woodburn and Wedge* 23.01 Consent of KPMG Peat Marwick LLP 23.02 Consent of Richard P. Adcock (included in Exhibit 5.01)* 23.03 Consent of Woodburn and Wedge (included in Exhibit 5.02)* 24.01 Power of Attorney (included in signature page to the Registration Statement) * To be filed by Amendment. EX-23.01 2 AUDITORS' LETTER Exhibit 23.01 KPMG Peat Marwick LLP Certified Public Accountants 3100 Two Union Square 601 Union Street Seattle, WA 98101-2327 INDEPENDENT AUDITORS' CONSENT The Board of Directors The Hillhaven Corporation: We consent to incorporation by reference in the Registration Statement on Form S-3 of The Hillhaven Corporation of our report dated July 8, 1994, relating to the consolidated balance sheets of The Hillhaven Corporation and subsidiaries as of May 31, 1994 and 1993, and the related consolidated statements of operations, cash flows, and stockholders' equity for each of the years in the three-year period ended May 31, 1994, and all related schedules, which report appears in the May 31, 1994 annual report on Form 10-K of The Hillhaven Corporation and to the reference to our firm under the heading "Experts" in the prospectus. Our report refers to a change in the method of accounting for income taxes effective June 1, 1992. /s/ KPMG Peat Marwick LLP Seattle, Washington January 10, 1995 -----END PRIVACY-ENHANCED MESSAGE-----