-----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, MxSXSPtTOKTo5YqvX0dMSJIHJ0Jbie5SSvyiuLuolOZSRsczRBAnyEiolitQgPKl M7FbeEU1mmeNE2lS1Y10pA== 0000276477-95-000013.txt : 19950515 0000276477-95-000013.hdr.sgml : 19950515 ACCESSION NUMBER: 0000276477-95-000013 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950213 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: 95509051 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.) 1148 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, as amended on January 20, 1995, 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. On February 7, 1995, the Rights Agreement was amended. Among the provisions amended were those defining "Distribution Date" and "Continuing Director" and the provision relating to the redemption of the Preferred Stock Purchase Rights. These amendments were made in order to maintain the Registrant's ability to redeem the Preferred Stock Purchase Rights or amend the Rights Plan. The Rights otherwise would have become non- redeemable as a result of Horizon Healthcare Corporation ("Horizon") having acquired beneficial ownership of more than 20% of the Common Stock by virtue of its arrangements with NME. The Registrant announced on February 6, 1995 that it has commenced litigation against Horizon seeking a judicial determination that Horizon has become the beneficial owner of the Common Stock held by NME by virtue of its arrangements with NME for purposes of the Nevada statute prohibiting business combinations with "interested stockholders" (i.e. beneficial owners of more than 10% of Hillhaven's Common Stock). 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, 1992. 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. 8. Form of Amendment dated as of January 16, 1995 to Rights Agreement. 9. Press Release dated January 16, 1995. The following exhibits are hereby added: 10. Form of Amendment dated as of February 7, 1995 to Rights Agreement. 11. Press release dated February 8, 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: February 10, 1995 EX-10 2 AMENDMENT TO RIGHTS AGREEMENT EXHIBIT 10 THE HILLHAVEN CORPORATION and CHEMICAL TRUST COMPANY OF CALIFORNIA Rights Agent Amendment Dated as of February 7, 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 7th day of February, 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, as amended (the "Rights Agreement"); WHEREAS, the Parties desire to amend the Rights Agreement, pursuant to Section 26 thereof; 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 Title: Assistant Secretary Title: Senior Vice President Attest: CHEMICAL TRUST COMPANY OF CALIFORNIA By: /s/ Sylvia Steen By: /s/ 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 "Distribution Date". The first sentence of Section 3(a) is hereby amended by replacing it in its entirety with the following: "The "Distribution Date" shall mean the earlier of (i) the tenth Business Day after the date of the commencement of a tender or exchange offer (as determined by reference to Rule 14d- 2(a) (or any successor rule) under the Exchange Act) by any Person (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) for a number of shares of the outstanding Voting Stock which would result in such Person becoming the Beneficial Owner of a number of shares of the outstanding Voting Stock having 30% or more of the general voting power, unless during such ten Business Day period the Company's Board of Directors declares that the tenth Business Day following such tender or exchange offer shall not be a Distribution Date, or (ii) the earlier of (A) any Person becoming the Beneficial Owner of a number of shares of the then outstanding Voting Stock having 30% or more of the general voting power of the Company or (B) the date determined by the Special Committee of the Board of Directors of the Company created on February 5, 1995 (or, if this Committee ceases to exist, by the Board of Directors of the Company), provided that such date is at least ten Business Days after the first public announcement of such Committee's (or, if applicable, the Board's) determination (the date described in this clause (ii) is hereinafter referred to as the "Redemption Deadline"). 2. Definition of "Continuing Director". Section 1(h) is hereby amended by replacing it in its entirety with the following: "Continuing Director" shall mean any member of the Board of Directors of the Company (while such Person is a member of the Board) who is not an Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or a representative, designee or nominee of an Acquiring Person or of any such Affiliate or Associate, and who either (i) was a member of the Board prior to the time that any Person (other than any Person who is an Acquiring Person as of February 7, 1995) became an Acquiring Person, or (ii) became a member of the Board subsequent to the time that any Person became an Acquiring Person, if such Person's nomination for election or election to the Board was recommended or approved by a majority of the Continuing Directors then in office." 3. Redemption. The first sentence of Section 23 is hereby amended by replacing it in its entirety with the following: "The Board of Directors may, at its option and as provided herein, elect to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any combination or subdivision of the outstanding Common Stock, any dividend payable in Common Stock in respect of the outstanding Common Stock or any other similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price") at any time up to and including the Redemption Deadline; provided, however, that if the Board of Directors of the Company authorizes redemption of the Rights or any extension of the time period during which the Rights may be redeemed after the time that any Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization or extension shall require the concurrence of a majority of such Continuing Directors." 4. 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 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 Amendments dated as of January 16, 1995 and February 7, 1995 (together, the "Rights Agreement"), between The Hillhaven Corporation, a Nevada corporation (the "Company"), and Chemical Trust Company of California, a California corporation" 5. 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-11 3 PRESS RELEASE EXHIBIT 11 CONTACT: Tim Carroll The Hillhaven Corporation Vice President, Investor Relations (206) 756-4806 HILLHAVEN PRESERVES OPTIONS UNDER SHAREHOLDER RIGHTS PLAN Tacoma, Washington (February 8, 1995) -- The Hillhaven Corporation (NYSE:HIL) today announced that it has amended certain provisions of its stockholder rights plan in order to preserve its flexibility to act in the best interests of Hillhaven. Hillhaven again affirmed its commitment to remaining independent as the best means of furthering the interests of Hillhaven, its stockholders and other constituents. In connection with its rejection of a merger proposal from Horizon Healthcare Corporation, a Special Committee of the Board of Directors of Hillhaven concluded that Horizon has become the beneficial owner of Hillhaven's common stock by virtue of Horizon's arrangements with National Medical Enterprises, Inc. (NME). Because of Horizon's beneficial ownership, the rights otherwise would have become non-redeemable if the Special Committee had not amended the plan. This could have prevented Hillhaven from engaging in certain types of transactions in the future. The Special Committee amended the rights plan to maintain Hillhaven's ability to redeem or amend the rights. The plan also was amended to defer the distribution of certificates representing the rights which otherwise would have been required as a result of Horizon's actions. In addition, the plan has been amended to permit NME and parties other than Horizon who do not own 20% or more of Hillhaven's common shares to elect directors who can ultimately vote to redeem the rights. Hillhaven stated that the actions were taken in order to prevent the actions of Horizon from prejudicing the interests of Hillhaven and third parties. Hillhaven previously announced that, in connection with its rejection of a merger proposal from Horizon, it has commenced litigation seeking a determination that, by virtue of the Nevada statute relating to business combinations with "interested stockholders," Horizon may not consummate a business combination with Hillhaven for three years because of its arrangements with NME. 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-----