-----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, XIa1KXmHqJFIfAb3rXlDLUAXgFlIo6Iag3L9PZc0PHzHRwGEbubiwRjHRVuUrygP qzRztoT4CDaU/B0zo2sRJQ== 0000950172-94-000250.txt : 19941222 0000950172-94-000250.hdr.sgml : 19941222 ACCESSION NUMBER: 0000950172-94-000250 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941221 SROS: NONE SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-05965 FILM NUMBER: 94565613 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL MEDICAL ENTERPRISES INC /NV/ CENTRAL INDEX KEY: 0000070318 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 952557091 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 4070 CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 3103158000 MAIL ADDRESS: STREET 1: P O BOX 4070 CITY: SANTA MONICA STATE: CA ZIP: 90404 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 THE HILLHAVEN CORPORATION (Name of Issuer) Common Stock, par value $.75 per share (Title of Class of Securities) 431576 10 7 (CUSIP Number of Class of Securities) Scott M. Brown, Esq. National Medical Enterprises, Inc. 2700 Colorado Avenue Santa Monica, California 90404 (310) 998-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with a copy to: Brian J. McCarthy, Esq. Skadden, Arps, Slate, Meagher & Flom 300 S. Grand Avenue Los Angeles, California 90071 (213) 687-5070 December 19, 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 Statement because of Rule 13d-1(b)(3) or (4), check the following: ( ) Check the following box if a fee is being paid with this Statement: ( ) CUSIP No. 413576 10 7 (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS NATIONAL MEDICAL ENTERPRISES, INC. 95-2557091 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X ) (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 : : 8,878,147 : NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING OWNED BY EACH REPORTING : 0 PERSON WITH : : (9) SOLE DISPOSITIVE : 8,878,147 : :(10) SHARED DISPOSITIVE : 0 (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 31% (14) TYPE OF REPORTING PERSON* CO CUSIP No. 413576 10 7 (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS NME PROPERTIES CORP. 62-0725891 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X ) (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 : : 8,878,147 : NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING OWNED BY EACH REPORTING : 0 PERSON WITH : : (9) SOLE DISPOSITIVE : 8,878,147 : :(10) SHARED DISPOSITIVE : 0 (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 31% (14) TYPE OF REPORTING PERSON* CO CUSIP No. 413576 10 7 (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS NME PROPERTY HOLDING CO., INC. 91-1172506 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X ) (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 : : 2,877,947 : NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING OWNED BY EACH REPORTING : 0 PERSON WITH : : (9) SOLE DISPOSITIVE : 2,877,947 : :(10) SHARED DISPOSITIVE : 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,877,947 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( ) (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 10.1% (14) TYPE OF REPORTING PERSON* CO CUSIP No. 413576 10 7 (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS NME PROPERTIES, INC. 91-0628039 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X ) (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 : : 2,877,947 : NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING OWNED BY EACH REPORTING : 0 PERSON WITH : : (9) SOLE DISPOSITIVE : 2,877,947 : :(10) SHARED DISPOSITIVE : 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,877,947 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( ) (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 10.1% (14) TYPE OF REPORTING PERSON* CO This Amendment No. 2 (the "Amendment No. 2") amends and supplements the Statement on Schedule 13D (the "Schedule 13D"), dated January 31, 1990, and Amendment No. 1 of Schedule 13D, dated February 28, 1994, relating to the common stock, par value $.75 per share (the "Common Stock"), issued by The Hillhaven Corporation, a Nevada corporation (the "Company"), and is being filed pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended (the "Act"). Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D. The information set forth in the Exhibits attached hereto is hereby expressly incorporated herein by reference and the response to each item of this statement is qualified in its entirety by the provisions of such Exhibits. ITEM 2. IDENTITY AND BACKGROUND Item 2 is amended and supplemented as follows: This Schedule 13D is being filed by National Medical Enterprises, Inc., a Nevada corporation ("NME"); NME Properties Corp., a Tennessee corporation ("PropCorp"), formerly known as The Hillhaven Corporation; NME Property Holding Co., Inc., a Delaware corporation ("Holding"), formerly known as HH Holding Co., Inc.; and NME Properties, Inc., a Delaware corporation ("PropInc"), formerly known as Hillhaven, Inc. (collectively, the "Reporting Persons"). The principal business of NME is the operation of domestic and international general hospitals. The principal business of PropCorp is its investments in the healthcare industry. NME owns all of the outstanding stock of PropCorp. The principal business of Holding is its investments in the healthcare industry. PropCorp owns all of the outstanding stock of Holding. The principal business of PropInc is its investments in the healthcare industry. PropCorp and Holding own all of the outstanding stock of PropInc. The address of the principal business and the principal office of each of NME, PropCorp, Holding and PropInc is 2700 Colorado Avenue, Santa Monica, California 90404. The name, business address, citizenship, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which each such employment is conducted, of each executive officer and director of NME, PropCorp, Holding and PropInc are set forth on Schedules A, B, C and D, respectively, attached hereto. Except as set forth in the following two paragraphs, during the past five (5) years none of the Reporting Persons nor any other person or entity controlling any of such persons, nor, to the best of any of their knowledge, any of the other persons listed on Schedules A, B, C and D attached hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to United States federal or state securities laws or finding any violation with respect to such laws. NME has been involved in certain significant legal proceedings and investigations related principally to its discontinued psychiatric business. These proceedings and investigations include investigation by various state and Federal agencies. As a result of negotiations between NME and the Civil and Criminal Divisions of the Department of Justice ("DOJ") and the Department of Health and Human Services ("HHS"), subsidiaries of NME entered into various agreements on June 29, 1994, which brought to a close all open healthcare investigations of NME, its subsidiaries and its facilities by the Federal government and its agencies. As a result of those agreements, on July 12, 1994 the United States District Court for the District of Columbia accepted a plea by a subsidiary operating NME's psychiatric hospitals for violations relating to the payment of remuneration to induce referrals and a conspiracy to make such payments. In addition, NME agreed to pay $362.7 million to the Federal government. The court also accepted a plea agreement relating to a single general hospital and activities that occurred while an individual convicted of defrauding the hospital was its chief executive, pursuant to which another subsidiary pleaded guilty to making illegal payments concerning programs receiving Federal funds. On July 12, 1994, NME, without admitting or denying liability, consented to the entry, by the United States District Court for the District of Columbia, of a civil injunctive order in response to a complaint by the Securities and Exchange Commission. The complaint alleged that NME failed to comply with anti-fraud and recordkeeping requirements of the Federal securities laws concerning the manner in which NME recorded the revenues from the activities that were the subject of the Federal government settlement relating to the psychiatric operations referred to above. In the order, NME is directed to comply with such requirements of the Federal securities laws. On October 17, 1994, NME also signed final agreements with 26 states and the District of Columbia, representing all of the jurisdictions from which NME's psychiatric subsidiaries received Medicaid payments during the time frame at issue in the Federal investigations. These agreements settle all potential state claims related to the matters that were the subject of the Federal investigations. One component of NME's settlement with Federal agencies executed in June 1994 is the adoption of a corporate compliance program under which NME has agreed, among other things, to: complete the disposition of its psychiatric division facilities (with the exception of four campus psychiatric facilities) no later than November 30, 1995; not own or operate other psychiatric facilities (defined for the purposes of the agreement to include residential treatment centers and substance abuse facilities) for the five years from the date of completion of the disposition of its psychiatric division facilities; and divest any psychiatric facilities acquired incidental to a corporate transaction within 180 days of such acquisition. In addition, NME has agreed to implement certain oversight procedures pertaining to the matters that were the subject of the government investigations and to continue its ethics training program and ethics telephone hotline. Should the oversight procedures or hotline reveal, after investigation by NME, credible evidence of violations of criminal, or potential material violations of civil, laws, rules or regulations governing federally funded programs, NME is required to report any such violation to the DOJ and HHS. ITEM 4. PURPOSE OF TRANSACTION Item 4 is amended and supplemented as follows: NME has reached a determination to focus its operations on its general hospital operations and the development of integrated healthcare delivery systems. In that regard, NME continually analyzes whether its assets and investments fit within its strategic plans, with a view of determining ways in which such investments might best increase the value of shareholders' investment in NME. At a meeting held on December 19, 1994, the Executive Committee of the Board of Directors of NME determined to review NME's investment in equity securities of the Company in light of NME's determination to focus its operations on its general hospital operations and the development of integrated healthcare delivery systems. With respect to its investment in the Company, NME is reviewing its alternatives. NME currently intends to engage in discussions with the Company regarding possible means by which all or a portion of the investment may be sold. Among the possibilities which may be discussed is a transaction between NME and the Company in respect of the investment; the issuance by NME of debt or equity securities that would be exchangeable or convertible into equity securities of the Company; and the maintenance of either some or all of the investment in the Company. There can be no assurance that the discussions with the Company will result in any transaction. In addition, NME may explore other alternatives with respect to its investment, including the sale of all or a portion of the investment in a negotiated sale to one or more third parties or otherwise. In reaching any conclusion as to a course of action, NME, PropCorp, Holding and PropInc will take into consideration various factors, such as the Company's business and prospects, other developments concerning the Company, NME's determination to focus its operations on its general hospital operations and the development of integrated healthcare delivery systems, other business opportunities available to NME and general economic, monetary and stock market conditions. Except as otherwise described in this Item 4, none of NME, PropCorp, Holding or PropInc has 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 the Company or the disposition of securities of the Company, (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries, (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (iv) any change in the present Board of Directors or management of the Company, 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 the Company, (vi) any other material change in the Company's business or corporate structure, (vii) changes in the Company's Amended and Restated Articles of Incorporation, Bylaws or other instruments corresponding thereto or other actions that may impede the acquisition of control of the Company by any person, (viii) causing a class of securities of the Company 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 the Company 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, PropCorp, Holding or PropInc may at any time, however, propose any of the foregoing that it considers desirable. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is amended and supplemented as follows: PropInc may be deemed to be the beneficial owner of the 2,877,947 shares of Common Stock owned by it (the "PropInc Shares"), or approximately 10.1% of the shares of Common Stock outstanding. PropInc has the sole power to vote and the sole power to dispose of the PropInc Shares. PropCorp and Holding, as the sole stockholders of PropInc, may be deemed, for the purposes of Rule 13d-3 under the Act, to beneficially own indirectly the PropInc Shares. PropCorp may be deemed to be the beneficial owner of the 6,000,200 shares of Common Stock owned by it (the "PropCorp Shares"), or approximately 21% of the shares of Common Stock outstanding. PropCorp has the sole power to vote and the sole power to dispose of the PropCorp Shares. As noted above, PropCorp also may be deemed, for purposes of Rule 13d-3 under the Act, to beneficially own indirectly the PropInc Shares, for an aggregate of 8,878,147 shares of Common Stock, or approximately 31% of the shares of Common Stock outstanding. NME, as the sole stockholder of PropCorp and Holding, may be deemed, for purposes of Rule 13d-3 under the Act, to beneficially own indirectly the PropCorp Shares and the PropInc Shares, for an aggregate of 8,878,147 shares of Common Stock, or approximately 31% of the shares of Common Stock outstanding. The Reporting Persons, in the aggregate, may be deemed to beneficially own 8,878,147 shares of Common Stock, or approximately 31% of the shares of Common Stock outstanding. The percentage of shares of Common Stock outstanding as beneficially owned herein on the date hereof is based upon 28,623,663 shares of Common Stock outstanding as of November 30, 1994. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 26 Joint Filing Agreement 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. Date: December 20, 1994 NATIONAL MEDICAL ENTERPRISES, INC. By: /s/ Scott M. Brown Scott M. Brown Senior Vice President and Secretary 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. Date: December 20, 1994 NME PROPERTIES CORP. By: /s/ Scott M. Brown Scott M. Brown Vice President 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. Date: December 20, 1994 NME PROPERTY HOLDING CO., INC. By: /s/ Scott M. Brown Scott M. Brown Vice President 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. Date: December 20, 1994 NME PROPERTIES, INC. By: /s/ Scott M. Brown Scott M. Brown Vice President SCHEDULE A Executive Officers and Directors of National Medical Enterprises, Inc. The names of the Directors and the names and titles of the Executive Officers of National Medical Enterprises, Inc. ("NME") and their business addresses and principal occupations are set forth below. Unless otherwise indicated, each individual's business address is that of NME at 2700 Colorado Avenue, Santa Monica, California 90404, each occupation set forth opposite an individual's name refers to NME and each individual is a United States citizen. Present Principal Name, Business Address Occupation ________________________________ ___________________________________ Jeffrey C. Barbakow* Chairman of the Board and Chief Executive Officer Michael H. Focht, Sr.* President and Chief Operating Officer Maris Andersons+ Executive Vice President and Treasurer Scott M. Brown Senior Vice President, General Counsel and Secretary Raymond L. Mathiasen Senior Vice President and Chief Financial Officer Barry P. Schochet Executive Vice President and President - Hospital Division Bernice B. Bratter* Executive Director, Senior Health 2125 Arizona and Peer Counseling Santa Monica, California 90404 Maurice J. DeWald* Chairman and Chief Executive Officer, 19100 Von Karman Avenue, Suite 350 Verity Financial Group, Inc. Irvine, California 92715 Peter de Wetter*+ Executive Vice President until his retirement in May 1989 Edward Egbert, M.D.* Physician in private practice until his retirement in January 1994 Raymond A. Hay* Chairman and Chief Executive Officer, 5956 Sherry Lane, Suite 902 Aberdeen Associates Dallas, Texas 75225 Lester B. Korn* Chairman and Chief Executive Officer, 1800 Century Park East, Suite 1100 Korn Tuttle Capital Group Los Angeles, California 90067 James P. Livingston* Private Investor; Executive Vice President until his retirement in June 1986 Richard S. Schweiker* President, American Council of 1001 Pennsylvania Avenue, N.W. Life Insurance Washington, DC 20004 __________________________ * Director of NME + Director of The Hillhaven Corporation SCHEDULE B Executive Officers and Directors of NME Properties Corp. The names of the Directors and the names and titles of the Executive Officers of NME Properties Corp., a Tennessee corporation, and their business addresses and principal occupations are set forth below. Unless otherwise indicated, each individual's business address is that of NME Properties Corp. at 2700 Colorado Avenue, Santa Monica, California 90404, each occupation set forth opposite an individual's name refers to NME Properties Corp. and each individual is a United States citizen. Present Principal Name, Business Address Occupation _______________________________ ___________________________________ Raymond L. Mathiasen President; Senior Vice President and Chief Financial Officer, NME Maris Andersons Senior Vice President and Treasurer; Executive Vice President and Treasurer, NME Scott M. Brown* Vice President and Secretary; Senior Vice President, General Counsel and Secretary, NME ____________________________ * Director SCHEDULE C Executive Officers and Directors of NME Property Holding Co., Inc. The names of the Directors and the names and titles of the Executive Officers of NME Property Holding Co., Inc. ("Holding") and their business addresses and principal occupations are set forth below. Unless otherwise indicated, each individual's business address is that of Holding at 2700 Colorado Avenue, Santa Monica, California 90404, each occupation set forth opposite an individual's name refers to Holding and each individual is a United States citizen. Present Principal Name, Business Address Occupation ________________________________ ___________________________________ Raymond L. Mathiasen President; Senior Vice President and Chief Financial Officer, NME Maris Andersons Senior Vice President and Treasurer; Executive Vice President and Treasurer, NME Scott M. Brown* Vice President and Secretary; Senior Vice President, General Counsel and Secretary, NME _________________________ * Director SCHEDULE D Executive Officers and Directors of NME Properties, Inc. The names of the Directors and the names and titles of the Executive Officers of NME Properties, Inc. and their business addresses and principal occupations are set forth below. Unless otherwise indicated, each individual's business address is that of NME Properties, Inc. at 2700 Colorado Avenue, Santa Monica, California 90404, each occupation set forth opposite an individual's name refers to NME Properties, Inc. and each individual is a United States citizen. Present Principal Name, Business Address Occupation ________________________________ ___________________________________ Raymond L. Mathiasen President; Senior Vice President and Chief Financial Officer, NME Maris Andersons Senior Vice President and Treasurer; Executive Vice President and Treasurer, NME Scott M. Brown* Vice President and Secretary; Senior Vice President, General Counsel and Secretary, NME ________________________ * Director EXHIBIT INDEX Exhibit No. Description Exhibit 26 Joint Filing Agreement Exhibit 26 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $.75 per share, of The Hillhaven Corporation, a Nevada corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(f)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Date: December 20, 1994 NATIONAL MEDICAL NME PROPERTIES CORP. ENTERPRISES, INC. By:/s/ Scott M. Brown By:/s/ Scott M. Brown _________________________ __________________________ Scott M. Brown Scott M. Brown Vice President Senior Vice President and Secretary NME PROPERTY HOLDING NME PROPERTIES, INC. CO., INC. By: /s/ Scott M. Brown By:/s/ Scott M. Brown __________________________ __________________________ Scott M. Brown Scott M. Brown Vice President Vice President -----END PRIVACY-ENHANCED MESSAGE-----