-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LDsfQzlGTgITax+Gvh0hQBZeJ0V1nBzdfvcAC4c2kDLb2R7PG444yrBuCOv6fzpa cwqX7LXInqHUN170gL9Fxw== 0000898430-97-001946.txt : 19970509 0000898430-97-001946.hdr.sgml : 19970509 ACCESSION NUMBER: 0000898430-97-001946 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970507 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970508 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSITIONAL HOSPITALS CORP CENTRAL INDEX KEY: 0000022764 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 941599386 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07008 FILM NUMBER: 97598134 BUSINESS ADDRESS: STREET 1: 5110 WEST SAHARA AVE STREET 2: STE 118 CITY: LAS VEGAS STATE: NV ZIP: 89102 BUSINESS PHONE: 7022573600 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNITY PSYCHIATRIC CENTERS /NV/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SUCCESSOR TO COMMUNITY PSYCHIATRIC CENTERS/CA/ DATE OF NAME CHANGE: 19600201 8-K 1 CURRENT REPORT FOR MAY 7, 1997 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 7, 1997 -------------------------------------------- TRANSITIONAL HOSPITALS CORPORATION ---------------------------------- (Exact Name of Registrant as Specified in its Charter) Nevada 1-7008 94-1599386 - ---------------- -------------- ----------------- (State or other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 5110 West Sahara Avenue, Las Vegas, Nevada 89102 ------------------------------------------------ (Address of Principal Executive Offices, Including ZIP code) Registrant's telephone number, including area code (702) 259-3600 -------------- _____________________________________________ (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events On May 7, 1997 Transitional Hospitals Corporation (the "Company") issued the press release attached hereto as Exhibit 99.1 and which is hereby ------------ incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits Exhibit No. Description of Exhibit ----------- ---------------------- 99.1 Press Release dated May 7, 1997 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: May 7, 1997 TRANSITIONAL HOSPITALS CORPORATION By: /s/ JULIA KOPTA ------------------------------- Name: Julia Kopta Title: General Counsel & Executive Vice President -3- EX-99 2 PRESS RELEASE EXHIBIT 99 News Release ------------ [LETTERHEAD OF SITRICK AND COMPANY INC.] Contact: Suzanne Shirley Transitional Hospitals (702) 257-4000 or Michael Sitrick Sitrick and Company (310) 788-2850 Transitional Hospitals To Call Board Meeting to Fully Consider Vencor Offer Reaffirms Commitment to Maximizing Shareholder Value Las Vegas, Nevada - May 7, 1997 - Transitional Hospitals Corp. (NYSE: THY) today said that it would hold a Board of Directors meeting within the next several days to fully consider Vencor Inc.'s offer of $16 per share for all the common stock of Transitional Hospitals. "Our focus, from the start, has been to do what we can to maximize value for our shareholders," said Richard L. Conte, chairman and chief executive officer of Transitional Hospitals, "and we remain committed to achieving that goal. We plan to convene a meeting of our board of directors within the next several days to fully consider Vencor's latest offer." Mr. Conte said he was pleased with the progress Transitional Hospitals has made in increasing the value the company's shareholders are receiving for their stock. "Since last November, when we were first contacted by Vencor, we have been able to add approximately $230 million in value for our shareholders and have dealt with more than ten interested parties," he continued. "When we received our very first offer from Vencor last February, it was at $11.50 per share. Since then, the Board, management and its advisors have worked diligently to increase shareholder value. We will continue to do so." Mr. Conte said that Transitional Hospitals has been informed by Select Medical that Select believes that Vencor's offer raises significant legal issues under anti-trust laws. He said that the company is exploring this issue with its attorneys. 1 -----END PRIVACY-ENHANCED MESSAGE-----