SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE 14D-9
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Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
THERATX, INCORPORATED
(Name of Subject Company)
THERATX, INCORPORATED
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.001 Per Share (and Preferred Share Purchase Rights)
(Title of Class of Securities)
_______883384109______
(CUSIP Number of Class of Securities)
JOHN A. BARDIS
PRESIDENT & CHIEF EXECUTIVE OFFICER
THERATX, INCORPORATED
1105 Sanctuary Parkway, Suite 100
Alpharetta, GA 30201
(770) 569-1840
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications
on Behalf of the Person(s) Filing Statement)
Copies to:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
TheraTx, Incorporated, a Delaware corporation (the "Company"), hereby
amends and supplements its Solicitation/Recommendation Statement on Schedule
14D-9 (the "Schedule 14D-9"), filed with the Securities and Exchange Commission
on February 14, 1997, as amended by Amendment No. 1 on February 24, 1997, and as
amended by Amendment No. 2 on February 28, 1997, with respect to the tender
offer of Vencor, Inc., a Delaware corporation ("Vencor") and its wholly owned
subsidiary, Peach Acquisition Corp., a Delaware corporation (the "Purchaser"),
to purchase all of the outstanding shares of Common Stock, $.001 par value per
share (the "Common Stock") of the Company (and the associated Preferred Share
Purchase Rights).
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning given to such term in the Schedule 14D-9.
Item 3. Identity and Background.
(b) (ii) The Merger Agreement
Treatment of Options. The Company, Vencor and Purchaser executed
Amendment No. 1 to the Agreement and Plan of Merger, dated as of February 28,
1997 (the "Merger Amendment") amending the Merger Agreement. The Merger
Amendment amends the Merger Agreement to provide that at the Effective
Time, the Options held by (1) John A. Bardis, Bret W. Jorgensen, Donald R.
Myll, Louis E. Hallman, III, Laura E. Cayce, Jonathan H. Glenn, Craig A.
Reamsnyder and B. Wayne Clark, (2) any individual who holds, in the
aggregate, Options to purchase no more than 1,500 Shares and (3) such other
individuals who the Company and Vencor mutually agree shall be subject to
such treatment, shall have their Options canceled and the holder thereof
shall be entitled to a cash payment equal to the product of (x) the amount,
if any, by which the Merger Consideration exceeds the exercise price per
Share subject to such Option and (y) the number of Shares issuable pursuant to
the unexercised portion of such Option, less any required withholding of
taxes.
The Merger Amendment further provides that, at the Effective Time,
except for any Options referred to above, each outstanding Option shall be
converted into an option (a "Replacement Option") to acquire, on the same terms
and conditions as were applicable under such Option, a number of shares of
Vencor Common Stock equal to (a) the number of Shares subject to the Option,
multiplied by (b)(i) the Merger Consideration, divided by (ii) the average price
of Vencor Common Stock on the trading day immediately prior to the Effective
Time, at an exercise price per share equal to (y) the aggregate exercise price
for the Shares which were purchasable pursuant to such Option divided by (z) the
number of shares of Vencor Common Stock subject to such Replacement Option.
The foregoing description of the Merger Amendment is qualified in its
entirety by the text of the Merger Amendment, which has been filed as Exhibit 9
to this Amendment and is incorporated herein by reference.
Covenants. The Company has entered into amendments to the Warrant
agreements with each of the holders of the outstanding Warrants to provide that,
upon a merger of the Company, the holders of the Warrants will be entitled to
receive the number of shares, securities or other property that they would have
received if the Warrant had been exercised immediately prior to such merger. The
Warrant Reclassification will therefore be unnecessary.
Item 4. The Solicitation or Recommendation.
(b) Background
On February 28, 1997, the Board of Directors held a meeting to consider
the proposed amendment to the Merger Agreement regarding the treatment of the
Options in the Merger. The Board of Directors approved the form of amendment to
the Merger Agreement and authorized the authorized officers of the Company to
execute the Merger Amendment.
On February 28, 1997, the Company, Vencor and the Purchaser entered
into the Merger Amendment amending the Merger Agreement. The Merger Amendment is
more fully described above in Item 3 and is qualified in its entirety by the
text of the Merger Amendment, which has been filed as Exhibit 9 to this
Amendment and is incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Exhibit 9 Amendment No. 1 to the Agreement and Plan of Merger, dated as of
February 28, 1997, among TheraTx, Incorporated, Vencor, Inc.
and Peach Acquisition Corp.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Amendment is true, complete
and correct.
THERATX, INCORPORATED
Dated: March 3, 1997 /s/ Jonathan H. Glenn
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Name: Jonathan H. Glenn
Title: Vice President, General
Counsel and Secretary