Atria Communities Inc – ‘DEF13E3’ on 8/10/98 re: Atria Communities Inc

As of:  Monday, 8/10/98   ·   Accession #:  889812-98-1910   ·   File #:  5-48113

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Definitive Proxy Solicitation Material — Going-Private Transaction Statement   —   Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF13E3     Amendment No. 3 to Transaction Statement              12     61K 
 2: EX-99.(D)(1)  Definitive Proxy Statement Dated August 10, 1998   164    850K 
 3: EX-99.(D)(3)  Proxy Card                                           2      9K 

DEF13E3   —   Amendment No. 3 to Transaction Statement
Document Table of Contents

DEF13E3
1st Page of 12
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 1998 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 3 
TO

SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
------------------------
ATRIA COMMUNITIES, INC. 
(NAME OF ISSUER)
ATRIA COMMUNITIES, INC. 
VENCOR HOLDINGS, L.L.C. 
VENCOR, INC.
(NAME OF PERSON(S) FILING STATEMENT)

COMMON STOCK, PAR VALUE $.10 PER SHARE
(TITLE OF CLASS OF SECURITIES)

049905102 
(CUSIP NUMBER OF CLASS OF SECURITIES) 
------------------------

                                                        [Enlarge/Download Table]
                                                                                                                  
      W. PATRICK MULLOY, II                       W. BRUCE LUNSFORD                         W. BRUCE LUNSFORD     
     ATRIA COMMUNITIES, INC.                         VENCOR, INC.                        VENCOR HOLDINGS, L.L.C.  
501 SOUTH FOURTH AVENUE, SUITE 140                3300 AEGON CENTER                         3300 AEGON CENTER     
    LOUISVILLE, KENTUCKY 40202                  400 WEST MARKET STREET                    400 WEST MARKET STREET  
          (502) 719-1600                      LOUISVILLE, KENTUCKY 40202                LOUISVILLE, KENTUCKY 40202
                                                    (502) 596-7300                            (502) 596-7300      
          (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON      
                                      BEHALF OF THE PERSON(S) FILING STATEMENT)                                   

------------------------

THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:

                                                                [Download Table]
                                                            
  J. VAUGHAN CURTIS, ESQ.         ROBERT A. HEATH, ESQ.     
     ALSTON & BIRD LLP            WYATT, TARRANT & COMBS    
    ONE ATLANTIC CENTER               CITIZENS PLAZA        
 1201 WEST PEACHTREE STREET  LOUISVILLE, KENTUCKY 40202-2895
ATLANTA, GEORGIA 30309-3424           (502) 589-5235        
       (404) 881-7000                                       

------------------------

This statement is filed in connection with (check the appropriate box):         

a.         /x/ The filing of solicitation materials or an information statement 
       subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934.                      
b.         / / The filing of a registration statement under the Securities Act  
of 1933.                                                  
c.         / / A tender offer.                                                  
d.         / / None of the above.                                               

Check the following box if the soliciting materials or information    
statement referred to in checking box (a) are preliminary copies. / /           

CALCULATION OF FILING FEE 

------------------------------------------------------------------------------- 
TRANSACTION VALUATION*                            AMOUNT OF FILING FEE    
------------------------------------------------------------------------------- 
$482,642,455                                         $96,530    
------------------------------------------------------------------------------- 

/x/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)   
and identify the filing with which the offsetting fee was previously paid.      
Identify the previous filing by registration statement number, or the form or   
schedule and the date of its filing.                                            

Amount previously paid: $96,530           Filing party: Atria Communities, Inc. 
Form or Registration no.: 000-21159       Date filed: May 21, 1998              

------------------------                                                        
* For purposes of calculation of the filing fee only. This transaction relates  
to the proposed merger (the 'Merger') of KA Acquisition Corp. with and into 
Atria Communities, Inc. (the 'Company'). The 'Transaction Valuation' amount 
referenced above is based upon (i) the acquisition of 22,150,294 shares of  
  Common Stock, par value $.10 per share (the 'Common Stock'), of the Company at
$20.25 per share, the cash price per share of Common Stock to be paid in the
Merger, (ii) the cash out of options to purchase 1,672,507 shares of Common 
Stock, and (iii) the aggregate market value of 1,234,568 shares of Common   
  Stock held by Vencor Holdings, L.L.C., based on the closing price per share of
Common Stock of $18.063 on May 18, 1998. In accordance with Rule 0-11(c)(1) 
under the Securities Exchange Act of 1934, the filing fee is determined by  
multiplying the sum of the amounts calculated pursuant to the preceding     
sentence by 1/50th of one percent.                                          
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

DEF13E3
2nd Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 2nd
The cross-reference sheet below is being supplied pursuant to General 
Instruction F to Schedule 13E-3 as promulgated under the Securities Exchange Act
of 1934, as amended, and shows the location in the Proxy Statement of the       
information required to be included in response to the items of this Statement. 
The information in the Proxy Statement, including all exhibits thereto, is      
hereby expressly incorporated herein by reference and the responses to each item
in this Statement are qualified in their entirety by the information contained  
in the Proxy Statement and the exhibits thereto.                                

CROSS REFERENCE SHEET 

                                                        [Enlarge/Download Table]

     SCHEDULE 13E-3 ITEM:                               LOCATION IN THE PROXY STATEMENT:                         
------------------------------  ---------------------------------------------------------------------------------
                                                                                                                 
Item 1(a).....................  *                                                                                
Item 1(b)                       'INTRODUCTION--Record Date; Voting Rights; Votes Required for Approval' and      
                                'MARKET PRICES FOR THE COMMON STOCK'                                             
Item 1(c).....................  'MARKET PRICES FOR THE COMMON STOCK'                                             
Item 1(d).....................  'DIVIDENDS'                                                                      
Item 1(e).....................  'UNDERWRITTEN PUBLIC OFFERINGS'                                                  
Item 1(f).....................  'PURCHASES OF COMMON STOCK BY CERTAIN PERSONS'                                   
Item 2(a)-(d) and (g).........  'TRANSACTION PARTIES,' 'CERTAIN INFORMATION CONCERNING VENCOR AND VHLLC' and     
                                'DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY, VENCOR, VHLLC AND THE SURVIVING
                                CORPORATION'                                                                     
Item 2(e)-(f).................  *                                                                                
Item 3(a)(1)..................  'CERTAIN INFORMATION CONCERNING VENCOR AND VHLLC-- Certain Transactions'         
Item 3(a)(2)..................  'INTRODUCTION--Proposal to be Considered at the Special Meeting,'                
                                'INTRODUCTION--Record Date; Voting Rights; Votes Required for Approval,' 'SPECIAL
                                FACTORS--Background of the Merger,' 'SPECIAL FACTORS--Purpose and Structure of   
                                the Merger; Certain Effects of the Merger,' 'SPECIAL FACTORS--Interests of       
                                Certain Persons in the Merger,' 'THE MERGER AGREEMENT,' APPENDIX A--'AGREEMENT   
                                AND PLAN OF MERGER,' and APPENDIX B--'SUPPORT AGREEMENT BY AND AMONG PARENT,     
                                MERGER SUB AND CERTAIN PREDECESSORS TO VENCOR AND VHLLC'                         
Item 3(b).....................  'INTRODUCTION--Proposal to be Considered at the Special Meeting,'                
                                'INTRODUCTION--Record Date; Voting Rights; Votes Required for Approval,' 'SPECIAL
                                FACTORS--Background of the Merger,' 'SPECIAL FACTORS--Purpose and Structure of   
                                the Merger; Certain Effects of the Merger,' 'SPECIAL FACTORS--Interests of       
                                Certain Persons in the Merger,' 'THE MERGER AGREEMENT,' 'SECURITY OWNERSHIP OF   
                                THE COMPANY' and APPENDIX A--'AGREEMENT AND PLAN OF MERGER'                      
Item 4(a).....................  'INTRODUCTION--Proposal to be Considered at the Special Meeting,' 'SPECIAL       
                                FACTORS--Purpose and Structure of the Merger; Certain Effects of the Merger,'    
                                'SPECIAL FACTORS--Interests of Certain Persons in the Merger,' 'THE MERGER       
                                AGREEMENT' and APPENDIX A--'AGREEMENT AND PLAN OF MERGER'                        
Item 4(b).....................  'INTRODUCTION--Proposal to be Considered at the Special Meeting,' 'SPECIAL       
                                FACTORS--Purpose and Structure of the Merger; Certain Effects of the Merger,'    
                                'SPECIAL FACTORS--Certain Federal Income Tax Consequences of the Merger,'        
                                'SPECIAL FACTORS--Plans for the Company After the                                

2 

DEF13E3
3rd Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 3rd
                                                        [Enlarge/Download Table]
                                                                                                                
                               Merger,' 'SPECIAL FACTORS--Interests of Certain Persons in the Merger,' 'THE     
                               MERGER AGREEMENT,' 'SECURITY OWNERSHIP OF THE COMPANY' and APPENDIX A--'AGREEMENT
                               AND PLAN OF MERGER'                                                              
Item 5(a)-(g)................. 'SPECIAL FACTORS--Background of the Merger,' 'SPECIAL FACTORS--Plans for the     
                               Company After the Merger,' 'SPECIAL FACTORS--Purpose and Structure of the Merger;
                               Certain Effects of the Merger,' 'SPECIAL FACTORS--Interests of Certain Persons in
                               the Merger,' 'SPECIAL FACTORS--Plans for the Company After the Merger,' 'THE     
                               MERGER AGREEMENT--The Surviving Corporation,' 'DIRECTORS AND EXECUTIVE OFFICERS  
                               OF THE COMPANY, VENCOR, VHLLC AND THE SURVIVING CORPORATION--Information         
                               Concerning Directors and Executive Officers of the Surviving Corporation' and    
                               APPENDIX A--'AGREEMENT AND PLAN OF MERGER'                                       
Item 6(a)-(c)................. 'SOURCE OF FUNDS FOR THE MERGER'                                                 
Item 6(d)..................... **                                                                               
Item 7(a) and (c)............. 'SPECIAL FACTORS--Background of the Merger,' 'SPECIAL FACTORS--Recommendations of
                               the Special Committee, the Board, Vencor and VHLLC' and 'SPECIAL FACTORS--Purpose
                               and Structure of the Merger; Certain Effects of the Merger'                      
Item 7(b)..................... 'SPECIAL FACTORS--Background of the Merger' and 'SPECIAL FACTORS--Recommendations
                               of the Special Committee, the Board, Vencor and VHLLC'                           
Item 7(d)..................... 'INTRODUCTION--Proposal to be Considered at the Special Meeting,' 'SPECIAL       
                               FACTORS--Background of the Merger,' 'SPECIAL FACTORS--Purpose and Structure of   
                               the Merger; Certain Effects of the Merger,' 'SPECIAL FACTORS--Certain Federal    
                               Income Tax Consequences of the Merger,' 'SPECIAL FACTORS--Accounting Treatment of
                               the Merger,' 'SPECIAL FACTORS--Plans for the Company After the Merger,' 'SPECIAL 
                               FACTORS--Interests of Certain Persons in the Merger,' 'THE MERGER                
                               AGREEMENT--General,' 'THE MERGER AGREEMENT--The Surviving Corporation,' 'THE     
                               MERGER AGREEMENT--Consideration to be Received by Stockholders of the Company,'  
                               'SOURCE OF FUNDS FOR THE MERGER,' 'SECURITY OWNERSHIP OF THE COMPANY,' 'DIRECTORS
                               AND EXECUTIVE OFFICERS OF THE COMPANY, VENCOR, VHLLC AND THE SURVIVING           
                               CORPORATION--Information Concerning Directors and Executive Officers of the      
                               Surviving Corporation' and APPENDIX A--'AGREEMENT AND PLAN OF MERGER'            
Item 8(a)-(b)................. 'SPECIAL FACTORS--Recommendations of the Special Committee, the Board, Vencor and
                               VHLLC'                                                                           
Item 8(c)..................... 'INTRODUCTION--Record Date; Voting Rights; Votes Required for Approval,' 'SPECIAL
                               FACTORS--Purpose and Structure of the Merger; Certain Effects of the Merger,' and
                               APPENDIX A--'AGREEMENT AND PLAN OF MERGER'                                       
Item 8(d)..................... 'SPECIAL FACTORS--Background of the Merger,' 'SPECIAL FACTORS-- Opinion of the   
                               Company's and Special Committee's Financial Advisor' and APPENDIX F--'OPINION OF 
                               BT ALEX. BROWN INCORPORATED.'                                                    
Item 8(e)..................... 'SPECIAL FACTORS--Background of the Merger' and 'SPECIAL FACTORS--Recommendations
                               of the Special Committee, the Board, Vencor and VHLLC'                           
Item 8(f)..................... **                                                                               

3 

DEF13E3
4th Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 4th
                                                        [Enlarge/Download Table]
                                                                                                                
Item 9(a)-(c)................. 'SPECIAL FACTORS--Background of the Merger,' 'SPECIAL FACTORS-- Opinion of the   
                               Company's and Special Committee's Financial Advisor' and APPENDIX F--'OPINION OF 
                               BT ALEX. BROWN INCORPORATED'                                                     
Item 10(a).................... 'INTRODUCTION--Proposal to be Considered at the Special Meeting,'                
                               'INTRODUCTION--Record Date; Voting Rights; Votes Required for Approval,' 'SPECIAL
                               FACTORS--Background of the Merger,' 'SPECIAL FACTORS--Purpose and Structure of   
                               the Merger; Certain Effects of the Merger,' 'SPECIAL FACTORS--Interests of       
                               Certain Persons in the Merger,' 'CERTAIN INFORMATION CONCERNING VENCOR AND VHLLC'
                               and 'SECURITY OWNERSHIP OF THE COMPANY'                                          
Item 10(b).................... 'PURCHASES OF COMMON STOCK BY CERTAIN PERSONS'                                   
Item 11....................... 'INTRODUCTION--Proposal to be Considered at the Special Meeting,'                
                               'INTRODUCTION--Record Date; Voting Rights; Votes Required for Approval,' 'SPECIAL
                               FACTORS--Background of the Merger,' 'SPECIAL FACTORS--Purpose and Structure of   
                               the Merger; Certain Effects of the Merger,' 'SPECIAL FACTORS--Plans for the      
                               Company After the Merger,' 'SPECIAL FACTORS--Interests of Certain Persons in the 
                               Merger,' 'CERTAIN INFORMATION CONCERNING VENCOR AND VHLLC' and 'SECURITY         
                               OWNERSHIP OF THE COMPANY'                                                        
Item 12(a).................... 'INTRODUCTION--Proposal to be Considered at the Special Meeting,'                
                               'INTRODUCTION--Record Date; Voting Rights; Votes Required for Approval,' 'SPECIAL
                               FACTORS--Background of the Merger,' 'SPECIAL FACTORS--Purpose and Structure of   
                               the Merger; Certain Effects of the Merger,' 'SPECIAL FACTORS--Interests of       
                               Certain Persons in the Merger,' 'THE MERGER AGREEMENT--Consideration to be       
                               Received by Stockholders of the Company,' 'CERTAIN INFORMATION CONCERNING VENCOR 
                               AND VHLLC,' 'SECURITY OWNERSHIP OF THE COMPANY' and APPENDIX A--'AGREEMENT AND   
                               PLAN OF MERGER'                                                                  
Item 12(b).................... 'SPECIAL FACTORS--Recommendations of the Special Committee, the Board, Vencor and
                               VHLLC'                                                                           
Item 13(a).................... 'INTRODUCTION--Record Date; Voting Rights; Votes Required for Approval,' 'SPECIAL
                               FACTORS--Purpose and Structure of the Merger; Certain Effects of the Merger,'    
                               'APPRAISAL RIGHTS' and APPENDIX E--'SECTION 262 OF THE DELAWARE GENERAL          
                               CORPORATION LAW'                                                                 
Item 13(b)-(c)................ **                                                                               
Item 14(a).................... 'INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE,' 'SELECTED HISTORICAL FINANCIAL
                               INFORMATION OF THE COMPANY,' and 'INDEPENDENT AUDITORS'                          
Item 14(b).................... UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS                            
Item 15(a).................... 'SPECIAL FACTORS--Plans for the Company After the Merger' and 'SOURCE OF FUNDS   
                               FOR THE MERGER'                                                                  
Item 15(b).................... 'INTRODUCTION--Proxies; Proxy Solicitation'                                      
Item 16....................... The Proxy Statement in its entirety.                                             
Item 17(a)-(f)................ *                                                                                

------------------                                                              
* Information is contained in this Statement                                  
** Not applicable                                                               

4 

DEF13E3
5th Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 5th
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.                

This Rule 13e-3 Transaction Statement (this 'Statement') of Atria     
Communities, Inc., a Delaware corporation (the 'Company'), Vencor, Inc., a      
Delaware corporation ('Vencor'), and Vencor Holdings, L.L.C., a Delaware limited
liability company and an indirect wholly owned subsidiary of Vencor ('VHLLC'),  
relates to an Agreement and Plan of Merger dated as of April 19, 1998, as       
amended (the 'Merger Agreement'), among the Company, Kapson Senior Quarters     
Corp., a Delaware corporation ('Parent'), and KA Acquisition Corp., a Delaware  
corporation and a wholly owned subsidiary of Parent ('Merger Sub'), pursuant to 
which, among other things, (a) Merger Sub will be merged with and into the      
Company (the 'Merger' or the 'Transaction'), with the Company continuing as the 
surviving corporation (the 'Surviving Corporation'), (b) each outstanding share 
of common stock, $.10 par value, of the Company (the 'Common Stock') (except (i)
1,234,568 of the 10,000,000 shares of Common Stock held by VHLLC (the 'Retained 
Shares'), and (ii) those shares of Common Stock held by the Company (as treasury
stock), by Parent or by their respective certain subsidiaries) will be converted
into the right to receive $20.25 in cash, without interest, (c) each of the     
Retained Shares, and each share of Common Stock held by any subsidiary of the   
Company or Parent (but excluding Merger Sub), will be converted into one share  
of the Surviving Corporation's common stock, $.01 par value per share           
('Recapitalized Common Stock'), (d) each outstanding share of Common Stock held 
by the Company as treasury stock or held by Parent or Merger Sub will be        
canceled without consideration and (e) each outstanding share of Merger Sub     
common stock will be converted into 9,135.802 shares of Recapitalized Common    
Stock. The Merger Agreement and the Merger have already been approved by the    
board of directors of each of the corporations that are parties to the Merger   
Agreement and are subject to the approval and adoption of the stockholders of   
the Company at a Special Meeting of Stockholders to be held on September 8,     
1998. This Statement is intended to satisfy the reporting requirements of       
Section 13(e) of the Securities Exchange Act of 1934, as amended (the 'Act'). A 
copy of the Merger Agreement is filed by the Company as Appendix A to the       
Company's Proxy Statement (the 'Proxy Statement') and incorporated by reference 
in Item 17(c) to this Statement.                                                

  (a) The issuer of the class of equity securities which is the subject of
the Rule 13e-3 transaction is the Company. The address of the Company's         
principal executive offices is 501 South Fourth Avenue, Suite 140, Louisville,  
Kentucky 40202.                                                                 

     (b) The information set forth in 'INTRODUCTION--Record Date; Voting Rights;
Votes Required for Approval' and 'MARKET PRICES FOR THE COMMON STOCK' in the    
Proxy Statement is incorporated herein by reference.                            

  (c) The information set forth in 'MARKET PRICES FOR THE COMMON STOCK' in
the Proxy Statement is incorporated herein by reference.                        

(d) The information set forth in 'DIVIDENDS' in the Proxy Statement is
incorporated herein by reference.                                               

 (e) The information set forth in 'UNDERWRITTEN PUBLIC OFFERINGS' in the
Proxy Statement is incorporated herein by reference.                            

(f) The information set forth in 'PURCHASES OF COMMON STOCK BY CERTAIN
PERSONS' in the Proxy Statement is incorporated herein by reference.            

ITEM 2. IDENTITY AND BACKGROUND.                                                

    (a) - (d) and (g) This statement is being filed by the Company, the issuer
of the class of equity securities that is the subject of the Rule 13e-3         
transaction, by Vencor and by VHLLC. The information set forth in 'TRANSACTION  
PARTIES,' 'CERTAIN INFORMATION CONCERNING VENCOR AND VHLLC' and 'DIRECTORS AND  
EXECUTIVE OFFICERS OF THE COMPANY, VENCOR, VHLLC AND THE SURVIVING CORPORATION' 
in the Proxy Statement is incorporated herein by reference.                     

  (e) - (f) None of the Company, Vencor and VHLLC or, to the best of their
knowledge, any of the persons listed as directors or executive officers of the  
Company, Vencor or VHLLC under 'DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY,
VENCOR, VHLLC AND THE SURVIVING CORPORATION' in the Proxy Statement, has during 
the last five years (i) been convicted in a criminal proceeding (excluding      
traffic violations or similar misdemeanors) or (ii) been 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                              

5 

DEF13E3
6th Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 6th
judgment, decree or final order enjoining further violations of, or prohibiting 
activities subject to, federal or state securities laws or finding any violation
of such laws.                                                                   

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.                            

    (a)(1) The information set forth in 'CERTAIN INFORMATION CONCERNING VENCOR
and VHLLC--Certain Transactions' of the Proxy Statement is incorporated herein  
by reference.                                                                   

(a)(2) The information set forth in 'INTRODUCTION--Proposal to be     
Considered at the Special Meeting,' 'INTRODUCTION--Record Date; Voting Rights;  
Votes Required for Approval,' 'SPECIAL FACTORS--Background of the Merger,'      
'SPECIAL FACTORS--Purpose and Structure of the Merger; Certain Effects of the   
Merger,' 'SPECIAL FACTORS--Interests of Certain Persons in the Merger,' 'THE    
MERGER AGREEMENT,' APPENDIX A--'AGREEMENT AND PLAN OF MERGER,' APPENDIX B--     
'SUPPORT AGREEMENT BY AND AMONG PARENT, MERGER SUB AND CERTAIN PREDECESSORS TO  
VENCOR AND VHLLC' of the Proxy Statement is incorporated herein by reference.   

   (b) The information set forth in 'INTRODUCTION--Proposal to be Considered
at the Special Meeting,' 'INTRODUCTION--Record Date; Voting Rights; Votes       
Required for Approval,' 'SPECIAL FACTORS--Background of the Merger,' 'SPECIAL   
FACTORS--Purpose and Structure of the Merger; Certain Effects of the Merger,'   
'SPECIAL FACTORS--Interests of Certain Persons in the Merger,' 'THE MERGER      
AGREEMENT,' 'SECURITY OWNERSHIP OF THE COMPANY' and APPENDIX A--'AGREEMENT AND  
PLAN OF MERGER' of the Proxy Statement is incorporated herein by reference.     

ITEM 4. TERMS OF THE TRANSACTION.                                               

   (a) The information set forth in 'INTRODUCTION--Proposal to be Considered
at the Special Meeting,' 'SPECIAL FACTORS--Purpose and Structure of the Merger; 
Certain Effects of the Merger,' 'SPECIAL FACTORS--Interests of Certain Persons  
in the Merger,' 'THE MERGER AGREEMENT' and APPENDIX A--'AGREEMENT AND PLAN OF   
MERGER' of the Proxy Statement is incorporated herein by reference.             

   (b) The information set forth in 'INTRODUCTION--Proposal to be Considered
at the Special Meeting,' 'SPECIAL FACTORS--Purpose and Structure of the Merger; 
Certain Effects of the Merger,' 'SPECIAL FACTORS--Certain Federal Income Tax    
Consequences of the Merger,' 'SPECIAL FACTORS--Plans for the Company After the  
Merger,' 'SPECIAL FACTORS--Interests of Certain Persons in the Merger,' 'THE    
MERGER AGREEMENT,' 'SECURITY OWNERSHIP OF THE COMPANY' and APPENDIX A--         
'AGREEMENT AND PLAN OF MERGER' of the Proxy Statement is incorporated herein by 
reference.                                                                      

ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.                          

    (a) - (g) The information set forth in 'SPECIAL FACTORS--Background of the
Merger,' 'SPECIAL FACTORS--Purpose and Structure of the Merger; Certain Effects 
of the Merger,' 'SPECIAL FACTORS--Interests of Certain Persons in the Merger,'  
'SPECIAL FACTORS--Plans for the Company After the Merger,' 'THE MERGER          
AGREEMENT--The Surviving Corporation,' 'DIRECTORS AND EXECUTIVE OFFICERS OF THE 
COMPANY, VENCOR AND VHLLC AND THE SURVIVING CORPORATION--Information Concerning 
Directors and Executive Officers of the Surviving Corporation' and APPENDIX A-- 
'AGREEMENT AND PLAN OF MERGER' of the Proxy Statement is incorporated herein by 
reference.                                                                      

ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                      

    (a) - (c) The information set forth in 'SOURCE OF FUNDS FOR THE MERGER' of
the Proxy Statement is incorporated herein by reference.                        

(d) Not applicable.                                                   

6 

DEF13E3
7th Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 7th
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.                          

  (a) and (c) The information set forth in 'SPECIAL FACTORS--Background of
the Merger,' 'SPECIAL FACTORS--Recommendations of the Special Committee, the    
Board, Vencor and VHLLC' and 'SPECIAL FACTORS--Purpose and Structure of the     
Merger; Certain Effects of the Merger' of the Proxy Statement is incorporated   
herein by reference.                                                            

(b) The information set forth in 'SPECIAL FACTORS--Background of the  
Merger' and 'SPECIAL FACTORS--Recommendations of the Special Committee, the     
Board, Vencor and VHLLC' of the Proxy Statement is incorporated herein by       
reference.                                                                      

   (d) The information set forth in 'INTRODUCTION--Proposal to be Considered
at the Special Meeting,' 'SPECIAL FACTORS--Background of the Merger,' 'SPECIAL  
FACTORS--Purpose and Structure of the Merger; Certain Effects of the Merger,'   
'SPECIAL FACTORS--Certain Federal Income Tax Consequences of the Merger,'       
'SPECIAL FACTORS--Accounting Treatment of the Merger,' 'SPECIAL FACTORS--Plans  
for the Company After the Merger,' 'SPECIAL FACTORS--Interests of Certain       
Persons in the Merger,' 'THE MERGER AGREEMENT--General,' 'THE MERGER            
AGREEMENT--The Surviving Corporation,' 'THE MERGER AGREEMENT--Consideration to  
be Received by Stockholders of the Company,' 'SOURCE OF FUNDS FOR THE MERGER,'  
'SECURITY OWNERSHIP OF THE COMPANY,' 'DIRECTORS AND EXECUTIVE OFFICERS OF THE   
COMPANY, VENCOR AND VHLLC AND THE SURVIVING CORPORATION--Information Concerning 
Directors and Executive Officers of the Surviving Corporation' and APPENDIX     
A--'AGREEMENT AND PLAN OF MERGER' of the Proxy Statement is incorporated herein 
by reference.                                                                   

ITEM 8. FAIRNESS OF THE TRANSACTION.                                            

     (a) - (b) The information set forth in 'SPECIAL FACTORS--Recommendations of
the Special Committee, the Board, Vencor and VHLLC' of the Proxy Statement is   
incorporated herein by reference.                                               

     (c) The information set forth in 'INTRODUCTION--Record Date; Voting Rights;
Votes Required for Approval,' 'SPECIAL FACTORS--Purpose and Structure of the    
Merger; Certain Effects of the Merger,' and APPENDIX A--'AGREEMENT AND PLAN OF  
MERGER' of the Proxy Statement is incorporated herein by reference.             

(d) The information set forth in 'SPECIAL FACTORS--Background of the  
Merger,' 'SPECIAL FACTORS--Opinion of the Company's and Special Committee's     
Financial Advisor' and APPENDIX F--'OPINION OF BT ALEX. BROWN INCORPORATED' of  
the Proxy Statement is incorporated herein by reference.                        

(e) The information set forth in 'SPECIAL FACTORS--Background of the  
Merger' and 'SPECIAL FACTORS--Recommendations of the Special Committee, the     
Board, Vencor and VHLLC' of the Proxy Statement is incorporated herein by       
reference.                                                                      

(f) Not applicable.                                                   

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.                 

    (a) - (c) The information set forth in 'SPECIAL FACTORS--Background of the
Merger,' 'SPECIAL FACTORS--Opinion of the Company's and Special Committee's     
Financial Advisor,' and APPENDIX F--'OPINION OF BT ALEX. BROWN INCORPORATED' of 
the Proxy Statement is incorporated herein by reference.                        

ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.                                  

   (a) The information set forth in 'INTRODUCTION--Proposal to be Considered
at the Special Meeting,' 'INTRODUCTION--Record Date; Voting Rights; Votes       
Required for Approval,' 'SPECIAL FACTORS-- Background of the Merger,' 'SPECIAL  
FACTORS--Purpose and Structure of the Merger; Certain Effects of the Merger,'   
'SPECIAL FACTORS--Interests of Certain Persons in the Merger,' 'CERTAIN         
INFORMATION CONCERNING VENCOR AND VHLLC' and 'SECURITY OWNERSHIP OF THE COMPANY'
of the Proxy Statement is incorporated herein by reference.                     

7 

DEF13E3
8th Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 8th
(b) The information set forth in 'PURCHASES OF COMMON STOCK BY CERTAIN
PERSONS' of the Proxy Statement is incorporated herein by reference.            

ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S 
SECURITIES.                                                                     

  The information set forth in 'INTRODUCTION--Proposal to be Considered at
the Special Meeting,' 'INTRODUCTION--Record Date; Voting Rights; Vote Required  
for Approval,' 'SPECIAL FACTORS-- Background of the Merger,' 'SPECIAL           
FACTORS--Purpose and Structure of the Merger; Certain Effects of the Merger,'   
'SPECIAL FACTORS--Plans for the Company After the Merger,' 'SPECIAL FACTORS--   
Interests of Certain Persons in the Merger,' 'CERTAIN INFORMATION CONCERNING    
VENCOR AND VHLLC' and 'SECURITY OWNERSHIP OF THE COMPANY' of the Proxy Statement
is incorporated herein by reference.                                            

ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO 
THE TRANSACTION.                                                                

   (a) The information set forth in 'INTRODUCTION--Proposal to be Considered
at the Special Meeting,' 'INTRODUCTION--Record Date; Voting Rights; Votes       
Required for Approval,' 'SPECIAL FACTORS-- Background of the Merger,' 'SPECIAL  
FACTORS--Purpose and Structure of the Merger; Certain Effects of the Merger,'   
'SPECIAL FACTORS--Interests of Certain Persons in the Merger,' 'THE MERGER      
AGREEMENT--Consideration to be Received by Stockholders of the Company,'        
'CERTAIN INFORMATION CONCERNING VENCOR AND VHLLC,' 'SECURITY OWNERSHIP OF THE   
COMPANY' and APPENDIX A--'AGREEMENT AND PLAN OF MERGER' of the Proxy Statement  
is incorporated herein by reference.                                            

   (b) The information set forth in 'SPECIAL FACTORS--Recommendations of the
Special Committee, the Board, Vencor and VHLLC' of the Proxy Statement is       
incorporated herein by reference.                                               

ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.                                   

     (a) The information set forth in 'INTRODUCTION--Record Date; Voting Rights;
Votes Required for Approval,' 'SPECIAL FACTORS--Purpose and Structure of the    
Merger; Certain Effects of the Merger,' 'APPRAISAL RIGHTS' and APPENDIX         
E--'SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW' of the Proxy Statement 
is incorporated herein by reference.                                            

(b) - (c) Not applicable.                                             

ITEM 14. FINANCIAL INFORMATION.                                                 

 (a) The information set forth in 'INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE,' 'SELECTED HISTORICAL FINANCIAL INFORMATION OF THE COMPANY,' and     
'INDEPENDENT AUDITORS' of the Proxy Statement is incorporated herein by         
reference. The Company's Consolidated Financial Statements and related Notes    
contained in its Annual Report on Form 10-K for the Fiscal Year ended December  
31, 1997, and Quarterly Report on Form 10-Q for the quarterly period ended March
31, 1998, are also incorporated herein by reference.                            

(b) The information set forth in 'UNAUDITED PRO FORMA CONSOLIDATED    
FINANCIAL STATEMENTS' of the Proxy Statement is incorporated herein by          
reference.                                                                      

ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.                     

  (a) The information set forth in 'SPECIAL FACTORS--Plans for the Company
After the Merger' and 'SOURCE OF FUNDS FOR THE MERGER' of the Proxy Statement is
incorporated herein by reference.                                               

(b) The information set forth in 'INTRODUCTION--Proxies; Proxy        
Solicitation' of the Proxy Statement is incorporated herein by reference.       

8 

DEF13E3
9th Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 9th
ITEM 16. ADDITIONAL INFORMATION.                                                

    The information set forth in the Proxy Statement is incorporated herein by
reference in its entirety.                                                      

ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.                                      

                                                        [Enlarge/Download Table]
                                                                                                           
(b)(1)   --  Opinion of BT Alex. Brown Incorporated (attached as Appendix F to the Proxy Statement).       
(b)(2)*  --  BT Alex. Brown Incorporated Presentation to the Board of Directors of the Company, dated April
             13, 1998.                                                                                     
(b)(3)*  --  BT Alex. Brown Incorporated Presentation to the Board of Directors of the Company, dated April
             19, 1998.                                                                                     
(c)(1)   --  Agreement and Plan of Merger dated as of April 19, 1998 by and among the Company, Parent and  
             Merger Sub, as amended as of May 19, 1998 (attached as Appendix A to the Proxy Statement). The
             Company will furnish supplementally any schedules or exhibits to the Commission upon request. 
(c)(2)   --  Support Agreement dated as of April 19, 1998 by and among Parent, Merger Sub and certain      
             predecessors to Vencor and VHLLC (attached as Appendix B to the Proxy Statement).             
(c)(3)   --  Support Agreement dated as of April 19, 1998 by and among Parent, Merger Sub and the          
             Stockholders listed on Schedule A thereto (attached as Appendix C to the Proxy Statement).    
(c)(4)*  --  Letter Agreement dated February 2, 1998 between the Company and Lazard Freres Real Estate     
             Investors LLC.                                                                                
(c)(5)*  --  Letter Agreement dated February 26, 1998 between the Company and Lazard Freres Real Estate    
             Estate Investors LLC.                                                                         
(d)(1)   --  Definitive Proxy Statement dated August 10, 1998.                                             
(d)(2)   --  Notice of Special Meeting of Stockholders (included in Proxy Statement).                      
(d)(3)   --  Proxy Card.                                                                                   
(d)(4)*  --  Press Release issued by the Company on February 2, 1998.                                      
(d)(5)*  --  Press Release issued by the Company on February 25, 1998.                                     
(d)(6)*  --  Press Release issued by the Company on April 20, 1998.                                        
(d)(7)*  --  Press Release issued by the Company on May 13, 1998.                                          
(d)(8)*  --  Press Release issued by the Company on June 15, 1998.                                         
(d)(9)*  --  Press Release issued by the Company on June 26, 1998.                                         
(d)(10)  --  Chief Executive Officer's Letter to Stockholders (included in Proxy Statement).               
(e)      --  Text of Section 262 of the Delaware General Corporation Law (attached as Appendix E to the    
             Proxy Statement).                                                                             
(f)      --  Not Applicable.                                                                               

------------------                                                              
* Previously filed.                                                             

9 

DEF13E3
10th Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 10th
SIGNATURE 

 AFTER DUE 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. 

                       ATRIA COMMUNITIES, INC.

                             By: /s/ W. PATRICK MULLOY, II
                                           -----------------------------------
                                     Name:   W. Patrick Mulloy, II
                                          Title:  President, Chief Executive
                                            Officer and Director

August 10, 1998                                                                 

10

DEF13E3
11th Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 11th
SIGNATURE 

 AFTER DUE 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. 

            VENCOR, INC.

                                 By: /s/ JAMES H. GILLENWATER, JR.
                                           -----------------------------------
                                        Name:  James H. Gillenwater, Jr.
                                     Title: Senior Vice President,
                                              Planning and Development

August 10, 1998                                                                 

11

DEF13E3
Last Page of 12
TOC
1st
Previous
Next
↓Bottom
Just 12th
SIGNATURE 

 AFTER DUE 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. 

                       VENCOR HOLDINGS, L.L.C.

                                 By: /s/ JAMES H. GILLENWATER, JR.
                                           -----------------------------------
                                        Name:  James H. Gillenwater, Jr.
                                     Title: Senior Vice President,
                                              Planning and Development

August 10, 1998                                                                 

12

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF13E3’ Filing		Date		First		Last			Other Filings
		9/8/98		5
Filed on:		8/10/98		1		12			DEFM14A
		6/26/98		9
		6/15/98		9
		5/21/98		1					PREM14A
		5/19/98		9
		5/18/98		1
		5/13/98		9					10-Q
		4/20/98		9
		4/19/98		5		9			8-K,  8-K/A
		4/13/98		9
		3/31/98		8					10-Q
		2/26/98		9
		2/25/98		9					8-A12G/A,  8-K/A
		2/2/98		9
		12/31/97		8					10-K,  10-K/A
									List all Filings