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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ATRIA COMMUNITIES, INC.
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
049905102
(CUSIP Number)
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Jill Force
Senior Vice President and General Counsel
Vencor, Inc.
3300 Aegon Center
400 West Market Street
Louisville, Kentucky 40202
Telephone: (502) 596-7300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 15, 1998
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and four
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided on a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 049905102 13D Page 2 of 10 Pages
1 NAMES OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vencor, Inc. (formerly known as Vencor Healthcare, Inc.) 61-1323993
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A (see Item 3)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 1,234,568
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH: -0-
10 SHARED DISPOSITIVE POWER
1,234,568
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,234,568 shares of Common Stock, par value $.10 per share
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP NO. 049905102 13D Page 3 of 10 Pages
1 NAMES OF REPORTING PERSONS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vencor Holdings, L.L.C. 52-2097879
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A (see Item 3)
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
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 1,234,568
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH: -0-
10 SHARED DISPOSITIVE POWER
1,234,568
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,234,568 shares of Common Stock, par value $.10 per share
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.9%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (limited liability company)
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CUSIP NO. 049905102 13D Page 4 of 10 Pages
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement on
Schedule 13D relates is the Common Stock, par value $.10 per share (the
"Atria Common Stock"), of Atria Communities, Inc. (the "Issuer"). The
address of the Issuer's principal executive office is 501 South Fourth
Avenue, Suite 140, Louisville, Kentucky 40202.
ITEM 2. IDENTITY AND BACKGROUND
(a) The reporting entities under this Form 13D are Vencor, Inc.
(formerly known as Vencor Healthcare, Inc.), a Delaware corporation (the
"Company" or "Vencor"), and Vencor Holdings, L.L.C., a wholly-owned
subsidiary of the Company and a Delaware limited liability company
("Vencor Holdings"). The Company is one of the largest providers of
long-term healthcare services in the United States. The Company
provides healthcare services throughout a network of facilities across
the United States, including long-term hospital care, nursing care,
acute cardiopulmonary care, sub-acute and post-operative care, inpatient
and outpatient rehabilitation therapy, specialized care of Alzheimer's
disease, hospice care, home healthcare, and pharmacy services. Vencor
Holdings was formed by the Company for the sole purpose of holding the
Atria Common Stock.
(b) The address of the Company's and Vencor Holdings' principal
business and office is 3300 Aegon Center, 400 West Market Street,
Louisville, Kentucky 40202.
(c) The name, business address, and principal occupation or
employment of each director and executive officer of the Company are set
forth in the table below.
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OFFICE AND
NAME PRINCIPAL OCCUPATION BUSINESS ADDRESS
W. Bruce Lunsford Chairman of the Board, President and 3300 Aegon Center
Chief Executive Officer of Vencor 400 West Market Street
Louisville, KY 40202
Richard A. Schweinhart Chief Financial Officer and Senior 3300 Aegon Center
Vice President of Vencor 400 West Market Street
Louisville, KY 40202
Michael R. Barr Chief Operating Officer and Execu- 3300 Aegon Center
ive Vice President of Vencor 400 West Market Street
Louisville, KY 40202
Jill L. Force Senior Vice President and General 3300 Aegon Center
Counsel of Vencor 400 West Market Street
Louisville, KY 40202
James H. Gillenwater, Jr. Senior Vice President, Planning and 3300 Aegon Center
Development of Vencor 400 West Market Street
Louisville, KY 40202
Richard A. Lechleiter Vice President of Finance and Corpo- 3300 Aegon Center
rate Controller of Vencor 400 West Market Street
Louisville, KY 40202
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CUSIP NO. 049905102 13D Page 5 of 10 Pages
Ulysses L. Bridgeman, Jr. President of Bridgeman Foods, Inc., a 12910 Shelbyville Road
franchisee of Wendy's Old Fashioned Suite 104
Hamburger Restaurants; Director of Louisville, KY 40243
Vencor
Elaine L. Chao Distinguished Fellow of The Heritage 214 Massachusetts Avenue, N.E.
Foundation; Director of Vencor Washington, DC 20002-4999
Donna R. Ecton Former Chief Operating Officer of 5602 East Via Buena Vista
PETsMART, Inc., a pet supplies re- Paradise Valley, AZ 85253
tailer; Director of Vencor
Stanley C. Gault Retired Chairman and Chief Executive Rubbermaid Incorporated
Officer of the Goodyear Tire & Rub- 1147 Akron Road
ber Company; Director of Vencor Wooster, OH 44691-6000
William H. Lomicka President of Mayfair Capital, Inc., a 2510 Aegon Center
private investment firm; Director of 400 West Market Street
Vencor Louisville, KY 40202
R. Gene Smith Chairman of the Board of Taco Tico, 3600 National City Tower
Inc., an operator of Mexican fast-food 101 South Fifth Street
restaurants; Managing General Partner Lousville, KY 40202
of Direct Programming Services, a
marketer of direct broadcast satellite
television services since 1993; Direc-
tor and Vice Chairman of Vencor
The name, business address, and principal occupation or employment of
each manager and executive officer of Vencor Holdings are set forth in the
table below.
OFFICE AND
NAME PRINCIPAL OCCUPATION BUSINESS ADDRESS
Michael R. Barr Member of Board of Managers, Chief 3300 Aegon Center
Operating Officer and Executive Vice 400 West Market Street
President of Vencor Holdings. Mr. Louisville, KY 40202
Barr's principal occupation is Chief
Operating Officer and Executive Vice
President of Vencor
Jill L. Force Senior Vice President and General 3300 Aegon Center
Counsel of Vencor Holdings. Ms. 400 West Market Street
Force's principal occupation is Senior Louisville, KY 40202
Vice President and General Counsel
of Vencor
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CUSIP NO. 049905102 13D Page 6 of 10 Pages
James H. Gillenwater, Jr. Senior Vice President of Planning and 3300 Aegon Center
Development of Vencor Holdings. 400 West Market Street
Mr. Gillenwater's principal occupation Louisville, KY 40202
is Senior Vice President, Planning and
Development of Vencor
Richard A. Lechleiter Vice President of Finance and Corpo- 3300 Aegon Center
rate Controller of Vencor Holdings. 400 West Market Street
Mr. Lechleiter's principal occupation Louisville, KY 40202
is Vice President of Finance and Cor-
porate Controller of Vencor
W. Bruce Lunsford Chairman of the Board, President and 3300 Aegon Center
Chief Executive Officer of Vencor 400 West Market Street
Holdings. Mr. Lunsford's principal Louisville, KY 40202
occupation is Chairman of the Board,
President and Chief Executive Officer
of Vencor
(d) Each of the above listed directors and executive officers of
Vencor and Vencor Holdings is a United States citizen.
(e) Neither the Company nor Vencor Holdings nor any of the above
listed directors and executive officers has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during
the past five years. Neither the Company nor Vencor Holdings nor any of
the above listed directors and executive officers has ever been party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws during the past five years.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Company received the Atria Common Stock in connection with an
Agreement and Plan of Reorganization, dated as of April 30, 1998 (the
"Reorganization Agreement"), between the Company and Ventas, Inc.
(formerly known as Vencor, Inc.), a Delaware corporation and former parent
of the Company ("Ventas"), and a Distribution Agreement, dated as of April
30, 1998, between the Company and Ventas, pursuant to which Ventas
effected a corporate restructuring and distributed the common stock of the
Company to the stockholders of Ventas on a pro-rata basis. The Company
transferred the Atria Common Stock to Vencor Holdings in connection
with the Reorganization Agreement.
ITEM 4. PURPOSE OF TRANSACTION
The Company and Vencor Holdings acquired the Atria Common Stock
for the purpose of making an investment in the Issuer and not with the
present intention of acquiring control of the Issuer's business.
On April 19, 1998, the Issuer, Kapson Senior Quarters Corp.
("Kapson"), an affiliate of Lazard Freres Real Estate Investors L.L.C.,
and KA Acquisition Corp., a wholly owned subsidiary of Kapson, signed an
Agreement
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CUSIP NO. 049905102 13D Page 7 of 10 Pages
and Plan of Merger (the "Merger Agreement") under which Kapson would acquire
the Issuer in a transaction valued at $750 million. The transactions
contemplated by the Merger Agreement were consummated on September 15, 1998.
Pursuant to the Merger Agreement, the Company received $20.25 per share in
cash for 8,765,432 shares or approximately 88% of its Atria Common Stock
(approximately $177.5 million) and retained the remaining shares of Atria
Common Stock after the merger.
Regarding the Atria Common Stock that was not sold to Kapson
pursuant to the Merger Agreement, the Company and Vencor Holdings intend to
continue to review their investment in the Issuer on the basis of various
factors, including the Issuer's business, financial condition, results of
operations and prospects, general economic and industry conditions, the
securities markets in general and those for the Issuer's securities in
particular, as well as other developments and other investment opportunities.
Based upon such review, the Company will take such actions in the future as
the Company may deem appropriate in light of the circumstances existing from
time to time.
As of the date of this statement, neither the Company nor Vencor
Holdings has plans or proposals with respect to the Issuer that could relate
to or could result in any of the actions specified in clauses (a) through (j)
of Item 4 of Schedule 13D, except that as a result of the consummation of the
Merger Agreement: (i) Kapson agreed to cause one member of the Issuer's board
of directors to be a person designated by Vencor who is reasonably acceptable
to Kapson; and (ii) the registration of the Issuer's Common Stock was
terminated pursuant to Section 12(g)(4) of the Act and is no longer quoted in
an inter-dealer quotation system.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
On April 30, 1998, the Company received 10,000,000 shares of Atria
Common Stock pursuant to the Reorganization Agreement, representing
approximately 43% of the total number of shares outstanding. On April 30,
1998, the Company transferred its shares of Atria Common Stock to Vencor
Holdings. On September 15, 1998, the closing of the transactions
contemplated by the Merger Agreement occurred in New York, New York and
Vencor Holdings disposed of 8,765,432 shares of Common Stock of the Issuer
for a price of $20.25 per share. As of September 15, 1998, the Company and
Vencor Holdings share the power to vote or to direct the vote and share the
power to dispose or direct the disposition of their remaining 1,234,568
shares of the Issuer, constituting 11.9% of the total number of shares
outstanding.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as set forth in Item 7, neither the Company nor Vencor
Holdings is party to any contract, arrangement, understanding or relationship
with respect to the Atria Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Agreement and Plan of Merger, dated April 19, 1998, among the
Issuer, Kapson Senior Quarters Corp., an affiliate of Lazard Freres Real
Estate Investors L.L.C., and KA Acquisition Corp., a wholly-owned subsidiary
of Kapson (filed as Exhibit 99.1 to the Issuer's Form 8-K, filed April 24,
1998 and incorporated herein by reference).
(b) Agreement and Plan of Reorganization, dated April 30, 1998,
among the Company and Ventas, Inc. (filed as Exhibit 10.1 to the Company's
Registration Statement on Form 10 dated April 28, 1998 and incorporated
herein by reference).
(c) Joint Filing Agreement between Vencor, Inc. and Vencor
Holdings, L.L.C.
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CUSIP NO. 049905102 13D Page 8 of 10 Pages
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.
Dated: October 14, 1998 VENCOR, INC.
By:/S/JAMES H. GILLENWATER, JR.
James H. Gillenwater, Jr.
Senior 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.
Dated: October 14, 1998 VENCOR HOLDINGS, L.L.C.
By:/S/ JAMES H. GILLENWATER, JR.
James H. Gillenwater, Jr.
Senior Vice President
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CUSIP NO. 049905102 13D Page 9 of 10 Pages
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
(a) Agreement and Plan of Merger, dated April 19, 1998, among the Issuer, Kapson
Senior Quarters Corp., an affiliate of Lazard Freres Real Estate Investors
L.L.C., and KA Acquisition Corp., a wholly-owned subsidiary of Kapson (filed as
Exhibit 99.1 to the Issuer's Form 8-K, filed April 24, 1998 and incorporated
herein by reference).
(b) Agreement and Plan of Reorganization, dated April 30, 1998, among the Company
and Ventas, Inc. (filed as Exhibit 10.1 to the Company's Registration Statement
on Form 10 dated April 28, 1998 and incorporated herein by reference).
(c) Joint Filing Agreement between Vencor, Inc. and Vencor Holdings, L.L.C. 10
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CUSIP NO. 049905102 13D Page 10 of 10 Pages
EXHIBIT C
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k), 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 the
amendments thereto) with respect to the common stock, $.10 par value per share
of Atria Communities, Inc., a Delaware 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(k)(1)(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.
IN WITNESS WHEREOF, the parties hereto execute this Joint Filing
Agreement as of the 14TH day of October, 1998.
VENCOR, INC.
By:/S/ JAMES H. GILLENWATER, JR.
James H. Gillenwater, Jr.
Senior Vice President
VENCOR HOLDINGS, L.L.C.
By:/S/ JAMES H. GILLENWATER, JR.
James H. Gillenwater, Jr.
Senior Vice President
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