UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Atria Communities, Inc.
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
049905102
(CUSIP Number)
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)
April 30, 1998
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(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [x]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 in 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).
<PAGE>
CUSIP No. 049905012 SCHEDULE 13D Page 2 of 11 Pages
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON Vencor, Inc. (formerly known as Vencor
Healthcare, Inc.)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
61-1323993
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
N/A (see Item 3)
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY 7. SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON -0-
WITH
8. SHARED VOTING POWER
10,000,000
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
10,000,000
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000,000 shares of Common Stock, par value $.10 per share
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
CUSIP No. 049905012 SCHEDULE 13D Page 3 of 11 Pages
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON Vencor Holdings, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
52-2097879
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
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 SHARES BENEFICIALLY 7. SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON -0-
WITH
8. SHARED VOTING POWER
10,000,000
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
10,000,000
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10,000,000 shares of Common Stock, par value $.10 per share
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO (limited liability company)
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7(INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
CUSIP No. 049905012 SCHEDULE 13D Page 4 of 11 Pages
ITEM 1. SECURITY OF 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"), 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. The Company also continues
to develop VenTouchTM, a comprehensive paperless clinical information system
designed to increase the operating efficiencies of the Company's facilities.
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 office
is 3300 Aegon Center, 400 West Market Street, Louisville, Kentucky 40202.
(c) The name, business address, principal occupation or employment of
each director and executive officer of Vencor is set forth in the table below.
<TABLE>
<CAPTION>
Office and
Name Principal Occupation Business Address
---- -------------------- ----------------
<S> <C> <C>
W. Bruce Lunsford Chairman of the Board, 3300 Aegon Center
President and Chief 400 West Market Street
Executive Officer of Vencor Louisville, KY 40202
W. Earl Reed, III Director, Chief Financial 3300 Aegon Center
Officer, and Executive Vice 400 West Market Street
President of Vencor Louisville, KY 40202
Michael R. Barr Director, Chief Operating 3300 Aegon Center
Officer, and Executive Vice 400 West Market Street
President of Vencor Louisville, KY 40202
<PAGE>
CUSIP No. 049905012 SCHEDULE 13D Page 5 of 11 Pages
Office and
Name Principal Occupation Business Address
---- -------------------- ----------------
<S> <C> <C>
Jill L. Force Senior Vice President and 3300 Aegon Center
General Counsel of Vencor 400 West Market Street
Louisville, KY 40202
James H. Gillenwater, Jr. Senior Vice President, 3300 Aegon Center
Planning and Development 400 West Market Street
of Vencor Louisville, KY 40202
Richard A. Lechleiter Vice President of Finance 3300 Aegon Center
and Corporate Controller of 400 West Market Street
Vencor Louisville, KY 40202
Ulysses L. Bridgeman, Jr. President of Bridgeman 12910 Shelbyville Road
Foods, Inc., a franchisee of Suite 104
Wendy's Old Fashioned Louisville, KY 40243
Hamburger Restaurants;
Director of Vencor
Elaine L. Chao Distinguished Fellow of The 214 Massachusetts Ave., NE
Heritage Foundation; Washington, DC 20002-4999
Director of Vencor
Donna R. Ecton Chief Operating Officer of 10000 North 31st Avenue
PETsMART, Inc., a pet Suite C100
supplies retailer; Director Phoenix, AZ 85051
of Vencor
William H. Lomicka President of Mayfair Capital, 2510 Aegon Center
Inc., a private investment 400 West Market Street
firm; Director of Vencor Louisville, KY 40202
R. Gene Smith Chairman of the Board of 3600 National City Tower
Taco Tico, Inc., an operator 101 South Fifth Street
of Mexican fast-food Louisville, KY 40202
restaurants; Managing
General Partner of Direct
Programming Services, a
marketer of direct broadcast
satellite television services
since 1993; Director and
Vice Chairman of Vencor
<PAGE>
CUSIP No. 049905012 SCHEDULE 13D Page 6 of 11 Pages
The name, business, address, principal occupation or employment of each
director and executive officer of Vencor Operating is set forth in the table
below.
Office and
Name Principal Occupation Business Address
---- -------------------- ----------------
<S> <C> <C>
Michael R. Barr Director, Chief Operating 3300 Aegon Center
Officer, and Executive Vice 400 West Market Street
President of Vencor Louisville, KY 40202
Operating. Mr. Barr's
principal occupation is Chief
Operating Officer and
Executive Vice President of
Vencor
Jill L. Force Senior Vice President and 3300 Aegon Center
General Counsel of Vencor 400 West Market Street
Operating. Ms. Force's Louisville, KY 40202
principal occupation is
Senior Vice President and
General Counsel of Vencor
James H. Gillenwater, Jr. Senior Vice President of 3300 Aegon Center
Planning and Development 400 West Market Street
of Vencor Operating. Mr. Louisville, KY 40202
Gillenwater's principal
occupation is Senior Vice
President, Planning and
Development of Vencor
Richard A. Lechleiter Vice President of Finance 3300 Aegon Center
and Corporate Controller of 400 West Market Street
Vencor Operating. Mr. Louisville, KY 40202
Lechleiter's principal
occupation is Vice President
of Finance and Corporate
Controller of Vencor
<PAGE>
CUSIP No. 049905012 SCHEDULE 13D Page 7 of 11 Pages
Office and
Name Principal Occupation Business Address
---- -------------------- ----------------
<S> <C> <C>
Michael R. Barr Director, Chief Operating 3300 Aegon Center
Officer, and Executive Vice 400 West Market Street
President of Vencor Louisville, KY 40202
Operating. Mr. Barr's
principal occupation is Chief
Operating Officer and
Executive Vice President of
Vencor
Jill L. Force Senior Vice President and 3300 Aegon Center
General Counsel of Vencor 400 West Market Street
Operating. Ms. Force's Louisville, KY 40202
principal occupation is
Senior Vice President and
General Counsel of Vencor
W. Bruce Lunsford Chairman of the Board, 3300 Aegon Center
President and Chief 400 West Market Street
Executive Officer of Vencor Louisville, KY 40202
Operating. Mr. Lunsford's
principal occupation is
Chairman of the Board,
President and Chief
Executive Officer of Vencor
W. Earl Reed, III Director, Chief Financial 3300 Aegon Center
Officer and Executive Vice 400 West Market Street
President of Vencor Louisville, KY 40202
Operating. Mr. Reed's
principal occupation is
Director, Chief Financial
Officer and Executive Vice
President of Vencor
</TABLE>
(d) Each of the above listed directors and executive officers of Vencor
is a United States citizen.
(e) Neither the Company nor Vencor Holdings has been convicted in a
criminal proceeding during the past five years. Neither the Company nor Vencor
Holdings has ever been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction in which
<PAGE>
CUSIP No. 049905012 SCHEDULE 13D Page 8 of 11 Pages
it has been subject to a judgment, decree or final order enjoining future
violations of or prohibiting or mandating activities subject to, Federal or
State securities laws or finding a 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 THE 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 and Plan of
Merger (the "Merger Agreement") under which Kapson will acquire the Issuer in a
transaction valued at $750 million. The Company will receive $20.25 per share in
cash for approximately 88% of its Atria Common Stock (approximately $177.5
million) and will retain the remaining shares of Atria Common Stock after the
merger. The Merger Agreement was filed as Exhibit 99.1 to the Form 8-K filed by
Atria Communities, Inc. April 24, 1998 and is incorporated herein by reference
Regarding the Atria Common Stock that will not be sold to Kapson
pursuant to the Merger Agreement, the Company and Vencor Holdings intend to
continue to review its 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. Depending on market
and other factors, the Company may determine to dispose of some or all of the
Atria Common Stock currently owned or otherwise acquired by the Company either
in the open market or in privately negotiated transactions.
<PAGE>
CUSIP No. 049905012 SCHEDULE 13D Page 9 of 11 Pages
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.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
On April 30, 1998, the Company acquired 10,000,000 shares of Atria
Common Stock, 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. 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 all 10,000,000 shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as set forth in Exhibit (b), 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).
<PAGE>
CUSIP No. 049905012 SCHEDULE 13D Page 10 of 11 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.
Date: May 8, 1998 VENCOR, INC.
By: /s/ Jill L. Force
-----------------------------------
Jill Force, Senior Vice President
and General Counsel
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.
VENCOR HOLDINGS, L.L.C.
By: /s/ Jill L. Force
-----------------------------------
Jill Force, Senior Vice President
and General Counsel
<PAGE>
CUSIP No. 049905012 SCHEDULE 13D Page 11 of 11 Pages
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 the amendments
thereto) with respect to the common stock, no 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(f)(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 7th day of May, 1998.
VENCOR, INC.
By: /s/ Jill L. Force
-----------------------------------
Jill Force, Senior Vice President
and General Counsel
VENCOR HOLDINGS, L.L.C.
By: /s/ Jill L. Force
-----------------------------------
Jill Force, Senior Vice President
and General Counsel
