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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 1998
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VENCOR, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-14057 61-1323993
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
3300 Aegon Center
400 West Market Street
Louisville, Kentucky
(Address of principal executive offices)
40202
(Zip Code)
Registrant's telephone number, including area code: (502) 596-7300
Not Applicable
(Former name or former address, if changed since last report.)
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ITEMS 1-4. NOT APPLICABLE.
ITEM 5. OTHER INFORMATION.
Vencor, Inc. (the "Company") is reporting the results of the exchange of
stock options for its key employees. To retain and motivate key personnel, the
Executive Compensation Committee of the Board of Directors approved an exchange
offer, completed on November 9, 1998, which entitled employees to exchange
outstanding stock options for a reduced number of options with an exercise price
equal to the closing price of the Company's common stock on November 9, 1998.
Employees were required to elect to exchange their options prior to the close of
the market on November 9, 1998. The number of shares for each exchanged option
was reduced based on the Black-Scholes pricing method using the November 9
closing price. The closing price of the Company's common stock on November 9,
1998 was $5.50.
Employees were informed by letter on December 18, 1998 of the results of
the exchange offer. Over 300 of the Company's employees participated in the
exchange which resulted in the cancellation of options to purchase approximately
5.7 million shares and the granting of options to purchase approximately 4.6
million shares. The newly issued options are subject to restrictions on
exercisability and were converted to non-qualified status for tax purposes.
ITEMS 6-9. NOT APPLICABLE.
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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.
VENCOR, INC.
Dated: December 18, 1998 By: /s/ W. Bruce Lunsford
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W. Bruce Lunsford
Chairman of the Board
and Chief Executive Officer
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