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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): May 3, 1999
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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.)
One Vencor Place
680 South Fourth Street
Louisville, Kentucky
(Address of principal executive offices)
40202-2412
(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") announced that it has elected not to make the
interest payment of approximately $14.8 million due today on the Company's $300
million 9 7/8% Guaranteed Senior Subordinated Notes due 2005 (the "Notes").
The indenture under which the Notes were issued provides for a 30-day grace
period before an Event of Default will occur due to the nonpayment of interest.
If the interest payment is not made within the 30-day grace period, the Notes
may be declared immediately due and payable. However, if the Company's senior
bank debt has not been accelerated, the Notes may not be accelerated until five
days after notice is given to the Company's senior bank lenders. The Notes are
a general unsecured obligation of the Company and rank subordinate in right of
payment to the Company's senior bank debt and lease obligations.
As previously announced, the Company continues to negotiate with its senior
bank lenders and with Ventas, Inc. ("Ventas") in an effort to obtain a
sustainable capital structure for the Company and a reduction in the rents paid
by the Company to Ventas. The Company also intends to negotiate with the
holders of the Notes as part of this effort.
Certain statements set forth above, including, but not limited to,
statements containing the words "anticipates," "believes," "expects," "intends,"
"will," "may" and similar words constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such forward-
looking statements are based on management's current expectations and include
known and unknown risks, uncertainties and other factors, many of which the
Company is unable to predict or control, that may cause the Company's actual
results or performance to differ materially from any future results or
performance expressed or implied by such forward-looking statements. These
statements involve risks, uncertainties and other factors detailed from time to
time in the Company's filings with the Securities and Exchange Commission. Such
factors may include, without limitation, the Company's ability to amend or
refinance its existing debt and lease obligations or otherwise adjust its
current financial structure, the increase in the Company's cost of borrowing,
its ability to attract patients and the effects of healthcare reform and
legislation on the Company's business strategy and operations. The Company
cautions investors that any forward-looking statements made by the Company are
not guarantees of the future performance. The Company disclaims any obligation
to update any such factors or to announce publicly the results of any revisions
to any of the forward-looking statements included herein to reflect future
events or developments.
A copy of the press release is included as an exhibit to this filing and is
incorporated herein by reference.
Item 6. Not Applicable.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit 99.1 Press Release dated May 3, 1999.
Items 8-9. Not Applicable.
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: May 3, 1999 By: /s/ Richard A. Lechleiter
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Richard A. Lechleiter
Vice President, Finance,
Corporate Controller and
Treasurer
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Exhibit 99.1
[Logo of Vencor, Inc. appears here]
CONTACT: Richard A. Schweinhart
Senior Vice President and Chief Financial Officer
(502) 596-7379
Richard A. Lechleiter
Vice President, Finance,
Corporate Controller and Treasurer
(502) 596-7734
VENCOR ELECTS NOT TO MAKE INTEREST PAYMENT ON ITS 9 7/8% SUBORDINATED NOTES
LOUISVILLE, Ky. (May 3, 1999) Vencor, Inc. (NYSE: VC) announced today that
it has elected not to make the interest payment of approximately $14.8 million
due today on the Company's $300 million 9 7/8% Guaranteed Senior Subordinated
Notes due 2005 (the "Notes").
The indenture under which the Notes were issued provides for a 30-day grace
period before an Event of Default will occur due to the nonpayment of interest.
If the interest payment is not made within the 30-day grace period, the Notes
may be declared immediately due and payable. However, if the Company's senior
bank debt has not been accelerated, the Notes may not be accelerated until five
days after notice is given to the Company's senior bank lenders. The Notes are
a general unsecured obligation of the Company and rank subordinate in right of
payment to the Company's senior bank debt and lease obligations.
As previously announced, the Company continues to negotiate with its senior
bank lenders and with Ventas, Inc. (NYSE: VTR) in an effort to obtain a
sustainable capital structure for the Company and a reduction in the rents paid
by the Company to Ventas. The Company also intends to negotiate with the
holders of the Notes as part of this effort.
Vencor is a long-term healthcare provider operating hospitals, nursing
centers and contract ancillary services in 46 states.
Certain statements made in this press release, including, but not limited
to, statements containing the words "anticipates," "believes," "expects,"
"intends," "will," "may" and similar words constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are based on management's current expectations
and include known and unknown risks, uncertainties and other factors, many of
which the Company is unable to predict or control, that may cause the Company's
actual
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results or performance to differ materially from any future results or
performance expressed or implied by such forward-looking statements. These
statements involve risks, uncertainties and other factors detailed from time to
time in the Company's filings with the Securities and Exchange Commission. Such
factors may include, without limitation, the Company's ability to amend or
refinance its existing debt and lease obligations or otherwise adjust its
current financial structure, the increase in the Company's cost of borrowing,
its ability to attract patients and the effects of healthcare reform and
legislation on the Company's business strategy and operations. The Company
cautions investors that any forward-looking statements made by the Company are
not guarantees of the future performance. The Company disclaims any obligation
to update any such factors or to announce publicly the results of any revisions
to any of the forward-looking statements included herein to reflect future
events or developments.
2
