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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 10, 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 did not pay the
approximately $19 million in rent to Ventas, Inc. ("Ventas") that was due
Friday, May 7, 1999. Although Ventas served Vencor with notices of non-payment
under the Master Leases with Ventas, the parties have since entered into further
amendments of their prior Standstill and Tolling Agreements extending the time
during which no remedies may be pursued by either party until June 6, 1999 and
extending until June 11, 1999 the date by which the Company may cure its failure
to pay May's rents.
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 10, 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 10, 1999 By: /s/ Richard A. Schweinhart
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Richard A. Schweinhart
Senior Vice President
and Chief Financial Officer
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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 AND VENTAS EXTEND STANDSTILL AND TOLLING AGREEMENTS
LOUISVILLE, Ky. (May 10, 1999) Vencor, Inc. (NYSE: VC) today announced that it
did not pay the approximately $19 million in rent to Ventas, Inc. (NYSE: VTR)
that was due Friday, May 7, 1999. Although Ventas served Vencor with notices of
non-payment under the Master Leases, the parties have since entered into further
amendments of their prior Standstill and Tolling Agreements extending the time
during which no remedies may be pursued by either party until June 6, 1999 and
extending until June 11, 1999 the date by which Vencor may cure its failure to
pay May's rents.
Edward L. Kuntz, Chairman and Chief Executive Officer of Vencor, said, "I am
pleased with this interim arrangement and remain optimistic that continuing
discussions with Ventas and the senior bank lenders, and anticipated discussions
with holders of the Company's 9 7/8% Guaranteed Senior Subordinated Notes, can
lead to a sustainable capital structure for the Company. A key element in the
Company's future is the continued dedication of our approximately 60,000
employees to providing quality care and services to the Company's patients and
nursing center residents."
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.
