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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): September 22, 2000
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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 Events.
Vencor, Inc. (the "Company") announced that the United States Bankruptcy
Court for the District of Delaware (the "Court") has approved an amendment (the
"Amendment") to the Company's debtor-in-possession financing (the "DIP
Financing") to extend its maturity until October 31, 2000. The Amendment also
revises certain covenants and permits the Company to file its plan of
reorganization through October 31, 2000. The Court has previously extended the
Company's exclusive right to file its plan of reorganization through September
29, 2000.
The DIP Financing and existing cash flows will be used to fund the
Company's operations during its restructuring. As of September 22, 2000, the
Company had no outstanding borrowings under the DIP Financing.
The Court also approved an amendment to the previously announced commitment
letter among the Company and certain of the DIP lenders (the "Commitment
Letter") to extend the date by which Court approval must be obtained for the
Commitment Letter to be effective through October 31, 2000. Pursuant to the
Commitment Letter, certain of the DIP lenders would finance an amended and
restated debtor-in-possession credit agreement (the "Restated DIP") that would
become effective in the event the Company became involved in a legal proceeding
against Ventas, Inc. The consummation of the Restated DIP also would be subject
to other customary conditions contained in the Commitment Letter. At this time,
the Company has adjourned the hearing seeking approval of the Commitment Letter
and the Restated DIP in light of the status of the current negotiations with its
major constituencies to finalize a consensual plan of reorganization.
A copy of the press release is included as an exhibit to this filing and is
incorporated herein by reference.
Certain statements set forth above, including, but not limited to,
statements containing words such as "anticipate," "believe," "plan," "estimate,"
"expect," "intend," "may" and similar expressions are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are inherently uncertain, and stockholders must
recognize that actual results may differ materially from the Company's
expectations as a result of a variety of factors, including, without limitation,
those discussed below. 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. Factors that may affect the plans or results of the Company
include, without limitation, the ability of the Company to continue as a going
concern; the delays or the inability to complete the Company's plan of
reorganization; the ability of the Company to operate pursuant to the terms of
the DIP
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Financing; the Company's ability to satisfy the conditions to effectuate the
Restated DIP; the ability of the Company to operate successfully under the
Chapter 11 cases; risks associated with operating a business in Chapter 11;
adverse actions which may be taken by creditors and the outcome of various
bankruptcy proceedings; adverse developments with respect to the Company's
liquidity or results of operations; the Company's ability to attract patients
given its current financial position; the ability of the Company to attract and
retain key executives and other personnel; the effects of healthcare reform and
legislation on the Company's business strategy and operations; the Company's
ability to control costs, including labor costs in response to the prospective
payment system, implementation of its Corporate Integrity Agreement and other
regulatory actions; adverse developments with respect to the Company's
settlement discussions with the Department of Justice concerning ongoing
investigations; and the dramatic increase in the costs of defending and insuring
against alleged patient care liability claims. Many of these factors are beyond
the control of the Company and its management. The Company cautions investors
that any forward-looking statements made by the Company are not guarantees of
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 to reflect future events or developments.
Item 6. Not Applicable.
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 September 22, 2000.
Items 8-9. 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: September 25, 2000 By: /s/ Richard A. Lechleiter
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Richard A. Lechleiter
Vice President, Finance,
Corporate Controller and
Treasurer
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