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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): June 14, 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 it has agreed with its lenders
to amend (the "Amendment") the Company's debtor-in-possession financing (the
"DIP Financing") to extend the maturity until September 30, 2000. The Amendment
also revises certain covenants and permits the Company to file its plan of
reorganization through July 18, 2000.
The Company also announced that it has entered into a commitment letter
(the "Commitment Letter") with certain of the DIP lenders to finance an amended
and restated debtor-in-possession credit agreement in an aggregate principal
amount of $90 million (the "Restated DIP"). The Restated DIP would become
effective in the event the Company became involved in a legal proceeding against
Ventas, Inc. (NYSE: VTR) ("Ventas") concerning the transactions in which the
Company was spun-off from Ventas or the master lease agreements executed in
connection with the spin-off. Such a legal proceeding currently would constitute
an event of default under the existing DIP Financing. The Restated DIP would
have a one-year term beginning on its effective date. The consummation of the
Restated DIP is subject to other customary conditions contained in the
Commitment Letter.
As previously disclosed, the Company has reached an understanding with
certain of its senior bank lenders, certain holders of the Company's $300
million 9 7/8% Guaranteed Senior Subordinated Notes due 2005 and the advisors to
the official committee of unsecured creditors regarding the broad terms of a
plan of reorganization. The Company also has made substantial progress in its
conversations with the Department of Justice regarding a settlement of the
ongoing investigations. The Company has continued to engage in discussions with
Ventas to obtain its support for a consensual plan of reorganization. At this
time, only Ventas is in disagreement with the Company over the terms of a
consensual plan of reorganization. While the filing of a consensual plan of
reorganization is the Company's preferred outcome, the Company believes that it
is taking prudent steps in the event a consensual plan of reorganization with
Ventas cannot be reached.
The DIP Financing and existing cash flows will be used to fund the
Company's operations during its restructuring. As of June 13, 2000, the Company
had no outstanding borrowings under the DIP Financing.
The United States Bankruptcy Court for the District of Delaware (the
"Court") must approve the Amendment and the Commitment Letter. The hearing on
this motion is scheduled for June 29, 2000.
Vencor and its subsidiaries filed voluntary petitions for reorganization
under Chapter 11 with the Court on September 13, 1999.
A copy of the press release is included as an exhibit to this filing and is
incorporated herein by reference.
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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 Financing; the Company's ability to satisfy the conditions in the
Commitment Letter and effectuate a 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; 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.
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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 June 14, 2000.
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: June 15, 2000 By: /s/ Richard A. Schweinhart
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Richard A. Schweinhart
Senior Vice President and
Chief Financial Officer
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