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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 31, 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 the Company's
motion to extend the Company's exclusive right to file its plan of
reorganization through July 18, 2000.
In support of its motion, the Company informed the Court that it has
continued to make progress in the reorganization proceedings. The Company also
noted that it 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 continued to engage in discussions with Ventas, Inc. ("Ventas")
to obtain its support for a consensual plan of reorganization but is
simultaneously pursuing other alternatives.
The Company also informed the Court that it has continued its conversations
with the Department of Justice regarding a settlement of the ongoing
investigations and the negotiation of other agreements with the Company.
In addition, the Company announced that the Court approved a tax
stipulation agreement between the Company and Ventas (the "Tax Agreement"). In
connection with the spin-off of the Company in 1998, Ventas and the Company
entered into a tax allocation agreement under which Ventas agreed that the
Company would be entitled to any tax refunds associated with its former
healthcare operations. In early February, a federal tax refund in excess of $26
million was received by Ventas. The Company has asserted that it is entitled to
the refund under several grounds, including the terms of the existing tax
allocation agreement. Accordingly, the Company demanded that Ventas enter into
the Tax Agreement which provides that refunds of federal, state and local taxes
received by either company on or after September 13, 1999 be held by the
recipient of such refunds in segregated interest bearing accounts. The Tax
Agreement requires notification before either party can withdraw funds from the
segregated accounts.
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
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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 debtor-in-
possession financing; 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.
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 31, 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: June 1, 2000 By: /s/ Richard A. Lechleiter
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Richard A. Lechleiter
Vice President, Finance,
Corporate Controller and
Treasurer
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