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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): December 15, 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 and Regulation FD Disclosure.
Vencor, Inc., (the "Company") has announced that the United States
Bankruptcy Court for the District of Delaware (the "Court") has approved the
adequacy of the information contained in the Company's fourth amended disclosure
statement and the short-form of the fourth amended disclosure statement
(collectively, the "Disclosure Materials"). The Company intends to distribute
the Disclosure Materials on or before December 29 to solicit approval of the
Company's fourth amended plan of reorganization filed with the Court on December
14 (the "Amended Plan").
The Court has established November 30, 2000 as the record date for
determining parties entitled to vote on the Amended Plan and has approved the
voting, balloting and solicitation procedures for the Amended Plan. In
addition, the Court has scheduled a confirmation hearing on the Amended Plan for
March 1, 2001.
The Amended Plan and the related Disclosure Materials represent the
Company's best efforts to embody understandings that it has reached with all of
its major creditor constituencies. All parties have reserved their right to
determine whether or not they will vote for the Amended Plan.
In addition to the factors noted below, the confirmation and consummation
of the Amended Plan are subject to a number of material conditions including,
without limitation, the receipt of the requisite acceptances from various
creditor classes to confirm the Amended Plan and the Court's determination that
the Amended Plan satisfies the statutory requirements for confirmation under the
bankruptcy code. There can be no assurance that the Amended Plan as submitted
will be confirmed or consummated.
A copy of the press release is included as an exhibit to this filing.
Certain statements contained herein, 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 and/or
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consummate the Company's Amended Plan; the ability of the Company to operate
pursuant to the terms of its debtor-in-possession financing; the Company's
ability to satisfy the conditions to effectuate a restated 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, implementation of its Corporate Integrity Agreement and other regulatory
actions; adverse developments with respect to the Company's settlement
discussions with the United States government 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 December 15, 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: December 18, 2000 By: /s/ Richard A. Lechleiter
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Richard A. Lechleiter
Vice President, Finance,
Corporate Controller and
Treasurer
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