8-K, 2001-01-19
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                                 UNITED STATES
                            Washington, D.C.  20549


                                   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): January 18, 2001


                                 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)
                                  (Zip Code)

      Registrant's telephone number, including area code: (502) 596-7300

                                Not Applicable
        (Former name or former address, if changed since last report.)


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") approved an
amendment (the "Amendment") to the Company's debtor-in-possession financing (the
"DIP Financing") to extend its maturity until March 31, 2001.  The Amendment
also revises and updates certain financial covenants.  In addition, the
Amendment extends through March 31, 2001 the period of time for the Company to
file the appropriate pleadings to request confirmation and consummation of its
plan of reorganization.

     The DIP Financing and existing cash flows will be used to fund the
Company's operations during its restructuring.  As of January 17, 2001, the
Company had no outstanding borrowings under the DIP Financing.

     The Company is currently soliciting approval of the Company's fourth
amended plan of reorganization filed with the Court on December 14, 2000 (the
"Amended Plan").  The Court has scheduled a confirmation hearing on the Amended
Plan for March 1, 2001.

     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 consummate the Company's
Amended Plan; the ability of the Company to operate pursuant to the terms of its
DIP 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 January 18, 2001.

Items 8-9.  Not Applicable.



     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:  January 19, 2001                By: /s/ Richard A. Lechleiter
                                            Richard A. Lechleiter
                                            Vice President, Finance,
                                            Corporate Controller and


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