<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
VENCOR, INC.
(Name of Issuer)
Common Stock, par value $.25 per share
(Title of Class of Securities)
922602107
(CUSIP Number)
Scott M. Brown, Esq.
Tenet Healthcare Corporation
2700 Colorado Avenue
Santa Monica, California 90404
(310) 998-8000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
with a copy to:
Brian J. McCarthy, Esq.
Skadden, Arps, Slate, Meagher & Flom
300 S. Grand Avenue
Los Angeles, California 90071
(213) 687-5070
January 10, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following: / /
Check the following box if a fee is being paid with this Statement:
/ /
Page 1 of 16 pages
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CUSIP NO. 922602107 SCHEDULE 13D
- ------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TENET HEALTHCARE CORPORATION 95-2557091
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)/ /
(b)/X /
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/X /
- ------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
- ------------------------------------------------------------------------------
: (7) SOLE VOTING POWER
:
: 8,301,067
:-------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:-------------------------------
: (9) SOLE DISPOSITIVE
:
: 8,301,067
:-------------------------------
:(10) SHARED DISPOSITIVE
:
: 0
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,301,067
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.8%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 16 pages
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CUSIP NO. 922602107 SCHEDULE 13D
- ------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NME PROPERTIES CORP. 62-0725891
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)/ /
(b)/X /
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/ /
- ------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
- ------------------------------------------------------------------------------
: (7) SOLE VOTING POWER
:
: 8,301,067
:-------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:-------------------------------
: (9) SOLE DISPOSITIVE
:
: 8,301,067
:-------------------------------
:(10) SHARED DISPOSITIVE
:
: 0
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,301,067
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.8%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 16 pages
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CUSIP NO. 922602107 SCHEDULE 13D
- ------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NME PROPERTY HOLDING CO., INC. 91-1172506
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)/ /
(b)/X /
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/ /
- ------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
: (7) SOLE VOTING POWER
:
: 5,610,187
:-------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:-------------------------------
: (9) SOLE DISPOSITIVE
:
: 5,610,187
:-------------------------------
:(10) SHARED DISPOSITIVE
:
: 0
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,610,187
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.0%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 16 pages
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CUSIP NO. 922602107 SCHEDULE 13D
- ------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NME PROPERTIES, INC. 91-0628039
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)/ /
(b)/X /
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/ /
- ------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
: (7) SOLE VOTING POWER
:
: 2,690,880
:-------------------------------
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:-------------------------------
: (9) SOLE DISPOSITIVE
:
: 2,690,880
:-------------------------------
:(10) SHARED DISPOSITIVE
:
: 0
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,690,880
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* / /
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.8%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 16 pages
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This Amendment No. 2 (the "Amendment No. 2") amends and supplements
the Statement on Schedule 13D, dated October 2, 1995 (the "Schedule 13D"),
as amended and supplemented by Amendment No. 1 (the "Amendment No. 1"), dated
October 17, 1995, relating to the common stock, par value $.25 per share (the
"Common Stock"), issued by Vencor, Inc., a Delaware corporation (the
"Company"), and is being filed pursuant to Rule 13d-2 under the Securities
Exchange Act of 1934, as amended (the "Act").
Unless otherwise indicated, each capitalized term used but not
otherwise defined herein shall have the meaning assigned to such term in the
Schedule 13D. The information set forth in the Exhibits hereto is hereby
expressly incorporated herein by reference and the responses to each item of
this Amendment No. 2 to the Schedule 13D are qualified in their entirety by
the provisions of such exhibits.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 2 to the Schedule 13D is being filed by Tenet
Healthcare Corporation, a Nevada corporation ("Tenet"); NME Properties Corp.,
a Tennessee corporation ("PropCorp"); NME Property Holding Co., Inc., a
Delaware corporation ("PropHold"); and NME Properties, Inc., a Delaware
corporation ("PropInc") (collectively, the "Reporting Persons").
The principal business of Tenet is the operation of general
hospitals. The principal business of PropCorp is the ownership and management
of investments in the healthcare industry. Tenet owns all of the
outstanding stock of PropCorp. The principal business of each of PropHold and
PropInc is the ownership and management of investments in the healthcare
industry. PropCorp owns all of the outstanding stock of PropInc and PropHold.
The address of the principal business and the principal office of
each of Tenet, PropCorp, PropHold and PropInc is 2700 Colorado Avenue, Santa
Monica, California 90404.
Page 6 of 16 pages
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The name, business address, citizenship, present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which each such employment is conducted,
of each executive officer and director of Tenet, PropCorp and PropInc were
set forth on the Schedule 13D.
The name, business address, citizenship, present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which each such employment is conducted,
of each executive officer and director of PropHold are set forth on Schedule
D, attached hereto.
Except as set forth in Item 2 of the Schedule 13D, during the past
five (5) years neither PropHold nor any other person or entity controlling
such person, nor, to the best of its knowledge, any of the other persons
listed on Schedule D attached hereto, has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to United States federal or state
securities laws or finding any violation with respect to such laws.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
On December 26, 1995, in connection with the offering of the Notes
of Tenet, the PropCorp Shares were transferred to PropHold.
As of January 1, 1996, as a result of two issues of convertible
debentures of Vencor being converted into an additional 7,259,000 shares of
Vencor Common Stock, the ownership interest in Vencor, on an aggregate basis
for Tenet, PropCorp, PropHold and PropInc., has fallen to approximately 11.8%
of the outstanding shares of Common Stock.
As a result of the foregoing, PropInc may be deemed to be the
beneficial owner of the 2,690,880 shares of Common Stock owned by it (the
"PropInc Shares"), or approximately 3.8% of the shares of Common Stock out-
Page 7 of 16 pages
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standing. PropInc has the sole power to vote and the sole power to dispose of
the PropInc Shares.
PropHold may be deemed to be the beneficial owner of the 5,610,187
shares of Common Stock owned by it (the "PropHold Shares"), or approximately
8.0% of the shares of Common Stock outstanding. PropHold has the sole power
to vote and the sole power to dispose of the PropHold Shares.
PropCorp, as the sole shareholder of PropInc and PropHold, may be
deemed, for purposes of Rule 13d-3 under the Act, to beneficially own
indirectly the PropInc Shares and PropHold Shares, for an aggregate of
8,301,067 shares of Common Stock, or approximately 11.8% of the shares of
Common Stock outstanding.
Tenet, as the sole stockholder of PropCorp, may be deemed, for
purposes of Rule 13d-3 under the Act, to beneficially own indirectly the
PropInc Shares and the PropHold Shares, for an aggregate of 8,301,067 shares
of Common Stock, or approximately 11.8% of the shares of Common Stock
outstanding.
The Reporting Persons, in the aggregate, may be deemed to
beneficially own 8,301,067 shares of Common Stock, or approximately 11.8% of
the shares of Common Stock outstanding. The percentage of shares of Common
Stock outstanding reported as beneficially owned herein is based upon
70,222,330 shares of Common Stock outstanding as of November 30, 1995 (which
includes the conversion referred to above).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 is amended and supplemented as follows:
Also in connection with the offering of the Notes by Tenet, Tenet,
PropInc and PropHold entered into the Escrow Agreement among each of them and
The Bank of New York (the "Bank") whereby all of the PropInc Shares and
PropHold Shares were placed in escrow with the Bank along with executed blank
assignment forms. This escrow arrangement was contemplated by the terms of
the Indenture, dated as of January 10, 1996, between Tenet and the
Page 8 of 16 pages
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Bank, as trustee, relating to the Notes and the exchange rights associated
with such Notes.
The Notes are exchangeable at the option of the holder for shares of
Common Stock, at any time on or after November 6, 1997, and prior to
maturity, unless previously redeemed, at an exchange rate of 25.9403 shares
per $1,000 principal amount of Notes, subject to adjustment in certain events
and subject to Tenet's right to pay an amount in cash equal to the market
price of Common Stock for which such Notes are exchangeable in lieu of
delivery of such shares. The Notes will be exchangeable prior to November 6,
1997, only in the event of a merger, consolidation or liquidation of Vencor
pursuant to which the shares of Common Stock held by the escrow agent are
converted into or exchanged for cash or other securities registered under the
Securities Act of 1933, as amended.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 7 Joint Filing Agreement
Exhibit 8 The Indenture, dated as of January 10, 1996, between Tenet and
The Bank of New York, as trustee, relating to the offering of
the 6% Exchangeable Subordinated Notes due 2005 (Incorporated
by reference to Exhibit 4.1 to Tenet's Quarterly Report on
Form 10-Q, dated January 16, 1996).
Exhibit 9 The Escrow Agreement, dated as of January 10, 1996, among
Tenet, NME Properties, Inc., NME Property Holding Co., Inc.
and The Bank of New York, as escrow agent, relating to the
offering of the 6% Exchangeable Subordinated Notes due 2005
(Incorporated by reference to Exhibit 4.2 to Tenet's Quarterly
Report on Form 10-Q, dated January 16, 1996).
Page 9 of 16 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: January 18, 1996
TENET HEALTHCARE CORPORATION
By: /s/ Scott M. Brown
--------------------------
Scott M. Brown
Senior Vice President and
Secretary
Page 10 of 16 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: January 18, 1996
NME PROPERTIES CORP.
By: /s/ Scott M. Brown
---------------------------
Scott M. Brown
Senior Vice President and
Secretary
Page 11 of 16 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: January 18, 1996
NME PROPERTY HOLDING CO., INC.
By: /s/ Scott M. Brown
---------------------------
Scott M. Brown
Senior Vice President and
Secretary
Page 12 of 16 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: January 18, 1996
NME PROPERTIES, INC.
By: /s/ Scott M. Brown
--------------------------
Scott M. Brown
Senior Vice President and
Secretary
Page 13 of 16 pages
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SCHEDULE D
Executive Officers and Directors
of
NME Property Holding Co., Inc.
The names of the Directors and the names and titles of the Executive
Officers of NME Property Holding Co., Inc. and their business addresses and
principal occupations are set forth below. Unless otherwise indicated, each
individual's business address is that of NME Property Holding Co., Inc. at
2700 Colorado Avenue, Santa Monica, California 90404, each occupation set
forth opposite an individual's name refers to NME Property Holding Co., Inc.
and each individual is a United States citizen.
PRESENT PRINCIPAL
NAME, BUSINESS ADDRESS OCCUPATION
- ---------------------- ------------------
Michael H. Focht, Sr. President; President of Tenet
Healthcare Corporation ("Tenet")
Terence P. McMullen Vice President and Treasurer;
Vice President and Assistant
Treasurer of Tenet
Scott M. Brown* Senior Vice President and
Secretary; Senior Vice
President, General Counsel
and Secretary of Tenet
- --------------------------------------------
* Director
Page 14 of 16 pages
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- --------
Exhibit 7 Joint Filing Agreement
Exhibit 8 The Indenture, dated as of January 10, 1996,
between Tenet Healthcare Corporation and The
Bank of New York, as trustee, relating to the
offering of the 6% Exchangeable Subordinated
Notes due 2005 (Incorporated by reference to
Exhibit 4.1 to Tenet's Quarterly Report on
Form 10-Q, dated January 16, 1996).
Exhibit 9 The Escrow Agreement, dated as of January 10, 1996,
among Tenet Healthcare Corporation, NME Properties, Inc.,
NME Property Holding Co., Inc. and The Bank of New York,
as escrow agent, relating to the offering of the 6%
Exchangeable Subordinated Notes due 2005 (Incorporated
by reference to Exhibit 4.2 to Tenet's Quarterly Report
on Form 10-Q, dated January 16, 1996).
Page 15 of 16 pages
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EXHIBIT 7
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended, each of the persons named below agrees to the joint
filing on behalf of each of them of a Statement on Schedule 13D (including
amendments thereto) with respect to the common stock, par value $.25 per
share, of Vencor, Inc., a Delaware corporation, and further agrees that this
Joint Filing Agreement be included as an exhibit to such filings provided
that, as contemplated by Section 13d-1(f)(l)(ii), no person shall be
responsible for the completeness or accuracy of the information concerning
the other persons making the filing, unless such person knows or has reason
to believe that such information is inaccurate. This Joint Filing Agreement
may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.
Date: January 18, 1996
TENET HEALTHCARE NME PROPERTIES CORP.
CORPORATION
By: /s/ Scott M. Brown By: /s/ Scott M. Brown
---------------------------- -----------------------------
Scott M. Brown Scott M. Brown
Senior Vice President Senior Vice President
and Secretary and Secretary
NME PROPERTY HOLDING NME PROPERTIES, INC.
CO., INC.
By: /s/ Scott M. Brown By: /s/ Scott M. Brown
---------------------------- -----------------------------
Scott M. Brown Scott M. Brown
Senior Vice President Senior Vice President
and Secretary and Secretary
Page 16 of 16 pages
