<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
---------
Vencor, Inc.
--------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.25 per share
--------------------------------------------------------
(Title of Class of Securities)
92 260 R 102
--------------------------------------------------------
(CUSIP Number)
Scott M. Brown, Esq., Tenet Healthcare Corporation
3820 State Street, Santa Barbara, CA 93105 805/563-7106
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 27, 1998
--------------------------------------------------------
(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
box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 17 Pages
<PAGE>
CUSIP No. 92 260 R 10 2 13D Page 2 of 17 Pages
------------- --- ---
- -------------------------------------------------------------------------------
(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 (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
00
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) /X/
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Nevada
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
--------------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 92 260 R 10 2 13D Page 3 of 17 Pages
------------- --- ---
- -------------------------------------------------------------------------------
(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 (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
00
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Tennessee
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
--------------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 92 260 R 10 2 13D Page 4 of 17 Pages
------------- --- ---
- -------------------------------------------------------------------------------
(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 (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
00
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
--------------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 92 260 R 10 2 13D Page 5 of 17 Pages
------------- --- ---
- -------------------------------------------------------------------------------
(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 (a) / /
of a Group* (b) /X/
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
00
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0
--------------------------------------------------
(9) Sole Dispositive Power
0
--------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement on Amendment No. 1 to Schedule 13D (the
"Schedule 13D-A1") relates to shares of common stock, par value $.25 per
share (the "Common Stock") of Vencor, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at
3300 Aegon Center, 400 West Market Street, Louisville, Kentucky 40202.
The information set forth in the Exhibits hereto is expressly
incorporated herein by reference and the responses to each item of this Schedule
13D-A1 are qualified in their entirety by the provisions of such exhibits.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D-A1 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 3820 State Street, Santa Barbara, CA
93105.
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, PropHold and PropInc are set
forth on Schedules A, B, C, and D, respectively, attached hereto.
Except as set forth in the following two paragraphs, during the past
five (5) years, Tenet has not (a) been convicted in a criminal proceeding, or
(b) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding been subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Page 6 of 17 pages
<PAGE>
Various government agencies have conducted investigations concerning
whether Tenet and certain of its subsidiaries engaged in improper practices. As
a result of negotiations between Tenet and the Civil and Criminal Divisions of
the Department of Justice ("DOJ") and the Department of Health and Human
Services ("HHS"), Tenet entered into various agreements on June 29, 1994, which
brought to a close all open healthcare investigations of Tenet, its subsidiaries
and its facilities by the federal government and its agencies. As a result of
those agreements, on July 12, 1994, the United States District Court for the
District of Columbia accepted a plea by a subsidiary operating Tenet's
psychiatric hospitals for violations relating to the payment of remuneration to
induce referrals and a conspiracy to make such payments. In addition, Tenet
agreed to pay $362.7 million to the federal government. The Court also accepted
a plea agreement relating to a single general hospital and activities that
occurred while an individual convicted of defrauding the hospital was its chief
executive, pursuant to which another subsidiary pleaded guilty to making illegal
payments concerning programs receiving federal funds.
On July 12, 1994, Tenet, without admitting or denying liability,
consented to the entry, by the United States District Court for the District of
Columbia, of a civil injunctive order in response to a complaint by the
Securities and Exchange Commission. The complaint alleged that Tenet failed to
comply with anti-fraud and recordkeeping requirements of the federal securities
laws concerning the manner in which Tenet recorded the revenues from the
activities that were the subject of the federal government settlement relating
to the psychiatric operations referred to above. In the order, Tenet is
directed to comply with such requirements of the federal securities laws. In
October 1994, Tenet also agreed with 26 states and the District of Columbia to
pay an additional $16.3 million to settle potential claims arising from matters
involved in the federal investigations. The 26 states and the District of
Columbia are all of the areas in which Tenet's subsidiaries operated psychiatric
facilities.
One component of Tenet's settlement with the federal agencies is the
adoption of a corporate compliance program under which Tenet agreed, among other
things, to: complete the disposition of its psychiatric division facilities
(with the exception of four campus psychiatric facilities) no later than
November 30, 1995; not own or operate other psychiatric facilities (defined for
the purposes of the agreement to include residential treatment centers and
substance abuse facilities) for five years from the date of completion of the
disposition of its psychiatric facilities; and divest any psychiatric facilities
acquired incidental to a corporate transaction within 180 days of such
acquisition. In addition, Tenet has agreed to implement certain oversight
procedures and to continue its ethics training program and ethics telephone
hotline. Should the oversight procedures or hotline reveal, after investigation
by Tenet, credible evidence of violations of criminal, or potential material
violations of civil, laws, rules or regulations concerning federally funded
programs, Tenet is required to report any such violation to the DOJ and HHS.
Page 7 of 17 pages
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
N/A
ITEM 4. PURPOSE OF TRANSACTION
On May 1, 1998, Vencor, Inc., a Delaware corporation (the "Old
Vencor"), allocated to the Company, its wholly-owned subsidiary, certain of
its assets and liabilities relating to its historical operations in a
reorganization (the "Reorganization"). Concurrently, Old Vencor changed its
name to Ventas, Inc. Under the terms of the Agreement and Plan of
Reorganization (the "Reorganization Plan") between Old Vencor and the
Company, Old Vencor distributed as a dividend to the holders of its Common
Stock all of the outstanding shares of the Company on the basis of one share
of Company Common Stock for each share of Old Vencor Common Stock.
Immediately prior to May 1, 1998, Tenet was the beneficial owner of 8,301,067
shares of Common Stock of Old Vencor. As a result of the foregoing
reorganization, effective May 1, 1998, Tenet became the beneficial owner of
8,301,067 shares of Common Stock of the Company.
Old Vencor has operated as one of the largest providers of long-term
healthcare services in the United States. Old Vencor's Board of Directors
determined that the separation of Old Vencor's assets and liabilities relating
to the operation of its historical business from Old Vencor, and Old Vencor's
ongoing operation as a self-administered, self managed realty company (and as a
REIT upon election of REIT status on January 1, 1999) (the "Reorganization")
would benefit Old Vencor's stockholders. The stockholders approved the
Reorganization at Old Vencor's Annual Meeting on April 27, 1998.
In January, 1996, Tenet issued its 6% Exchangeable Subordinated
Notes due 2005 (the "Notes"), which are exchangeable into its shares of
Ventas, Inc. Those shares are held by an escrow agent. The escrow agent also
held Tenet's shares of the Company pursuant to the terms of an escrow
agreement. The indenture underlying the Notes (the "Indenture") requires Tenet
to retain the Ventas shares. It also directs the escrow agent to sell the
Company shares for cash and hold the cash in escrow for delivery upon
exchange of the Notes.
Effective May 27, 1998, Tenet completed the sale of its 8,301,067
shares of Common Stock of the Company, generating average net proceeds of
$9.2275 per share, having sold such shares in accordance with the terms of
the Indenture and in compliance with the volume and other restrictions of
Rule 144 of the Securities Act of 1933.
Page 8 of 17 pages
<PAGE>
Except as described in this Item 4, Tenet has no present specific
plans or proposals that relate to or would result in any of the following: (1)
the acquisition by any person of additional securities of the Company or the
disposition of securities of the Company; (2) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
issuer or any of its subsidiaries; (3) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (4) any change in the
present board of directors or management of the Company, including any plans or
proposals to change the number or term of directors of to fill any existing
vacancies on the board of directors; (5) any material change in the present
capitalization or dividend policy of the Company; (6) any other material change
in the Company's business or corporate structure; (7) changes in the Company's
Certificate of Incorporation, Bylaws or other instruments corresponding thereto
or other actions that may impede the acquisition of control of the Company by
any person; (8) causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(9) a class of equity securities of the issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (10) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
None of Tenet, PropInc, PropHold or PropCorp beneficially own any
shares of Common Stock of the Company.
During the 60 days preceding the filing of this Schedule 13D, the
reporting parties effected the following transactions in the Common Stock of
the Company, using the services of a registered broker-dealer.
Sales of Company Common Stock by PropInc:
- ----------------------------------------
<TABLE>
<CAPTION>
DATE SHARES SOLD PRICE
<S> <C> <C>
05/18/1998 1,600 11.8125
05/19/1998 50,000 11.875
100,000 11.875
6,600 12
10,000 11.9375
10,000 11.9375
05/20/1998 7,400 12
35,000 11.875
3,100 11.875
8,400 11.6875
4,500 11.5625
5,000 11.5
4,700 11.4375
165,000 11
40,000 11.125
16,900 11.125
1,000 11.25
20,000 11.1875
79,000 11.1875
05/21/1998 3,500 11.1875
8,000 11.125
5,900 11.0625
1,500 11.0625
1,000 11.125
500 11
6,600 11.125
5,900 11.0625
3,000 11.125
4,100 11
10,000 11.0625
15,088 10.9375
21,400 10.9375
10,000 10.9375
05/22/1998 3,000 10.75
2,000 10.6875
5,000 10.625
05/26/1998 100,000 10
150,000 10
50,096 9.875
79,400 9.875
107,000 9.9375
50,000 10
23,000 10.125
20,000 9.75
1,000 9.875
15,000 9.6875
50,000 9.625
2,500 9.625
5,000 10.125
1,000 9.6875
10,000 9.625
215,500 9.5
05/27/1998 1,136,696 9
Sales of Company Common Stock by PropHold:
- ------------------------------------------
05/27/1998 5,610,187 9
</TABLE>
No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities identified in this Item 5.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
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 Bank, as trustee, relating to the
Notes and the exchange rights associated with such Notes.
Prior to the Reorganization, the Notes were exchangeable at the
option of the holder for shares of Old Vencor 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 of Old Vencor Common Stock per $1,000
principal amount of Notes, which was equivalent to an exchange price of
$38.55 per Old Vencor share, subject to adjustment in certain events and
subject to Tenet's right to pay an amount in cash equal to the market price
of Old Vencor Common Stock for which such Notes are exchangeable in lieu of
delivery of such shares. Following the sale of all of Tenet's shares of
Company Common Stock, each $1,000 principal amount of Notes is exchangeable
into 25.9403 shares of Ventas, Inc. Common Stock and $239.36 in cash, a cash
amount equal to the average net proceeds ($9.2275 per share) from the sale of
the Company Common Stock multiplied by 25.9403 shares.
Page 9 of 17 pages
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement
Exhibit 2 Press Release of Tenet dated May 27, 1998 entitled "Tenet
Healthcare Completes Sale of Vencor Shares; Clarifies Terms
of 6% Exchangeable Subordinated Notes Due 2005"
Page 10 of 17 pages
<PAGE>
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: May 27, 1998
TENET HEALTHCARE CORPORATION
By: /s/ SCOTT M. BROWN
-------------------------------
Scott M. Brown
Senior Vice President and Secretary
Page 11 of 17 pages
<PAGE>
SCHEDULE A
Executive Officers and Directors
of
Tenet Healthcare Corporation
The names of the Directors and the names and titles of the Executive
Officers of Tenet Healthcare Corporation ("Tenet") and their business addresses
and principal occupations are set forth below. Unless otherwise indicated, each
individual's business address is that of Tenet at 3820 State Street, Santa
Barbara, California 93105, each occupation set forth opposite an individual's
name refers to Tenet and each individual is a United States citizen.
<TABLE>
<CAPTION>
Present Principal
Name, Business Address Occupation
- ----------------------- ----------------------------------
<S> <C>
Jeffrey C. Barbakow* Chairman of the Board and Chief
Executive Officer
Michael H. Focht, Sr.* President and Chief Operating
Officer
Trevor Fetter Executive Vice President and
Chief Financial Officer
Scott M. Brown Senior Vice President, General
Counsel and Secretary
Raymond L. Mathiasen Senior Vice President and Chief
Financial Officer
Bernice B. Bratter* President, Los Angeles Women's
6030 Wilshire Boulevard Foundation
Suite 3093
Los Angeles, CA 90036
Sanford Cloud Jr. President & CEO,
The National Conference The National Conference
71 Fifth Avenue for Community and Justice
New York, N.Y. 10003
Maurice J. DeWald* Chairman, Verity Financial Group, Inc.
19200 Von Karman Avenue
Suite 400
Irving, CA 92715-1541
Edward Egbert, M.D.* Retired Physician
Page 12 of 17 pages
<PAGE>
Raymond A. Hay* Chairman, Aberdeen Associates
P. O. Box 190303
Dallas, TX 75219-0303
Lester B. Korn* Chairman, Korn Tuttle Capital Group
1800 Century Park East
Suite 210
Los Angeles, CA 90067-1503
Richard S. Schweiker* Retired President, American Council
of Life Insurance
</TABLE>
- ------------------
* Director
Page 13 of 17 pages
<PAGE>
SCHEDULE B
Executive Officers and Directors
of
NME Properties Corp.
The names of the Directors and the names and titles of the Executive
Officers of NME Properties Corp., a Tennessee corporation, and their business
addresses and principal occupations are set forth below. Unless otherwise
indicated, each individual's business address is that of NME Properties Corp. at
3820 State Street, Santa Barbara, California 93105, each occupation set forth
opposite an individual's name refers to NME Properties Corp. and each individual
is a United States citizen.
<TABLE>
<CAPTION>
Present Principal
Name, Business Address Occupation
- ----------------------- ---------------------------------
<S> <C>
Michael H. Focht, Sr. President; President of Tenet
Healthcare Corporation ("Tenet")
Terence P. McMullen Vice President and Treasurer;
Vice President and Treasurer
of Tenet
Scott M. Brown* Senior Vice President and Secretary;
Senior Vice President,
General Counsel and
Secretary of Tenet
</TABLE>
- -------------------
* Director
Page 14 of 17 pages
<PAGE>
SCHEDULE C
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 3820
State Street, Santa Barbara, California 93105, each occupation set forth
opposite an individual's name refers to NME Property Holding Co., Inc. and each
individual is a United States citizen.
<TABLE>
<CAPTION>
Present Principal
Name, Business Address Occupation
- ------------------------ ----------------------------------
<S> <C>
Michael H. Focht, Sr. President; President of Tenet
Healthcare Corporation ("Tenet")
Terence P. McMullen Vice President and Treasurer;
Vice President and Treasurer
of Tenet
Scott M. Brown* Senior Vice President and Secretary;
Senior Vice President,
General Counsel and
Secretary of Tenet
</TABLE>
- --------------------
* Director
Page 15 of 17 pages
<PAGE>
SCHEDULE D
Executive Officers and Directors
of
NME Properties, Inc.
The names of the Directors and the names and titles of the Executive
Officers of NME Properties, Inc. and their business addresses and principal
occupations are set forth below. Unless otherwise indicated, each individual's
business address is that of NME Properties, Inc. at 3820 State Street, Santa
Barbara, California 93105, each occupation set forth opposite an individual's
name refers to NME Properties, Inc. and each individual is a United States
citizen.
<TABLE>
<CAPTION>
Present Principal
Name, Business Address Occupation
- ------------------------- -------------------------------
<S> <C>
Michael H. Focht, Sr. President; President of Tenet
Healthcare Corporation ("Tenet")
Terence P. McMullen Vice President and Treasurer;
Vice President and Treasurer
of Tenet
Scott M. Brown* Senior Vice President and Secretary;
Senior Vice President,
General Counsel and
Secretary of Tenet
</TABLE>
- --------------------
* Director
Page 16 of 17 pages
<PAGE>
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement
Exhibit 2 Press Release of Tenet dated May 27, 1998 entitled "Tenet
Healthcare Completes Sale of Vencor Shares; Clarifies Terms
of 6% Exchangeable Subordinated Notes Due 2005"
Page 17 of 17 pages
<PAGE>
EXHIBIT 1
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) (1) (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: May 5, 1998
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 CO., INC. NME PROPERTIES, 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>
[logo] NEWS RELEASE
TENET HEALTHCARE CORPORATION
HEADQUARTERS OFFICE
3820 STATE STREET
SANTA BARBARA, CA 93105
TEL (805) 563-6855 INVESTOR CONTACT: PAUL RUSSELL (805) 563-7188
FAX (805) 563-6871 MEDIA CONTACT: LANCE IGNON (805) 563-6975
HTTP://WWW.TENETHEALTH.COM
TENET HEALTHCARE COMPLETES SALE OF VENCOR SHARES;
CLARIFIES TERMS OF 6% EXCHANGEABLE SUBORDINATED NOTES DUE 2005
SANTA BARBARA, CALIF. - MAY 27, 1998 - Tenet Healthcare Corporation
(NYSE: THC) today completed the sale of its shares of Vencor, Inc. (NYSE: VC)
and released the following information concerning its 6% Exchangeable
Subordinated Notes due 2005.
Tenet sold its entire holdings of 8,301,067 Vencor shares primarily to
institutions, generating net proceeds of $76,598,434.11. The average net
proceeds per Vencor share were $9.2275. Accordingly, each $1,000 principal
amount of Notes is exchangeable into 25.9403 shares of Ventas, Inc. common
stock (NYSE: VTR) and $239.36 in cash. The cash distribution is determined by
multiplying the average net proceeds of $9.2275 by 25.9403 shares.
The sale of the shares was completed this morning in accordance with the
indenture governing the Notes and in compliance with the volume and other
restrictions of Rule 144 of the Securities Act of 1933. Tenet had announced
on May 6 its intent to sell the shares in this manner, following Vencor's May 1
reorganization.
Based in Santa Barbara, Calif., Tenet Healthcare through its
subsidiaries owns and operates 123 acute care hospitals and related
healthcare services from coast to coast. The company employs 112,500 people
serving communities in 18 states. Tenet's name reflects its core business
philosophy: the importance of shared values among partners - including
employees, physicians, insurers and communities - providing a full spectrum
of quality healthcare. Tenet can be found on the World Wide Web at
www.tenethealth.com.
###
