<PAGE> 1
Registration No. 33-62337
Filed Pursuant to Rule 424(b)(1)
PROSPECTUS
VENCOR, INC.
439,157 SHARES OF
COMMON STOCK
This Prospectus covers a maximum of 439,157 shares of common stock, par
value $.25 per share ("Common Stock") of Vencor, Inc. (the "Company") to be
sold by Fred J. Morgan (the "Selling Stockholder"). The Selling Stockholder may
from time to time sell all or part of the shares covered by this Prospectus at
prices then prevailing in the market or at negotiated prices. See "Plan of
Distribution." Customary brokerage commissions or commissions in an amount to
be negotiated from time to time may be paid by the Selling Stockholder. The
Company will not receive any proceeds from the sales of shares by the Selling
Stockholder.
The Selling Stockholder acquired the shares offered hereby in a private
transaction exempt from registration under the Securities Act of 1933, as
amended ("Securities Act"). See "Identity of Selling Stockholder." Upon any
sale of the shares offered hereby, the Selling Stockholder, brokers executing
sales orders on behalf of the Selling Stockholder and dealers to whom the
shares may be sold, may, under certain circumstances, be considered
"underwriters" within the meaning of Section 2(11) of the Securities Act.
On September 6, 1995, the closing price of a share of Common Stock on the
NYSE -- Composite Transactions was $30.875.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
---------------------
The date of this Prospectus is September 7, 1995
-1-
<PAGE> 2
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission located at Judiciary
Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Regional Offices of the Commission at 7 World Trade Center, 13th Floor, New
York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60601. Copies of such materials may also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.
The Common Stock of the Company is listed on the New York Stock Exchange
("NYSE") and reports, proxy statements and other information concerning the
Company can be inspected at the offices of the NYSE, 20 Broad Street, New York,
NY 10005. This Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits and schedules thereto that the Company
has filed with the Commission under the Securities Act, to which reference is
hereby made.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS
NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS; ANY
INFORMATION OR REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE
HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR
THE SELLING STOCKHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED
HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
In accordance with the requirements of the Exchange Act, certain reports
and other information are filed by the Company periodically with the
Commission. The following documents filed with the Commission are incorporated
in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K and Form 10-K/A for the year
ended December 31, 1994;
2. The portions of the Company's Proxy Statement for the Annual Meeting
of Stockholders held on May 9, 1995 that have been incorporated by
reference in the Company's 1994 Annual Report on Form 10-K;
3. The Company's Quarterly Report on Form 10-Q and Form 10-Q/A, and Form
10-Q, for the quarters ended March 31, 1995 and June 30, 1995,
respectively;
4. The Company's Current Reports on Form 8-K filed April 24, 1995, May 5,
1995; August 11, 1995 and September 1, 1995;
-2-
<PAGE> 3
5. The following portions of the Company's Prospectus/Proxy Statement
dated August 11, 1995, which are included in a Registration Statement
on Form S-4 (Reg. No. 33-59345) filed with the Commission: (a) "Risk
Factors"; (b) "Operations and Management After the Merger--Post-Merger
Capitalization, Directors After the Merger, Executive Officers After
the Merger, Post-Merger Dividend Policy"; (c) "The Merger--Terms of
the Merger, Employee Benefits, Indemnification and Insurance,
Conditions, Termination, Certain Termination Fees, Accounting
Treatment, Resale of Vencor Capital Stock, Hillhaven Litigation,
Interests of Certain Persons in the Transactions, Proposed Amendments
to Vencor's Certificate of Incorporation"; (d) "Amendment to the
Vencor Certificate of Incorporation"; and (e) "Amendment to Vencor's
1987 Incentive Compensation Program."
6. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission
on January 22, 1992; and
7. The description of the Company's Preferred Stock Purchase Rights
contained in the Company's Registration Statement on Form 8-A and Form
8-A/A filed with the Commission on July 21, 1993 and August 11, 1995,
respectively.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the termination of
the offering of the Common Stock shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
or in any other subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed to constitute a
part hereof, except as modified or superseded.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy (without
exhibits) of any of the documents incorporated by reference herein. Requests
should be directed to Jill L. Force, Secretary, Vencor, Inc., 3300 Providian
Center, 400 West Market Street, Louisville, Kentucky 40202, telephone number
(502) 569-7300.
THE COMPANY
The Company operates a network of healthcare services for patients who
suffer from cardiopulmonary disorders. The foundation of the Company's network
is a nationwide chain of long-term intensive care hospitals. The Company's
hospitals treat medically complex, chronically ill patients who generally are
dependent upon ventilators or other life-support devices. The Company's Vencare
contract services division provides respiratory therapy and subacute services
to lower acuity patients at nursing centers and hospitals owned by third
parties. Through its subsidiary, Ventech Systems, Inc., the Company is
developing ProTouch(TM), a comprehensive paperless clinical information system
designed to increase the operating efficiencies of the Company's hospitals as
well as other healthcare facilities.
Since its inception in 1985, the Company has created what it believes to be
the nation's largest network of long-term intensive care hospitals. As of
August 7, 1995, the Company owned, leased or managed 34 intensive care
hospitals, one general acute care hospital and one long-term hospital unit
located in 17 states with a total of 3,214 licensed beds. As of August 7, 1995,
the Company's Vencare
-3-
<PAGE> 4
division had contracts to provide respiratory care services and supplies to
approximately 1,200 nursing centers and subacute care services to 34 nursing
centers and hospitals located in 34 states.
The Company was incorporated in Kentucky in 1983 and commenced operations
in 1985. It was reorganized as a Delaware corporation in 1987. Its principal
executive offices are located at 3300 Providian Center, Louisville, Kentucky
40202, and its telephone number is (502) 569-7300.
RECENT DEVELOPMENTS
The Company has entered into an agreement with The Hillhaven Corporation, a
Nevada corporation ("Hillhaven"), dated as of April 23, 1995 and amended and
restated as of July 31, 1995 (the "Merger Agreement"), pursuant to which
Hillhaven will merge (the "Merger") into the Company. The Merger is subject to
various conditions, including approval of the stockholders of both companies.
The following summarizes the Merger and sets forth certain other related
information.
TERMS OF THE MERGER
The Company anticipates that under the terms of the Merger, each outstanding
share of Hillhaven common stock, par value $.75 per share ("Hillhaven Common
Stock"), will be converted into a fraction of a share of Common Stock (the
"Conversion Number") determined by dividing $32.25 by the average closing price
on the NYSE of Common Stock (as reported in the NYSE Composite Transactions
reporting system as published in The Wall Street Journal or, if not published
therein, in another authoritative source) for the ten consecutive trading days
ending with the second trading day immediately preceding the time the Merger
becomes effective ("Vencor Average Price"); provided, that the Conversion
Number will not be less than 0.768 nor more than 0.977, except that pursuant to
the Merger Agreement, if the product of the Vencor Average Price times the
Conversion Number is less than $31.00 per share, Hillhaven may terminate the
Merger Agreement unless the Company advises Hillhaven that the Conversion
Number will be determined by dividing $31.00 by the Vencor Average Price
without regard to any maximum imposed on the Conversion Number. In addition,
each outstanding share of Hillhaven's Series C and D preferred stock, each
having a par value of $.15 per share (collectively, "Hillhaven Preferred
Stock") will be converted in the Merger into the right to receive $900 in cash,
plus accrued and unpaid dividends. After the Merger, holders of Hillhaven
Common Stock immediately prior to the Merger will own between approximately 49%
and 55% of the Common Stock of the Company on a primary basis.
The Merger is intended to qualify as a pooling of interests for accounting
purposes and as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended, for federal income tax purposes. The
Merger is subject to a number of conditions, including the receipt of
stockholder approvals. The Company and Hillhaven furnished to their
stockholders a Prospectus/Joint Proxy Statement dated August 11, 1995 (the
"Prospectus/Proxy Statement"), describing the Merger and related transactions,
and covering the Common Stock to be issued in the Merger. The special meetings
for the Company's and Hillhaven's stockholders are both scheduled for September
27, 1995.
At the special meeting of the Company's stockholders, the Company's
stockholders will also consider and vote upon an amendment to the Company's
Certificate of Incorporation to increase the authorized number of shares of
Common Stock from 60,000,000 shares to 180,000,000. In addition, the Company's
stockholders will consider and vote upon an amendment to the Company's 1987
Incentive Compensation Program to increase the number of shares of Common Stock
that may be issued upon the exercise of
-4-
<PAGE> 5
stock options and pursuant to other stock and cash awards granted under the
program from 3,162,562 to 6,900,000 shares. The purpose of this amendment is
to ensure that there is a sufficient number of shares of Common Stock which may
be issued under the program following the Merger.
Detailed descriptions and information concerning the Merger and related
transactions are included in the Prospectus/Proxy Statement, portions of which
are incorporated herein by reference. See "Incorporation of Certain Documents
by Reference" at page 3 of this Prospectus. All statements and descriptions
contained in this Prospectus with respect to the Merger and related
transactions are qualified by the descriptions and information incorporated
herein by reference to the Prospectus/Proxy Statement.
DESCRIPTION OF HILLHAVEN
Hillhaven provides a wide range of diversified healthcare services,
including long-term care and subacute medical and rehabilitation services, such
as physical, occupational and speech therapies, wound care, oncology treatment,
brain injury care, stroke therapy and orthopedic therapy. Subacute medical and
rehabilitation services are offered at all of Hillhaven's nursing centers and
are the fastest growing components of Hillhaven's nursing center operations.
Hillhaven believes that it is also one of the largest providers of physical,
occupational and speech therapy programs in the United States. In addition, as
of August 7, 1995, Hillhaven provided long-term care to residents of
Hillhaven's nursing centers with Alzheimer's disease through 72 Alzheimer's
care units.
As of August 7, 1995, Hillhaven operated 311 nursing centers, 55 retail and
institutional pharmacies and 23 retirement housing communities (including the
operations of Nationwide (as defined below)). Based upon the number of beds in
service and net operating revenues, Hillhaven is the second-largest long-term
care provider in the United States and believes that it is one of the leading
providers of Alzheimer's care. The largest long-term care provider in the
United States operates over 800 nursing centers. Pharmacy operations are
conducted through Hillhaven's wholly owned subsidiary, Medisave Pharmacies,
Inc.
On June 30, 1995, Hillhaven consummated the transactions contemplated by
the Amended and Restated Agreement and Plan of Share Exchange and Agreement to
Assign Partnership Interests, executed on April 14, 1995, but dated as of
February 27, 1995 with Nationwide Care, Inc., an Indiana corporation
("Nationwide"), Phillippe Enterprises, Inc., an Indiana corporation ("PEI"),
and Meadowvale Skilled Nursing Care Center, Inc., an Indiana corporation
("Meadowvale"), and certain Nationwide affiliated partnerships, pursuant to
which the stockholders of Nationwide received an aggregate of 5,000,000 shares
of Hillhaven Common Stock (the "Nationwide Transaction"). The Nationwide
transaction is being accounted for as a pooling of interests.
IDENTITY OF SELLING STOCKHOLDER
The Selling Stockholder is Fred J. Morgan. The Selling Stockholder's
address is 161 Fashion Lane, Suite 216, Tustin, California 92680. Pursuant to
an Agreement for Exchange of Stock dated June 14,
-5-
<PAGE> 6
1995, between the Company and the Selling Stockholder, the Selling Stockholder
acquired 439,157 shares of Common Stock in exchange for all of the issued and
outstanding shares of Common Stock of Healthcare Respiratory Services, Inc.,
Healthcare Respiratory Therapy, Inc., Healthcare Rehabilitation and Respiratory
Supply Group, Inc. (collectively, the "Acquired Companies"). The Selling
Stockholder has held no position or office and has had no other material
relationship with the Company (or any of its predecessors or affiliates) within
the past three years. The Selling Stockholder owned 439,157 shares of Common
Stock prior to this offering, all of which are being offered hereby. After
completion of the offering, the Selling Stockholder will own no shares of
Common Stock.
PLAN OF DISTRIBUTION
The Selling Stockholder may dispose of up to 4,391 shares of Common Stock
offered hereby immediately upon this Registration Statement becoming effective.
The Selling Stockholder may not dispose of any additional shares of Common
Stock until such time as financial results covering at least 30 days of
combined operations of the Company and the Acquired Companies have been
published within the meaning of Section 201.01 of the Commission's Codification
of Financial Reporting Policies. The Company anticipates that these financial
results will be published on or about November 15, 1995.
The Selling Stockholder has advised the Company that sales of the shares
offered hereby will be effected from time to time in transactions (which may
include block transactions) on the NYSE, in the over-the-counter market, in
negotiated transactions or otherwise, at prices then prevailing or at
negotiated prices. The Selling Stockholder may effect such transactions by
selling the shares directly to purchasers or to or through broker-dealers which
may act as agents or principals. Such broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the Selling
Stockholder, from the purchasers of the shares for whom such broker-dealers may
act as agents or to whom they sell as principal, or both. The Selling
Stockholder and any persons who act as broker-dealers in connection with the
sale of the shares offered hereby might be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act and any commission received
by them, and any profit on the resale of the shares as principal may under
certain circumstances be deemed to be underwriting discounts and commissions
under the Securities Act.
The Selling Stockholder may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the shares
offered hereby against certain liabilities, including liabilities arising under
the Securities Act.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been passed
upon for the Company and the Selling Stockholder by Greenebaum Doll & McDonald
PLLC, Louisville, Kentucky. Mr. William C. Ballard Jr., a director of the
Company, is of counsel to Greenebaum Doll & McDonald PLLC and at August 1, 1995
beneficially owned 26,099 shares of Common Stock. In addition, at August 1,
1995, the attorneys with Greenebaum Doll & McDonald PLLC who participated in
the preparation of this Prospectus beneficially owned approximately 23,200
shares of Common Stock.
-6-
<PAGE> 7
EXPERTS
The consolidated financial statements of Vencor, Inc. appearing in
Vencor's Annual Report (Form 10-K/A) for the year ended December 31, 1994 have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report therein and incorporated herein by reference. Such financial statements
referred to above are incorporated herein by reference in reliance upon such
reports given the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Hillhaven as of May 31, 1995 and
1994 and for each of the years in the three-year period ended May 31, 1995 and
the supplemental consolidated financial statements as of May 31, 1995 and 1994
and for each of the years in the three-year period ended May 31, 1995,
have been incorporated by reference herein and in the Registration Statement in
reliance upon the reports of KPMG Peat Marwick LLP, independent certified
public accountants, incorporated by reference herein and upon their authority
as experts in accounting and auditing.
The reports of KPMG Peat Marwick LLP covering the May 31, 1995 consolidated
financial statements and supplemental consolidated financial statements refer
to a change in the methodology of providing income taxes by adopting Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes."
-7-
