SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 18, 1997
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VENCOR, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10989 61-1055020
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
3300 Providian Center, 400 West Market St., Louisville, Kentucky 40202
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (502) 596-7300
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Not Applicable
Item 2. Acquisition or Disposition of Assets
On March 18, 1997, Vencor, Inc. ("Vencor") completed its previously
announced tender offer (the "Tender Offer") for the shares of Common Stock, par
value $.001 per share (the "Shares") of TheraTx, Incorporated ("TheraTx").
Vencor acquired approximately 99% of the outstanding Shares through the Tender
Offer. Vencor obtained the funds required to purchase the outstanding Shares
through a five-year $1.6 billion senior secured credit facility provided by
Morgan Guaranty Trust Company of New York and NationsBank N.A. On March 21, 1997
Vencor's wholly owned subsidiary, Peach Acquisition Corp. ("Peach") a Delaware
corporation, merged with and into TheraTx pursuant to the Agreement and Plan of
Merger, dated as of February 9, 1997, among TheraTx, Vencor and Peach, as
amended by Amendment No. 1 thereto, dated as of February 28, 1997 (as amended,
the "Merger Agreement"). Pursuant to the Merger Agreement, all remaining
outstanding Shares (other than Shares owned by Vencor, Peach or any other
subsidiary of Vencor) were converted into the right to receive $17.10 in cash
per Share (subject to the right of holders who comply with applicable procedures
under the Delaware General Corporation Law to exercise their appraisal rights to
receive the "fair value" of their Shares) and TheraTx became a wholly owned
subsidiary of Vencor.
Items 3-6. Not Applicable
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(a) Financial Statements of Business Acquired
The financial statements of TheraTx required by this
Item will be filed by an amendment to this Report not
later than 60 days after the date hereof.
(b) Pro Forma Financial Information
The pro forma financial information required by this
Item will be filed by an amendment to this Report not
later than 60 days after the date hereof.
(c) Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of
February 9, 1997, among TheraTx,
Incorporated, Vencor, Inc. and Peach
Acquisition Corp. Incorporated by reference
to TheraTx's Current Report on Form 8-K (File
No. 0-24212) filed on February 11, 1997).
2.2 Amendment No. 1 to Agreement and Plan of
Merger, dated as of February 28, 1997, among
TheraTx, Incorporated, Vencor, Inc. and Peach
Acquisition Corp. (Incorporated by reference
to Exhibit (c)(3) of Amendment No. 2 to
Vencor and Peach's Statement on Schedule
14D-1, dated March 3, 1997).
Item 8. Not Applicable
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SIGNATURE
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 thereunder duly authorized.
Dated: April 1, 1997
VENCOR, INC.
By: /s/ W. Bruce Lunsford
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Name: W. Bruce Lunsford
Title: Chairman of the Board,
President and Chief
Executive Officer
