SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Name of Issuer: Vencor, Inc.
Title of Class of Securities: Common Stock, Par $.25
CUSIP Number: 922602 107
*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 the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 922602 107
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Firstar Investment Research & Management Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of organization: Wisconsin
NUMBER OF 5. SOLE VOTING POWER
SHARES 1,877,343.3
(Includes 76,393.3 which could be acquired by
conversion $2,945,000 Tenet
Healthcare 6% cv. debenture due 12/1/05)
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 3,264,960.7
(Includes 101,295.7 which could be acquired by
conversion $3,905,000 Tenet
Healthcare 6% cv. debenture due 12/1/05)
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 2,024,743.3
(Includes 76,393.3 which could be acquired by
conversion 2,945,000 Tenet
Healthcare 6% cv. debenture due 12/1/05)
PERSON 8. SHARED DISPOSITIVE POWER
WITH 3,316,135.7
(Includes 101,295.7 which could be acquired by
conversion $3,905,000 Tenet
Healthcare 6% cv. debenture due 12/1/05)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,340,879 shares (Includes 177,689 which could be acquired by
conversion $6,850,000 Tenet Healthcare 6%
cv. debenture due 12/1/05)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%
12. TYPE OF REPORTING PERSON*
IA
Item 1(a). Name of Issuer:
Vencor, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
3300 Providian Center
400 West Market Street
Louisville, Kentucky 40202
Item 2(a). Name of Person Filing:
Firstar Investment Research & Management Company
Item 2(b). Address of Principal Business Office or, if none,
Residence:
777 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202
Item 2(c). Citizenship:
State of organization: Wisconsin
Item 2(d). Title of Class of Securities:
Common Stock, Par $.25
Item 2(e). CUSIP Number:
922602 107
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [x] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income of 1974 or
Endowment Fund; see 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group in accordance with 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership:
(a) Amount Beneficially Owned as of December 31, 1996:
5,340,879 shares (Includes 177,689 which could be acquired by
conversion $6,850,000 Tenet Healthcare 6%
cv. debenture due 12/1/05)
(b) Percent of Class:
7.7%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,877,343.3 (Includes 76,393.3 which could be acquired by
conversion $2,945,000 Tenet Healthcare 6%
cv. debenture due 12/1/05)
(ii) shared power to vote or to direct to the vote:
3,264,960.7 (Includes 101,295.7 which could be acquired
by conversion $3,905,000 Tenet Healthcare 6%
cv. debenture due 12/1/05)
(iii) sole power to dispose or to direct the disposition of:
2,024,743.3 (Includes 76,393.3 which could be acquired by
conversion $2,945,000 Tenet Healthcare 6%
cv. debenture due 12/1/05)
(iv) shared power to dispose ore to direct the disposition of:
3,316,135.7 (Includes 101,295.7 which could be acquired
by conversion $3,905,000 Tenet Healthcare 6%
cv. debenture due 12/1/05)
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Other persons are known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, shares beneficially owned by the filing
person. Except for any person identified immediately below,
such rights do not extend to shares constituting more than 5% of
the class.
None
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the
Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
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: February 13, 1997
FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY
By: /s/ Jeffrey Squires
Name/Title: Jeffrey Squires, Operations Officer
POWER OF ATTORNEY
With Respect to Section 13 Reports
Know all men by these present, that the undersigned
hereby constitutes and appoints Jeffrey Squires, Operations
Officer, its true and lawful attorney and agent at any time and
from time to time to execute for and on behalf of the
undersigned initial and amended reports on Schedules 13G in
accordance with Section 13(d) of the Securities Exchange Act of
1934 (the "Act") and the rules promulgated thereunder, and to
file the same with the Securities and Exchange Commission. The
undersigned grants said attorney and agent full power and
authority to do and perform each and every act and thing
requisite, necessary and proper to be done in the exercise of
any of the rights and powers therein granted, hereby ratifying
and confirming all that each said attorney and agent shall
lawfully do or cause to be done by virtue hereof and the rights
and powers herein granted.
The undersigned hereby acknowledges that the attorney
and agent appointed herein does not assume any responsibilities
of the undersigned under Section 13 of the Act.
This Power of Attorney shall remain in full force and
effect unless and until revoked by the undersigned by written
notice delivered to said attorney and agent.
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of the 10th day of
February, 1997.
FIRSTAR INVESTMENT RESEARCH &
MANAGEMENT COMPANY
By: /s/ Mary Ellen Stanek
Mary Ellen Stanek, President
