UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
KINDRED HEALTHCARE, INC. (formerly Vencor, Inc.)
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(Name of Issuer)
Common Stock, par value $0.25 per share
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(Title of Class of Securities)
494580 10 3
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(CUSIP Number)
Kenneth Maiman, Esq.
Appaloosa Management L.P.
26 Main Street, First Floor
Chatham, NJ 07928
(973) 701-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
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November 14, 2001
(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 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 (the "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).
SCHEDULE 13D
CUSIP No. 494580 10 3 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Appaloosa Management L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,996,822
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 4,996,822
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,996,822
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.1%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 494580 10 3 Page 3 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Appaloosa Partners Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,996,822
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 4,996,822
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,996,822
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.1
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 494580 10 3 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
David A. Tepper
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,996,822
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 4,996,822
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,996,822
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.1%
14 TYPE OF REPORTING PERSON
IN
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
This Statement on Schedule 13D (this "Statement") relates to the
Common Stock, par value $0.25 per share (the "Common Stock"), of Kindred
Healthcare, Inc., a Delaware corporation, formerly Vencor, Inc. (the
"Company"), and amends the Schedule 13D filed on April 26, 2001 (the
"Schedule 13D"). Capitalized terms used but not defined herein have the
meanings set forth in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
Unchanged.
ITEM 2. IDENTITY AND BACKGROUND.
Unchanged.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Unchanged.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding the following:
The Company filed a Registration Statement on Form S-3 (No.
333-68838) (the "Registration Statement") with the Securities and Exchange
Commission (the "SEC"), which, as subsequently amended, was declared
effective on November 7, 2001, relating to the offer and sale of Common
Stock. The Registration Statement covered the sale of 1,750,000 shares of
Common Stock by the Company and 1,496,000 shares of Common Stock by certain
stockholders of the Company. In accordance with the Registration Rights
Agreement, the Company included 500,000 of the Purchasers' shares of Common
Stock in the Registration Statement.
In connection with the Registration Statement, on November 7,
2001 the Purchasers, the Company, certain other stockholders of the Company
and the Underwriters named therein (the "Underwriters") entered into an
underwriting agreement (the "Underwriting Agreement") for the sale, in an
underwritten public offering (the "Offering"), of 1,750,000 shares of
Common Stock by the Company and 1,496,000 shares of Common Stock by the
selling stockholders, including 500,000 shares of Common Stock by the
Purchasers, to the Underwriters named in Schedule B thereto, at a purchase
price of $46.00 per share (less underwriting discounts and commissions).
On October 22, 2001, as an inducement to the Underwriters to
execute the Underwriting Agreement, the Purchasers executed a Lock-Up
Agreement (the "Lock-Up Agreement") wherein they agreed not to offer, sell,
contract to sell, pledge or otherwise dispose of, directly or indirectly,
any shares of Common Stock or securities convertible into or exchangeable
or exercisable for any shares of Common Stock for a period of 90 days
following the date of the final prospectus used in the Offering. In
addition, during this period the Purchasers have also agreed not to make
any demand for or exercise any right with respect to, the registration of
any Registrable Securities or any security convertible into or exercisable
or exchangeable for the Registrable Securities.
The foregoing descriptions of the Registration Rights Agreement,
the Underwriting Agreement and the Lock-Up Agreement are qualified in their
entirety by reference to copies of the agreements, which are included
herewith as Exhibits III, IV, V, VI and VII respectively, and are
specifically incorporated by reference herein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
The percentages set forth in this Item 5 are based on 17,350,000
shares of Common Stock outstanding, consisting of (i) 15,600,000 shares of
Common Stock outstanding as of June 30, 2001, as reported in the
Registration Statement, and (ii) the issuance and sale by the Company of
1,750,000 shares of Common Stock pursuant to the Underwriting Agreement. If
the Underwriters exercise in full their option to acquire an additional
487,035 shares of Common Stock from the Company, which option may be
exercised at any time through December 7, 2001, then there will be
17,837,035 shares of Common Stock outstanding.
(a) The Purchasers are the beneficial owners of 2,475,428 shares
of Common Stock. Additionally, upon exercise of the New Warrants, the
Purchasers would beneficially own an additional 2,521,394 shares of Common
Stock. Therefore, as of the date hereof, the Reporting Persons' beneficial
ownership constitutes 4,996,822 shares or approximately 25.1% of the issued
and outstanding Common Stock (24.5% if the Underwriters exercise their
option in full).
Reference is made to the response in Item 6 of the Schedule 13D,
which is hereby incorporated herein, for a description of the terms of the
New Warrant Agreement described therein.
(b) The Manager, API and Mr. Tepper may be deemed to have sole
voting and dispositive power with respect to 4,996,822 shares of Common
Stock.
(c) Since the last filing on Schedule 13D, the following
transactions have taken place:
(i) On or about May 21, 2001 ("Transaction Date"), pursuant
to the Company's 2001 Stock Option Plan for Non-Employee Directors,
Mr. Tepper and James Bolin ("Mr. Bolin"), in consideration for their
service as directors of the Company, each was granted a non-qualified
stock option with respect to 10,000 shares of Common Stock at an
exercise price of $32.00 per share. Mr. Tepper and Mr. Bolin
immediately assigned their right, title and interest in the options to
the Purchasers. The options vest ratably on each of the first, second,
third, and fourth anniversaries of the Transaction Date. The Company's
2001 Stock Option Plan for Non-Employee Directors and Amendment No. 1
thereto are included herewith as Exhibits VIII and IX respectively,
and are specifically incorporated by reference herein.
(ii) As more fully described in Item 4 above, the Purchasers
sold 500,000 shares of Common Stock at $46.00 per share (less
underwriting discounts and commissions) in the Offering.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended by adding the following:
All 4,996,822 shares of Common Stock beneficially owned by the
Reporting Persons have been registered by the Company on a registration
statement on Form S-3 (No. 333-69646) which was declared effective by the
SEC on November 7, 2001.
Reference is hereby made to the description of the agreements
described in Item 4 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and restated in its entirety as follows:
1. Schedule I - Joint Filing Agreement.*
2. Exhibit I - Plan of Reorganization.*
3. Exhibit II - New Warrant Agreement.*
4. Exhibit III - Registration Rights Agreement.*
5. Exhibit IV - Amendment No. 1 to the Registration Rights
Agreement.**
6. Exhibit V - Amendment No. 2 to the Registration Rights
Agreement.**
7. Exhibit VI - Underwriting Agreement.***
8. Exhibit VII - Lock-Up Agreement.***
9. Exhibit VIII - 2001 Stock Option Plan for Non-Employee
Directors.**
10. Exhibit IX - Amendment No. One to 2001 Stock Option Plan
for Non-Employee Directors.**
* Filed in the Reporting Persons' Schedule 13D, dated
as of April 26, 2001, and incorporated herein by
reference.
** Filed in Kindred Healthcare, Inc.'s Registration Statement
(No. 333-68838), and incorporated herein by reference.
*** Filed herewith.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: November 15, 2001
APPALOOSA MANAGEMENT L.P.
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
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Name: David A. Tepper
Title: President
APPALOOSA PARTNERS INC.
By: /s/ David A. Tepper
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Name: David A. Tepper
Title: President
/s/ David A. Tepper
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David A. Tepper
EXHIBIT IV
AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT
Pursuant to Rule 12b-32 under the Act, the Amendment No. 1 to the
Registration Rights Agreement filed by the Company as Exhibit 4.5
to its Registration Statement (No. 333-68838) is
incorporated herein by reference.
EXHIBIT V
AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS AGREEMENT
Pursuant to Rule 12b-32 under the Act, the Amendment No. 2 to the
Registration Rights Agreement filed by the Company as Exhibit 4.6
to its Registration Statement (No. 333-68838) is
incorporated herein by reference.
EXHIBIT VIII
2001 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
Pursuant to Rule 12b-32 under the Act, the 2001 Stock Option Plan for
Non-Employee Directors filed by the Company as Exhibit 4.13 to its
Registration Statement (No. 333-68838) is
incorporated herein by reference.
EXHIBIT IX
AMENDMENT NO. ONE TO
2001 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
Pursuant to Rule 12b-32 under the Act, the Amendment No. One to the
2001 Stock Option Plan for Non-Employee Directors filed by the Company
as Exhibit 4.14 to its Registration Statement (No. 333-68838) is
incorporated herein by reference.