-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KiK/82u5w+2LDK+/5M/S09XDbVgwZzUodrSBIHVT0xzrMIyeH5LOihnbHJsTCkQZ Qd+EYJrhr4+xw07LMOHZFA== 0001047469-98-018717.txt : 19980511 0001047469-98-018717.hdr.sgml : 19980511 ACCESSION NUMBER: 0001047469-98-018717 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980508 SROS: NYSE SROS: PCX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VENCOR INC CENTRAL INDEX KEY: 0001060009 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 611323993 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53977 FILM NUMBER: 98613139 BUSINESS ADDRESS: STREET 1: 3300 AEGON CENTER STREET 2: 400 WEST MARKET ST CITY: LOUISVILLE STATE: KY ZIP: 40202 MAIL ADDRESS: STREET 1: 3300 AEGON CENTER STREET 2: 400 WEST MARKET ST CITY: LOUISVILLE STATE: KY ZIP: 40202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TENET HEALTHCARE CORP CENTRAL INDEX KEY: 0000070318 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 952557091 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3820 STATE STREET CITY: SANTA BARBARA STATE: CA ZIP: 93105- BUSINESS PHONE: 8055637000 MAIL ADDRESS: STREET 1: P O BOX 4070 CITY: SANTA MONICA STATE: CA ZIP: 90404 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL MEDICAL ENTERPRISES INC /NV/ DATE OF NAME CHANGE: 19920703 SC 13D 1 SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* --------- Vencor, Inc. -------------------------------------------------------- (Name of Issuer) Common Stock, par value $.25 per share -------------------------------------------------------- (Title of Class of Securities) 92 260 R 10 2 -------------------------------------------------------- (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 1, 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 19 Pages --- CUSIP No. 92 260 R 10 2 13D Page 2 of 19 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 8,301,067 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 0 -------------------------------------------------- (9) Sole Dispositive Power 8,301,067 -------------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 8,301,067 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 12.3% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 92 260 R 10 2 13D Page 3 of 19 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 8,301,067 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 0 -------------------------------------------------- (9) Sole Dispositive Power 8,301,067 -------------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 8,301,067 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 12.3% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 92 260 R 10 2 13D Page 4 of 19 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 5,610,187 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 0 -------------------------------------------------- (9) Sole Dispositive Power 5,610,187 -------------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 5,610,187 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 8.3% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 92 260 R 10 2 13D Page 5 of 19 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 2,690,880 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 0 -------------------------------------------------- (9) Sole Dispositive Power 2,690,880 -------------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,690,880 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 4% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER This Statement on Schedule 13D (the "Schedule 13D") 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 are qualified in their entirety by the provisions of such exhibits. ITEM 2. IDENTITY AND BACKGROUND This Schedule 13D 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 19 pages 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 19 pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION 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. ITEM 4. PURPOSE OF TRANSACTION 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 will hold Tenet's shares of the Company pursuant to the terms of an escrow agreement. The indenture underlying the Notes 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. However, because Tenet may be deemed to be an "affiliate" of the Company, the sale of the new Company shares is governed by the provisions of Rule 144 of the Securities Act of 1933, including volume and other restrictions until such time as it may no longer be deemed to be an affiliate. The volume restrictions of Rule 144 limit Tenet's sales of the Company shares during a three month period to the greater of 1% of the outstanding shares of the Company or the average weekly trading volume of the common stock of the Company achieved during the preceding four weeks of trading. Page 8 of 19 pages At such time as Tenet may no longer be deemed to be an affiliate of the Company it intends to sell all of its remaining shares of Common Stock in one or more transactions. 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 PropInc may be deemed to be the beneficial owner of the 2,690,880 shares of Common Stock owned by it (the "PropInc Shares"), or approximately 4% of the shares of Common Stock outstanding. PropInc has the sole power to vote and the sole power to dispose of the PropInc Shares. PropHold may be deemed to be the beneficial owner of the 5,610,187 shares of Common Stock owned by it (the "PropHold Shares"), or approximately 8.3% of the shares of Common Stock outstanding. PropHold has the sole power to vote and the sole power to dispose of the PropHold Shares. PropCorp, as the sole shareholder of PropInc and PropHold, may be deemed, for purposes of Rule 13d-3 under the Act, to beneficially own indirectly the PropInc Shares and PropHold Shares, for an aggregate of 8,301,067 shares of Common Stock, or approximately 12.3% of the shares of Common Stock outstanding. Page 9 of 19 pages Tenet, as the sole stockholder of PropCorp, may be deemed, for purposes of Rule 13d-3 under the Act, to beneficially own indirectly the PropInc Shares and the PropHold Shares, for an aggregate of 8,301,067 shares of Common Stock, or approximately 12.3% of the shares of Common Stock outstanding. The Reporting Persons, in the aggregate, may be deemed to beneficially own 8,301,067 shares of Common Stock, or approximately 12.3% of the shares of Common Stock outstanding. The percentage of shares of Common Stock outstanding reported as beneficially owned herein is based upon 67,468,848 share of Common Stock outstanding as of February 27, 1998. During the 60 days preceding the filing of this Schedule 13D, Tenet, PropHold, PropCorp and PropInc, effected no transactions in the Common Stock of the Company. 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 per $1,000 principal amount of Notes which is 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 Common Stock for which such Notes are exchangeable in lieu of delivery of such shares. Following the sale of all of Tenet's Company shares, each $1,000 principal amount of Notes will be exchangeable into 25.9403 shares of Ventas and a pro rata portion of cash equal to the average net sale price of the Company shares sold by Tenet multiplied by 25.9403 shares. Tenet will announce the average net sale price per share after the sale of all the shares is completed. Page 10 of 19 pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Joint Filing Agreement Exhibit 2 The Indenture, dated as of January 10, 1996, between Tenet and The Bank of New York, as trustee, relating to the offering of the 6% Exchangeable Subordinated Notes due 2005 (Incorporated by reference to Exhibit 4.1 to Tenet's Quarterly Report on Form 10-Q, dated January 16, 1996) Exhibit 3 The Escrow Agreement, dated as of January 10, 1996, among Tenet, NME Properties, Inc., NME Property Holding Co., Inc. and The Bank of New York, as escrow agent, relating to the offering of the 6% Exchangeable Subordinated Notes due 2005 (Incorporated by reference to Exhibit 4.2 to Tenet's Quarterly Report on Form 10-Q, dated January 16, 1996). Exhibit 4 Press Release of Tenet dated May 6, 1998 entitled "Tenet Healthcare Announces Effect of Vencor Reorganization" Page 11 of 19 pages 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 5, 1998 TENET HEALTHCARE CORPORATION By: /s/ SCOTT M. BROWN ------------------------------- Scott M. Brown Senior Vice President and Secretary Page 12 of 19 pages 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.
Present Principal Name, Business Address Occupation - ----------------------- ---------------------------------- 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 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 13 of 19 pages 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
- ------------------ * Director Page 14 of 19 pages 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.
Present Principal Name, Business Address Occupation - ----------------------- --------------------------------- 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
- ------------------- * Director Page 15 of 19 pages 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.
Present Principal Name, Business Address Occupation - ------------------------ ---------------------------------- 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
- -------------------- * Director Page 16 of 19 pages 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.
Present Principal Name, Business Address Occupation - ------------------------- ------------------------------- 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
- -------------------- * Director Page 17 of 19 pages EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO. Exhibit 1 Joint Filing Agreement Exhibit 2 The Indenture, dated as of January 10, 1996, between Tenet Healthcare Corporation and The Bank of New York, as trustee, relating to the offering of the 6% Exchangeable Subordinated Notes due 2005 (Incorporated by reference to Exhibit 4.1 to Tenet's Quarterly Report on Form 10-Q, dated January 16, 1996.) Exhibit 3 The Escrow Agreement, dated as of January 10, 1996, among Tenet Healthcare Corporation, NME Properties, Inc., NME Property Holding Co., Inc. and The Bank of New York, as escrow agent, relating to the offering of the 6% Exchangeable Subordinated Notes due 2005 (Incorporated by reference to Exhibit 4.2 to Tenet's Quarterly Report on Form 10-Q, dated January 16, 1996). Exhibit 4 Press Release of Tenet dated May 6, 1998 entitled "Tenet Healthcare Announces Effect of Vencor Reorganization"
Page 18 of 19 pages EX-1 2 EXHIBIT 1 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 19 of 19 pages EX-4 3 EXHIBIT 4 EXHIBIT 4 Investor Contact: Paul Russell (805) 563-7188 Media Contact: Lance Ignon (805) 563-6975 TENET HEALTHCARE ANNOUNCES EFFECT OF VENCOR REORGANIZATION SANTA BARBARA, CALIF. -- MAY 6, 1998 -- Tenet Healthcare Corp. (THC: NYSE, PSE) released the following information today to clarify the terms of its 6% Exhangeable Subordinated Notes due 2005 as they relate to the recent reorganization of Vencor, Inc., now called Ventas, Inc. On May 1, 1998, Vencor reorganized into two companies, Ventas and newly formed Vencor, Inc., and shares in the new Vencor were distributed on a one-to-one basis to Ventas shareholders. Prior to the reorganization, Tenet owned 8,301,067 Vencor shares. Post-reorganization, Tenet owns 8,301,067 Ventas shares and 8,301,067 new Vencor shares. Prior to the reorganization, each $1,000 principal amount of Tenet's Exchangeable Subordinated Notes was exchangeable into 25.9403 shares of old Vencor, which is equivalent to an exchange price of $38.55 per old Vencor share. Given the reorganization, the indenture underlying the Notes requires Tenet to retain the Ventas shares and to direct the escrow agent to sell the newly received Vencor shares for cash and hold the net cash proceeds in escrow for delivery upon exchange of the Notes. Page 20 of 21 pages Since Tenet may be deemed to be an "affiliate" of new Vencor, Tenet intends to sell the new Vencor shares in compliance with the volume and other restrictions of Rule 144 of the Securities Act of 1933 until such time that it is no longer deemed to be an "affiliate." The volume restrictions of Rule 144 limit Tenet's sales of new Vencor shares during any three-month period to the greater of 1 percent of the outstanding shares of new Vencor (approximately 670,000 shares), or the average weekly trading volume of the common stock of new Vencor achieved during the preceding four weeks of trading. At such time that Tenet is no longer deemed to be an "affiliate" of new Vencor, it intends to sell all of its remaining shares in one or more transactions. Following the sale of all of Tenet's new Vencor shares, each $1,000 principal amount of Notes will be exchangeable into 25.9403 shares of Ventas and cash equal to the average net sale price for Tenet's block of Vencor shares multiplied by 25.9403 shares. Tenet will announce the average net sale price after the sale of all the shares is completed. Based in Santa Barbara, Calif., Tenet Healthcare, through its subsidiaries, owns and operates 123 acute care hospitals and numerous related healthcare services from coast to coast. The company employs 106,000 people serving communities in 18 states. ### Page 21 of 21 pages -----END PRIVACY-ENHANCED MESSAGE-----