-----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, EVDJengI6jyLu/r8jQ5Ym/VMXePLIjave2A6udGrZF+mRRpBuX7FS5GJtx/I6RID +3msfkFk9HxOrmEvPiZilw== 0001047469-98-022125.txt : 19980601 0001047469-98-022125.hdr.sgml : 19980601 ACCESSION NUMBER: 0001047469-98-022125 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980529 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/A SEC ACT: SEC FILE NUMBER: 005-53977 FILM NUMBER: 98633489 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/A 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/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* --------- Vencor, Inc. -------------------------------------------------------- (Name of Issuer) Common Stock, par value $.25 per share -------------------------------------------------------- (Title of Class of Securities) 92 260 R 102 -------------------------------------------------------- (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 27, 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 17 Pages CUSIP No. 92 260 R 10 2 13D Page 2 of 17 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 0 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 0 -------------------------------------------------- (9) Sole Dispositive Power 0 -------------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 0 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0 - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 92 260 R 10 2 13D Page 3 of 17 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 0 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 0 -------------------------------------------------- (9) Sole Dispositive Power 0 -------------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 0 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0 - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 92 260 R 10 2 13D Page 4 of 17 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 0 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 0 -------------------------------------------------- (9) Sole Dispositive Power 0 -------------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 0 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0 - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 92 260 R 10 2 13D Page 5 of 17 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 0 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 0 -------------------------------------------------- (9) Sole Dispositive Power 0 -------------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 0 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0 - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER This Statement on Amendment No. 1 to Schedule 13D (the "Schedule 13D-A1") 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-A1 are qualified in their entirety by the provisions of such exhibits. ITEM 2. IDENTITY AND BACKGROUND This Schedule 13D-A1 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 17 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 17 pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION N/A ITEM 4. PURPOSE OF TRANSACTION 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. 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 held Tenet's shares of the Company pursuant to the terms of an escrow agreement. The indenture underlying the Notes (the "Indenture") 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. Effective May 27, 1998, Tenet completed the sale of its 8,301,067 shares of Common Stock of the Company, generating average net proceeds of $9.2275 per share, having sold such shares in accordance with the terms of the Indenture and in compliance with the volume and other restrictions of Rule 144 of the Securities Act of 1933. Page 8 of 17 pages 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 None of Tenet, PropInc, PropHold or PropCorp beneficially own any shares of Common Stock of the Company. During the 60 days preceding the filing of this Schedule 13D, the reporting parties effected the following transactions in the Common Stock of the Company, using the services of a registered broker-dealer. Sales of Company Common Stock by PropInc: - ----------------------------------------
DATE SHARES SOLD PRICE 05/18/1998 1,600 11.8125 05/19/1998 50,000 11.875 100,000 11.875 6,600 12 10,000 11.9375 10,000 11.9375 05/20/1998 7,400 12 35,000 11.875 3,100 11.875 8,400 11.6875 4,500 11.5625 5,000 11.5 4,700 11.4375 165,000 11 40,000 11.125 16,900 11.125 1,000 11.25 20,000 11.1875 79,000 11.1875 05/21/1998 3,500 11.1875 8,000 11.125 5,900 11.0625 1,500 11.0625 1,000 11.125 500 11 6,600 11.125 5,900 11.0625 3,000 11.125 4,100 11 10,000 11.0625 15,088 10.9375 21,400 10.9375 10,000 10.9375 05/22/1998 3,000 10.75 2,000 10.6875 5,000 10.625 05/26/1998 100,000 10 150,000 10 50,096 9.875 79,400 9.875 107,000 9.9375 50,000 10 23,000 10.125 20,000 9.75 1,000 9.875 15,000 9.6875 50,000 9.625 2,500 9.625 5,000 10.125 1,000 9.6875 10,000 9.625 215,500 9.5 05/27/1998 1,136,696 9 Sales of Company Common Stock by PropHold: - ------------------------------------------ 05/27/1998 5,610,187 9
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 Common Stock per $1,000 principal amount of Notes, which was 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 Old Vencor Common Stock for which such Notes are exchangeable in lieu of delivery of such shares. Following the sale of all of Tenet's shares of Company Common Stock, each $1,000 principal amount of Notes is exchangeable into 25.9403 shares of Ventas, Inc. Common Stock and $239.36 in cash, a cash amount equal to the average net proceeds ($9.2275 per share) from the sale of the Company Common Stock multiplied by 25.9403 shares. Page 9 of 17 pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Joint Filing Agreement Exhibit 2 Press Release of Tenet dated May 27, 1998 entitled "Tenet Healthcare Completes Sale of Vencor Shares; Clarifies Terms of 6% Exchangeable Subordinated Notes Due 2005" Page 10 of 17 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 27, 1998 TENET HEALTHCARE CORPORATION By: /s/ SCOTT M. BROWN ------------------------------- Scott M. Brown Senior Vice President and Secretary Page 11 of 17 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 Sanford Cloud Jr. President & CEO, The National Conference The National Conference 71 Fifth Avenue for Community and Justice New York, N.Y. 10003 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 12 of 17 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 13 of 17 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 14 of 17 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 15 of 17 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 16 of 17 pages EXHIBIT INDEX Exhibit 1 Joint Filing Agreement Exhibit 2 Press Release of Tenet dated May 27, 1998 entitled "Tenet Healthcare Completes Sale of Vencor Shares; Clarifies Terms of 6% Exchangeable Subordinated Notes Due 2005" Page 17 of 17 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 EX-2 3 EXHIBIT 2 [logo] NEWS RELEASE TENET HEALTHCARE CORPORATION HEADQUARTERS OFFICE 3820 STATE STREET SANTA BARBARA, CA 93105 TEL (805) 563-6855 INVESTOR CONTACT: PAUL RUSSELL (805) 563-7188 FAX (805) 563-6871 MEDIA CONTACT: LANCE IGNON (805) 563-6975 HTTP://WWW.TENETHEALTH.COM TENET HEALTHCARE COMPLETES SALE OF VENCOR SHARES; CLARIFIES TERMS OF 6% EXCHANGEABLE SUBORDINATED NOTES DUE 2005 SANTA BARBARA, CALIF. - MAY 27, 1998 - Tenet Healthcare Corporation (NYSE: THC) today completed the sale of its shares of Vencor, Inc. (NYSE: VC) and released the following information concerning its 6% Exchangeable Subordinated Notes due 2005. Tenet sold its entire holdings of 8,301,067 Vencor shares primarily to institutions, generating net proceeds of $76,598,434.11. The average net proceeds per Vencor share were $9.2275. Accordingly, each $1,000 principal amount of Notes is exchangeable into 25.9403 shares of Ventas, Inc. common stock (NYSE: VTR) and $239.36 in cash. The cash distribution is determined by multiplying the average net proceeds of $9.2275 by 25.9403 shares. The sale of the shares was completed this morning in accordance with the indenture governing the Notes and in compliance with the volume and other restrictions of Rule 144 of the Securities Act of 1933. Tenet had announced on May 6 its intent to sell the shares in this manner, following Vencor's May 1 reorganization. Based in Santa Barbara, Calif., Tenet Healthcare through its subsidiaries owns and operates 123 acute care hospitals and related healthcare services from coast to coast. The company employs 112,500 people serving communities in 18 states. Tenet's name reflects its core business philosophy: the importance of shared values among partners - including employees, physicians, insurers and communities - providing a full spectrum of quality healthcare. Tenet can be found on the World Wide Web at www.tenethealth.com. ### -----END PRIVACY-ENHANCED MESSAGE-----