-----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, TNEU3WhhZ097QIxBt742bjuEs2iyRXRLF2ONvxl6oCYJ87puPi8w9PB9HGwbDLBB r+MR6o6+Vx5O5uiSSLh22Q== 0000891836-97-000191.txt : 19970402 0000891836-97-000191.hdr.sgml : 19970402 ACCESSION NUMBER: 0000891836-97-000191 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970318 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970401 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VENCOR INC CENTRAL INDEX KEY: 0000740260 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 611055020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 97572848 BUSINESS ADDRESS: STREET 1: 3300 CAPITAL HOLDING CENTER STREET 2: 400 WEST MARKET STREET CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5025967300 MAIL ADDRESS: STREET 1: 3300 PROVIDIAN CENTER STREET 2: 400 WEST MARKET ST CITY: LOUISVILLE STATE: KY ZIP: 40202 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------------------- 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 ----------------------------- VENCOR, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-10989 61-1055020 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation File Number) Identification No.) 3300 Providian Center, 400 West Market St., Louisville, Kentucky 40202 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (502) 596-7300 ---------------------------- Not applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) -1- 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 -2- 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 -3- 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 --------------------------------- Name: W. Bruce Lunsford Title: Chairman of the Board, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----