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PROSPECTUS FILED PURSUANT
TO SECTION 424(B)(3)
REGISTRATION NO. 33-71910
VENCOR, INC.
1,552,423 Shares of Common Stock
(par value $.25 per share)
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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This Prospectus covers 1,552,423 shares of Common Stock, par value
$.25 per share (the "Common Stock"), which may be offered and issued by Vencor,
Inc. (the "Company") from time to time in connection with the acquisition
directly or indirectly by the Company of various businesses or properties, or
interests therein.
It is expected that the terms of acquisitions involving the issuance
of Common Stock covered by this Prospectus will be determined by direct
negotiations with the owners or controlling persons of the businesses or
properties to be acquired, and that the shares of Common Stock issued will be
valued at prices reasonably related to the current market prices either at the
time the terms of an acquisition are agreed upon or at or about the time of
delivery of such shares. No underwriting discounts or commissions will be
paid, although finders' fees may be paid from time to time with respect to
specific acquisitions. Any person receiving any such fees may be deemed to be
an underwriter within the meaning of the Securities Act of 1933, as amended
(the "Act").
With the consent of the Company, this Prospectus may also be used by
persons ("Selling Stockholders") who have received or will receive from the
Company Common Stock covered by this Prospectus or by prospectuses under other
registration statements in connection with acquisitions and who may wish to
sell such Common Stock under circumstances requiring or making desirable its
use. The Company may consent to the use of this Prospectus for a limited
period of time by Selling Stockholders and subject to limitations and
conditions which may be varied by agreement between the Company and the Selling
Stockholders. Resales of such shares may be made on the New York Stock
Exchange, in the over-the-counter market, in private transactions or pursuant
to underwriting agreements. Such resales would be made at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at
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negotiated prices. The Selling Stockholders may be deemed to be underwriters
within the meaning of the Act.
Selling Stockholders may effect such transactions by selling shares to
or through broker-dealers, and such broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from Selling
Stockholders and/or purchasers of shares for whom they may act as agent.
Broker-dealers who participate with Selling Stockholders in the distribution of
shares may be deemed to be "underwriters" within the meaning of the Act, and
any commissions received by them may be deemed to be underwriting compensation.
Stockholders may also offer shares of Common Stock issued in past and
future acquisitions by means of prospectuses under other available registration
statements or pursuant to exemptions from the registration requirements of the
Act, including sales which meet the requirements of Rule 145(d) under the Act.
Stockholders should seek the advice of their own counsel with respect to the
legal requirements of such sales.
The sales of Common Stock offered hereby have been, or will be prior
to their issuance, listed on the New York Stock Exchange, Inc. subject to
official notice of issuance. On April 10, 1995, the closing price of the Common
Stock on the New York Stock Exchange, Inc. -- Composite Transactions was
$35.625.
All expenses related to the Company's offering of Common Stock
pursuant to this Prospectus will be paid by the Company.
The date of this Prospectus is April 11, 1995
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THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON
REQUEST FROM THE COMPANY AT 3300 PROVIDIAN CENTER, 400 WEST MARKET STREET,
LOUISVILLE, KENTUCKY 40202, ATTENTION: JILL L. FORCE, GENERAL COUNSEL
(502-569-7300).
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Judiciary Plaza, Washington, D.C. 20549 and at its regional
offices located at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and 75 Park Place, New York, New York 10007.
Copies of such material may also be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates.
The Common Stock of the Company is listed on the New York Stock
Exchange ("NYSE"), and reports, proxy statements and other information
concerning the Company can be inspected at the offices of the NYSE, 20 Broad
Street, New York, New York 10005. This Prospectus does not contain all the
information set forth in the Registration Statement and the exhibits and
schedules thereto that the Company has filed with the Commission under the
Securities Act of 1933, as amended (the "Act"), to which reference is hereby
made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
In accordance with the requirements of the 1934 Act, certain reports
and other information are filed by the Company periodically with the
Commission. The following documents filed with the Commission are incorporated
in this Prospectus by reference: (1) the Company's Annual Report on Form 10-K
for the year ended December 31, 1994; (2) the description of the Company's
Common Stock contained in the Company's Registration Statement on Form 8-A
filed with the Commission on August 10, 1989, as amended; and (3) the
description of the Company's Preferred Stock Purchase Rights contained in the
Company's Form 8-A filed with the Commission on July 21, 1993.
All documents filed by the Company pursuant to Section 13, 14 or 15(d)
of the 1934 Act after the date hereof and prior to the termination of the
offering of the Common Stock shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents.
Any person receiving a copy of this Prospectus may obtain without
charge, upon written or oral request, a copy (without exhibits) of any of the
documents incorporated by
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reference herein. Requests should be directed to Ms. Jill L. Force, Secretary
of Vencor, Inc., 3300 Providian Center, 400 West Market Street, Louisville,
Kentucky 40202, telephone number (502) 569-7300.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS; ANY INFORMATION OR REPRESENTATION NOT
CONTAINED OR INCORPORATED BY REFERENCE HEREIN MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE
SELLING STOCKHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION.
THE COMPANY
Vencor, Inc. (the "Company") operates a network of healthcare services
for patients who suffer from cardiopulmonary disorders. The foundation of the
Company's network is a nationwide chain of long-term intensive care hospitals.
The Company's hospitals treat medically complex, chronically ill patients who
generally are dependent upon ventilators or other life-support devices. The
Company's Vencare contract services division treats lower acuity patients
through contract with nursing homes and hospitals. Through its subsidiary,
Ventech Systems, Inc., the Company is developing ProTouch, a comprehensive
paperless clinical information system designed to increase the operating
efficiencies of the Company's hospitals as well as other healthcare facilities.
Since its inception in 1985, the Company has created the nation's
largest network of long-term intensive care hospitals. As of December 31,
1994, the Company owned, leased or managed 32 intensive care hospitals, one
general acute care hospital and one long-term hospital unit located in 15
states with a total of 2,511 licensed beds. As of December 31, 1994, the
Company's Vencare division had contracts to provide respiratory care services
and supplies to 600 nursing homes and subacute care services to 30 nursing
homes and hospitals located in 22 states.
The Company's executive offices are located at 3300 Providian Center,
400 West Market Street, Louisville, Kentucky 40202, and its telephone number is
(502) 569-7300.
HEALTHCARE REFORM
In recent years, an increasing number of legislative proposals have
been introduced or proposed in Congress and in some state legislatures which
would effect major changes in the healthcare system. In October 1993, the
Clinton Administration submitted comprehensive healthcare reform legislation to
Congress designed to provide, among other things, for universal
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access to healthcare. Neither the Clinton Administration's plan nor other
healthcare reform legislation was enacted by Congress.
A number of legislative proposals have contained a moratorium on the
designation of additional long-term hospitals for Medicare reimbursement
purposes. However, the Company cannot predict the form of healthcare reform
legislation which may be proposed in Congress or in state legislatures in the
future and whether and in what form such legislation will be adopted.
Accordingly, the Company is unable to assess the effect of any such changes on
its business. However, there can be no assurance that any such legislation
will not have a material adverse impact on the Company's future growth, net
revenues and net income.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock of the Company which
may be offered and issued by the Company from time to time in the acquisition
of other businesses or properties, or interests therein. Other than the
businesses or properties acquired, there will be no proceeds to the Company
from these offerings. When this Prospectus is used in a public reoffering or
resale of the Common Stock acquired pursuant to this Prospectus, the Selling
Stockholders will receive the proceeds of such reoffering or resale.
SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT RATIOS AND PER SHARE DATA)
The following selected income statement data for the fiscal years
ended December 31, 1990, 1991, 1992, 1993 and 1994 and selected balance sheet
data as of December 31, 1990, 1991, 1992, 1993 and 1994 have been derived from
the audited financial statements of the Company. All of this information
should be read in conjunction with the audited financial statements
incorporated by reference herein. The addition of new hospital facilities
materially affects the comparability of the financial data presented. See
"Business" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Company's Annual Report on Form 10-K for the year
ended December 31, 1994. See "Incorporation of Certain Documents by
Reference."
The Company's Board of Directors approved a 3-for-2 stock split on
September 29, 1994, distributed on October 25, 1994, to stockholders of record
at the close of business on October 10, 1994. Retroactive recognition has been
given for all share and per share amounts in the accompanying financial data.
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YEAR ENDED DECEMBER 31,
1990 1991 1992 1993 1994
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Income Statement Data:
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Net revenues
Patient Revenues . . $77,194 $132,404 $210,721 $276,587 $396,766
Other revenues . . . 2,650 2,897 3,969 5,648 3,252
------- -------- -------- -------- --------
Net revenues . . 79,844 135,301 214,690 282,235 400,018
Expenses
Operating Expenses . 66,268 106,850 166,327 212,925 298,077
Corporate general and
administrative
expenses . . . . . . 5,119 7,390 10,276 11,845 22,213
Depreciation and
amortization . . . . 1,494 3,248 7,402 12,705 20,390
Interest . . . . . . 1,373 725 2,129 6,375 6,787
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Total expenses . 74,254 118,213 186,134 243,850 347,467
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Income before income
taxes . . . . . . . . . . 5,590 17,088 28,556 38,385 52,551
Income taxes . . . . . . 2,274 7,002 11,128 15,461 21,135
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Net income . . . . . $3,316 $10,086 $17,428 $22,924 $31,416
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Net income per share
Primary . . . . . $0.19 $0.42 $0.63 $0.85 $1.20
===== ===== ===== ===== =====
Fully diluted . . $0.19 $0.42 $0.63 $0.85 $1.13
===== ===== ===== ===== =====
Share used in per share
calculation
Primary . . . . . . 17,348 24,047 27,507 27,072 25,994
====== ====== ====== ====== ======
Fully diluted . . . 17,348 24,047 27,507 27,072 30,417
====== ====== ====== ====== ======
Balance Sheet Data:
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Working capital . . . . . $20,265 $72,826 $54,546 $61,670 $76,907
Total assets . . . . . . 56,123 148,234 294,229 294,265 390,372
Long-term debt, less
current portion . . . . . 12,761 866 116,830 116,370 141,899
Shareholders' equity . . 30,191 126,047 144,801 131,096 183,727
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LEGAL MATTERS
The legality of the Common Stock to be offered hereby will be passed
upon for the Company by Greenebaum Doll & McDonald, a partnership including
professional corporations, Louisville, Kentucky. William C. Ballard Jr., a
director of the Company, is of counsel to Greenebaum Doll & McDonald and at
March 31, 1995 beneficially owned 26,094 shares of Common Stock.
EXPERTS
The consolidated financial statements and schedules of Vencor, Inc.
appearing or incorporated by reference in Vencor, Inc.'s Annual Report (Form
10-K) for the year ended December 31, 1994, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements and schedules are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT
CONTAINED IN, OR INCORPORATED BY REFERENCE IN, THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR VENCOR, INC.
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE 1,552,423 Shares
SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER of Common Stock
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE SUCH DATE.
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PROSPECTUS
TABLE OF CONTENTS __________________
Page
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AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . 3
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . 4
HEALTHCARE REFORM . . . . . . . . . . . . . . . . . . . 4
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . 5
SELECTED CONSOLIDATED FINANCIAL DATA . . . . . . . . . 5
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . 7
April 11, 1995
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . 7