-----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, JSjLr9/nsGoviuJdbT3TsNDakaT2fZqgTegyV5zeK9ObqeOuWzsSYf6oGZ79ZJrt lWhIlHEF7toov5xvvpAdbg== 0000912057-96-000601.txt : 19960119 0000912057-96-000601.hdr.sgml : 19960119 ACCESSION NUMBER: 0000912057-96-000601 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960118 SROS: NYSE SROS: PSE SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40710 FILM NUMBER: 96505165 BUSINESS ADDRESS: STREET 1: 3300 CAPITAL HOLDING CENTER STREET 2: 400 WEST MARKET STREET CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5025697300 MAIL ADDRESS: STREET 1: 3300 PROVIDIAN 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: 2700 COLORADO AVE CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 3103158000 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 13 D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 VENCOR, INC. (Name of Issuer) Common Stock, par value $.25 per share (Title of Class of Securities) 922602107 (CUSIP Number) Scott M. Brown, Esq. Tenet Healthcare Corporation 2700 Colorado Avenue Santa Monica, California 90404 (310) 998-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with a copy to: Brian J. McCarthy, Esq. Skadden, Arps, Slate, Meagher & Flom 300 S. Grand Avenue Los Angeles, California 90071 (213) 687-5070 January 10, 1996 (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: / / Check the following box if a fee is being paid with this Statement: / / Page 1 of 16 pages CUSIP NO. 922602107 SCHEDULE 13D - ------------------------------------------------------------------------------ (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 OF A GROUP: (a)/ / (b)/X / - ------------------------------------------------------------------------------ (3) SEC USE ONLY - ------------------------------------------------------------------------------ (4) SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /X / - ------------------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - ------------------------------------------------------------------------------ : (7) SOLE VOTING POWER : : 8,301,067 :------------------------------- NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING OWNED BY EACH REPORTING : PERSON WITH : 0 :------------------------------- : (9) SOLE DISPOSITIVE : : 8,301,067 :------------------------------- :(10) SHARED DISPOSITIVE : : 0 - ------------------------------------------------------------------------------ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,301,067 - ------------------------------------------------------------------------------ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.8% - ------------------------------------------------------------------------------ (14) TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 16 pages CUSIP NO. 922602107 SCHEDULE 13D - ------------------------------------------------------------------------------ (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 OF A GROUP: (a)/ / (b)/X / - ------------------------------------------------------------------------------ (3) SEC USE ONLY - ------------------------------------------------------------------------------ (4) SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee - ------------------------------------------------------------------------------ : (7) SOLE VOTING POWER : : 8,301,067 :------------------------------- NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING OWNED BY EACH REPORTING : PERSON WITH : 0 :------------------------------- : (9) SOLE DISPOSITIVE : : 8,301,067 :------------------------------- :(10) SHARED DISPOSITIVE : : 0 - ------------------------------------------------------------------------------ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,301,067 - ------------------------------------------------------------------------------ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.8% - ------------------------------------------------------------------------------ (14) TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 16 pages CUSIP NO. 922602107 SCHEDULE 13D - ------------------------------------------------------------------------------ (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 OF A GROUP: (a)/ / (b)/X / - ------------------------------------------------------------------------------ (3) SEC USE ONLY - ------------------------------------------------------------------------------ (4) SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ : (7) SOLE VOTING POWER : : 5,610,187 :------------------------------- NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING OWNED BY EACH REPORTING : PERSON WITH : 0 :------------------------------- : (9) SOLE DISPOSITIVE : : 5,610,187 :------------------------------- :(10) SHARED DISPOSITIVE : : 0 - ------------------------------------------------------------------------------ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,610,187 - ------------------------------------------------------------------------------ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.0% - ------------------------------------------------------------------------------ (14) TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 16 pages CUSIP NO. 922602107 SCHEDULE 13D - ------------------------------------------------------------------------------ (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 OF A GROUP: (a)/ / (b)/X / - ------------------------------------------------------------------------------ (3) SEC USE ONLY - ------------------------------------------------------------------------------ (4) SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ : (7) SOLE VOTING POWER : : 2,690,880 :------------------------------- NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING OWNED BY EACH REPORTING : PERSON WITH : 0 :------------------------------- : (9) SOLE DISPOSITIVE : : 2,690,880 :------------------------------- :(10) SHARED DISPOSITIVE : : 0 - ------------------------------------------------------------------------------ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,690,880 - ------------------------------------------------------------------------------ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 3.8% - ------------------------------------------------------------------------------ (14) TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 16 pages This Amendment No. 2 (the "Amendment No. 2") amends and supplements the Statement on Schedule 13D, dated October 2, 1995 (the "Schedule 13D"), as amended and supplemented by Amendment No. 1 (the "Amendment No. 1"), dated October 17, 1995, relating to the common stock, par value $.25 per share (the "Common Stock"), issued by Vencor, Inc., a Delaware corporation (the "Company"), and is being filed pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended (the "Act"). Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D. The information set forth in the Exhibits hereto is hereby expressly incorporated herein by reference and the responses to each item of this Amendment No. 2 to the Schedule 13D are qualified in their entirety by the provisions of such exhibits. ITEM 2. IDENTITY AND BACKGROUND This Amendment No. 2 to the 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 2700 Colorado Avenue, Santa Monica, California 90404. Page 6 of 16 pages 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 and PropInc were set forth on the Schedule 13D. 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 PropHold are set forth on Schedule D, attached hereto. Except as set forth in Item 2 of the Schedule 13D, during the past five (5) years neither PropHold nor any other person or entity controlling such person, nor, to the best of its knowledge, any of the other persons listed on Schedule D attached hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to United States federal or state securities laws or finding any violation with respect to such laws. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER On December 26, 1995, in connection with the offering of the Notes of Tenet, the PropCorp Shares were transferred to PropHold. As of January 1, 1996, as a result of two issues of convertible debentures of Vencor being converted into an additional 7,259,000 shares of Vencor Common Stock, the ownership interest in Vencor, on an aggregate basis for Tenet, PropCorp, PropHold and PropInc., has fallen to approximately 11.8% of the outstanding shares of Common Stock. As a result of the foregoing, 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 3.8% of the shares of Common Stock out- Page 7 of 16 pages standing. 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 8.0% 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 11.8% of the shares of Common Stock outstanding. 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 11.8% 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 11.8% of the shares of Common Stock outstanding. The percentage of shares of Common Stock outstanding reported as beneficially owned herein is based upon 70,222,330 shares of Common Stock outstanding as of November 30, 1995 (which includes the conversion referred to above). ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is amended and supplemented as follows: Also 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 Page 8 of 16 pages Bank, as trustee, relating to the Notes and the exchange rights associated with such Notes. The Notes are exchangeable at the option of the holder for shares of 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 per $1,000 principal amount of Notes, 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. The Notes will be exchangeable prior to November 6, 1997, only in the event of a merger, consolidation or liquidation of Vencor pursuant to which the shares of Common Stock held by the escrow agent are converted into or exchanged for cash or other securities registered under the Securities Act of 1933, as amended. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 7 Joint Filing Agreement Exhibit 8 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 9 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). Page 9 of 16 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: January 18, 1996 TENET HEALTHCARE CORPORATION By: /s/ Scott M. Brown -------------------------- Scott M. Brown Senior Vice President and Secretary Page 10 of 16 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: January 18, 1996 NME PROPERTIES CORP. By: /s/ Scott M. Brown --------------------------- Scott M. Brown Senior Vice President and Secretary Page 11 of 16 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: January 18, 1996 NME PROPERTY HOLDING CO., INC. By: /s/ Scott M. Brown --------------------------- Scott M. Brown Senior Vice President and Secretary Page 12 of 16 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: January 18, 1996 NME PROPERTIES, INC. By: /s/ Scott M. Brown -------------------------- Scott M. Brown Senior Vice President and Secretary Page 13 of 16 pages SCHEDULE D 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 2700 Colorado Avenue, Santa Monica, California 90404, 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 Assistant Treasurer of Tenet Scott M. Brown* Senior Vice President and Secretary; Senior Vice President, General Counsel and Secretary of Tenet - -------------------------------------------- * Director Page 14 of 16 pages EXHIBIT INDEX EXHIBIT NO. DESCRIPTION PAGE NO. - ----------- ----------- -------- Exhibit 7 Joint Filing Agreement Exhibit 8 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 9 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). Page 15 of 16 pages EXHIBIT 7 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)(l)(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: January 18, 1996 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 NME PROPERTIES, INC. CO., 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 16 of 16 pages -----END PRIVACY-ENHANCED MESSAGE-----