UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 1, 2002
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KINDRED HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-14057 61-1323993
(State or other jurisdiction (Commission File (IRS Employer
of incorporation or organization) Number) Identification No.)
680 South Fourth Street
Louisville, Kentucky
(Address of principal executive offices)
40202-2412
(Zip Code)
Registrant's telephone number, including area code: (502) 596-7300
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
Kindred Healthcare, Inc. ("Kindred" or the "Company") announced that it has
acquired Specialty Healthcare Services, Inc. ("Specialty"), a private operator
of six long-term acute care hospitals. In the transaction, Kindred purchased all
of the stock of Specialty for $45 million. The acquisition was financed through
the use of existing cash. Kindred did not assume any long-term debt in the
transaction.
Specialty operates three, free-standing long-term acute care hospitals in
California (248 beds) and a long-term acute care hospital within a hospital in
Cleveland, Ohio (75 beds), Philadelphia, Pennsylvania (43 beds) and Charleston,
South Carolina (59 beds). Specialty also has entered into another hospital
within a hospital arrangement in Dallas, Texas which is scheduled to open in the
second half of 2003. Specialty generated revenues of $76 million in 2001. The
Company expects that the transaction will be slightly accretive to earnings in
2002.
Certain statements set forth above are forward-looking statement within the
meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E
of the Securities Exchange Act of 1934, as amended. All statements regarding the
Company's expected future financial position, results of operations, cash flows,
financing plans, business strategy, budgets, capital expenditures, competitive
positions, growth opportunities, plans and objectives of management and
statements containing the words such as "anticipate," "believe," "plan,"
"estimate," "expect," "could," "should," "will," "intend," "may" and other
similar expressions, are forward-looking statements. Such forward-looking
statements are inherently uncertain, and stockholders must recognize that actual
results may differ materially from the Company's expectations as a result of a
variety of factors, including, without limitation, those discussed below. Such
forward-looking statements are based on management's current expectations and
include known and unknown risks, uncertainties and other factors, many of which
the Company is unable to predict or control, that may cause the Company's actual
results or performance to differ materially from any future results or
performance expressed or implied by such forward-looking statements. These
statements involve risks, uncertainties and other factors detailed from time to
time in the Company's filings with the Securities and Exchange Commission.
Factors that may affect the plans or results of the Company include, without
limitation, (a) the ability of the Company to operate pursuant to the terms of
its debt obligations and its master lease agreements with Ventas, Inc.; (b) the
Company's ability to meet its rental and debt services obligations; (c) adverse
developments with respect to the Company's liquidity or results of operations;
(d) the ability of the Company to attract and retain key executives and other
healthcare personnel; (e) increased operating costs due to shortages in
qualified nurses and other healthcare professionals; (f) the effects of
healthcare reform and government regulations, interpretation of regulations and
changes in the nature and enforcement of regulations governing the healthcare
industry; (g) changes in the reimbursement rates or methods of payment from
third-party payors, including the Medicare and Medicaid programs and the newly
proposed prospective payment system for long-term acute care hospitals; (h)
national and regional economic conditions, including their effect on the
availability and cost of labor, materials and other services; (i) the Company's
ability to control costs, including labor costs, in response to prospective
payment systems, implementation of the Corporate Integrity Agreement and other
regulatory actions; (j) the ability of the Company to comply with the terms of
its Corporate
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Integrity Agreement; (k) the effect of a restatement of the Company's previously
issued consolidated financial statements; (l) the Company's ability to integrate
operations of acquired facilities; and (m) the increase in the costs of
defending and insuring against alleged patient care liability claims. Many of
these factors are beyond the control of the Company and its management. The
Company cautions investors that any forward-looking statements made by the
Company are not guarantees of future performance. The Company disclaims any
obligation to update any such factors or to announce publicly the results of any
revisions to any of the forward-looking statements to reflect future events or
developments.
A copy of the press release is included as an exhibit to this filing.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit 99.1 Press Release dated April 1, 2002.
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SIGNATURES
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 hereto duly authorized.
KINDRED HEALTHCARE, INC.
Date: April 2, 2002 By: /s/ Richard A. Lechleiter
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Richard A. Lechleiter
Senior Vice President, Chief Financial
Officer and Treasurer
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