UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 14, 2014
KINDRED HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
001-14057 |
61-1323993 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer 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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
As a result of the divestiture of one transitional care (“TC”) hospital in the first quarter of 2014 and three TC hospitals and two nursing centers in the second quarter of 2014, Kindred Healthcare, Inc. (the “Company”) has elected to file this Current Report on Form 8-K to account for such divestitures as discontinued operations for all historical periods presented in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission (the “SEC”) for the fiscal year ended December 31, 2013 (the “Form 10-K”).
The results of operations of these businesses and the losses or impairments associated with these transactions have previously been reclassified as discontinued operations, net of income taxes, in the unaudited condensed consolidated statement of operations for all historical periods presented in the Form 10-Q as filed by the Company for the three months ended March 31, 2014 (the “Q1 10-Q”) and the three months ended June 30, 2014 (the “Q2 10-Q”).
Exhibit 99.1 of this Current Report on Form 8-K includes a recast presentation of the following sections of the Form 10-K to reflect the divestitures referenced above as discontinued operations: Item 6. Selected Financial Data, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Item 8. Financial Statements and Supplementary Data. Except for information and events related to these divestitures, no revisions have been made to the Form 10-K to update for other information, developments or events that have occurred since the Form 10-K was filed on February 28, 2014.
This Current Report on Form 8-K should be read in conjunction with the Form 10-K, the Q1 10-Q, the Q2 10-Q and the Company’s other filings with the SEC. These SEC filings contain important information regarding events, developments and updates affecting the Company and its expectations that have occurred since the filing of the Form 10-K.
Item 9.01. Financial Statements and Exhibits.
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(d) |
Exhibits |
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Exhibit 23.1 |
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Consent of Independent Registered Public Accounting Firm. |
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Exhibit 99.1 |
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Recast Presentation of Items 6, 7 and 8 from the Form 10-K. |
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Exhibit 101.INS |
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XBRL Instance Document. |
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Exhibit 101.SCH |
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XBRL Taxonomy Extension Schema Document. |
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Exhibit 101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase Document. |
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Exhibit 101.DEF |
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XBRL Taxonomy Extension Definition Linkbase Document. |
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Exhibit 101.LAB |
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XBRL Taxonomy Extension Label Linkbase Document. |
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Exhibit 101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase Document. |
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.
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KINDRED HEALTHCARE, INC. |
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Date: November 14, 2014 |
By: |
/s/ Joseph L. Landenwich |
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Joseph L. Landenwich |
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Co-General Counsel and Corporate Secretary |