As filed with the Securities and Exchange Commission on June 26, 2001
Registration No. 333-64897
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KINDRED HEALTHCARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 61-1323993
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
680 South Fourth Street
Louisville, KY 40202-2412
(Address of Registrant's Principal Executive Offices)
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Vencor Retirement Savings Plan
(Full Title of the Plan)
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M. Suzanne Riedman, Esq.
Senior Vice President and General Counsel
Kindred Healthcare, Inc.
680 South Fourth Street
Louisville, KY 40202-2412
(502) 596-7300
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
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with copies of all correspondence to:
Arthur H. Kohn, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
(212) 225-2466
DEREGISTRATION OF SHARES
Kindred Healthcare, Inc. (formerly Vencor, Inc. and formerly Vencor
Healthcare, Inc.), a Delaware corporation (the "Company"), has previously filed
two Registration Statements on Form S-8, Registration No. 333-51359, filed with
the Securities and Exchange Commission (the "Commission") on April 29, 1998 (the
"April 1998 Registration Statement"), and Registration No. 333-64897, filed with
the Commission on September 30, 1998 (the "September 1998 Registration
Statement"), to register, in the aggregate, 6,500,000 shares of the Company's
former common stock, par value $0.25 per share (the "Shares"), for issuance
pursuant to the Company's Retirement Savings Plan (the "Plan"). As of the date
this Post-Effective Amendment is filed, 2,229,618 Shares have been issued under
the Plan: all Shares registered on the April 1998 Registration Statement
(1,500,000 Shares) have been issued, and 729,618 Shares registered on the
September 1998 Registration Statement have been issued.
On September 13, 1999, the Company and substantially all of its
subsidiaries filed voluntary petitions for protection under Chapter 11 of Title
11 of the United States Code in the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court"). On March 1, 2001, the Bankruptcy
Court approved the Company's fourth amended plan of reorganization filed with
the Bankruptcy Court on December 14, 2000, as modified at the confirmation
hearing (the "Amended Plan"). The order confirming the Amended Plan was signed
on March 16, 2001 and entered on the docket of the Bankruptcy Court on March 19,
2001. The Amended Plan became effective on April 20, 2001. In connection with
its emergence, the Company also changed its name to Kindred Healthcare, Inc.
In connection with the bankruptcy, all Shares were cancelled under the
terms of the Amended Plan. In addition, the Company ceased offering the Shares
as an investment alternative under the Plan during 1999. Pursuant to the
Company's undertaking in the September 1998 Registration Statement, this Post-
Effective Amendment is being filed by the Company to deregister 4,270,382
Shares, which constitute all of the securities registered pursuant to the
September 1998 Registration Statement but remaining unissued under the Plan as
of the date this Post-Effective Amendment is filed.
Two other retirement plans maintained by the Company - the TheraTx
Retirement Savings Plan (the "TheraTx Plan") and the THC Retirement Savings Plan
(the "THC Plan") were merged into the Plan on December 31, 1999. All remaining
unissued Shares under the TheraTx Plan and the THC Plan are being deregistered
separately on post-effective amendments to Registration Nos. 333-61387 and 333-
63185, respectively.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 (the
"Securities Act"), the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing this Post-Effective
Amendment to the September 1998 Registration Statement on Form S-8 and has duly
caused this Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Louisville, Kentucky, on
the 26th day of June, 2001.
KINDRED HEALTHCARE, INC.
/s/ Richard A. Lechleiter
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By: Richard A. Lechleiter
Vice President, Finance, Corporate
Controller and Treasurer
Pursuant to the requirements of the Securities Act, this Post-
Effective Amendment has been signed by each of the following persons in the
capacities indicated, on the 26th day of June, 2001.
Signature Title
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/s/ Edward L. Kuntz
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Edward L. Kuntz Chairman of the Board, Chief Executive Officer and President
(Principal Executive Officer)
/s/ James Bolin
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James Bolin Director
/s/ Garry N. Garrison
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Garry N. Garrison Director
/s/ Isaac Kaufman
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Isaac Kaufman Director
/s/ John H. Klein
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John H. Klein Director
/s/ David Tepper
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David Tepper Director
/s/ Richard A. Schweinhart
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Richard A. Schweinhart Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Richard A. Lechleiter
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Richard A. Lechleiter Vice President, Finance, Corporate Controller and Treasurer
(Principal Accounting Officer)