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): March 19, 2003
_______________________
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. ("Company") has announced that it has
successfully completed certain amendments to its $120 million revolving credit
agreement and its $300 million senior secured note agreement. These amendments
became effective for reporting periods after December 31, 2002.
The amendments provide for changes in the financial covenants in the
agreements for 2003 and 2004 related to minimum levels of operating cash flows,
as defined in the agreements, and certain financial leverage ratios. The
amendments also reduce the levels of minimum net worth for all remaining periods
under the agreements. Changes in the Company's financial covenants were
necessary based upon the impact of recent substantial increases in professional
liability costs in the Company's nursing center business and the effect of
certain reductions in Medicare reimbursement to nursing centers that became
effective on October 1, 2002.
The previous amendments executed in 2002 that allowed the Company to
repurchase its common stock, pay limited dividends and increase annual routine
capital expenditures were rescinded as part of the revised agreements. In
addition, the amount of allowable acquisitions and investments in healthcare
facilities was reduced to $50 million from $130 million. As of December 31,
2002, the Company had expended approximately $30 million in allowable
acquisitions and investments in healthcare facilities. Other material terms of
the agreements, including maturities, repayment terms and interest rates, were
not changed.
The Company was in compliance with the terms of its revolving credit
agreement and senior secured notes at December 31, 2002. Outstanding borrowings
under the senior secured notes agreement approximated $161 million at December
31, 2002. There were no outstanding borrowings under the revolving credit
agreement at December 31, 2002.
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 - Amendment No. 4, dated as of March 19, 2003, under
the $120,000,000 Credit Agreement dated as of April 20, 2001,
among Kindred Healthcare Operating, Inc., the Company, the
Lenders, Swingline Bank and LC Issuing Banks party thereto,
JPMorgan Chase Bank (formerly The Chase
Manhattan Bank, successor-by-merger to Morgan Guaranty Trust
Company of New York), as Administrative and Collateral Agent, and
General Electric Capital Corporation, as Documentation Agent and
Collateral Monitoring Agent.
Exhibit 99.2 - Amendment No. 4, dated as of March 19, 2003, under
the $300,000,000 Credit Agreement dated as of April 20, 2001
among Kindred Healthcare Operating, Inc., the Company, the
Lenders party thereto and JPMorgan Chase Bank (formerly The Chase
Manhattan Bank, successor-by-merger to Morgan Guaranty Trust
Company of New York), as Administrative Agent and Collateral
Agent.
Exhibit 99.3 - Press Release dated March 19, 2003.
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: March 20, 2003 By: /s/ Richard A. Lechleiter
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Richard A. Lechleiter
Senior Vice President, Chief Financial
Officer and Treasurer