Additional Proxy Soliciting Materials (definitive) (defa14a)
February 21 2018 - 7:37AM
Edgar (US Regulatory)
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): February 21, 2018
KINDRED HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-14057
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61-1323993
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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680 South Fourth Street
Louisville, Kentucky
(Address of principal executive offices)
40202
(Zip Code)
Registrants 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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 7.01.
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Regulation FD Disclosure.
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As previously announced, on December 19, 2017, Kindred Healthcare, Inc.
(Kindred or the Company) entered into an Agreement and Plan of Merger (the Merger Agreement) with Kentucky Hospital Holdings, LLC, a Delaware limited liability company, Kentucky Homecare Holdings, Inc., a Delaware
corporation, and Kentucky Homecare Merger Sub, Inc. On February 21, 2018, Kindred made available an investor presentation regarding the transactions contemplated by the Merger Agreement (the Investor Presentation) and issued a
letter to its stockholders encouraging them to vote FOR the merger proposal at the Companys Special Meeting of Stockholders on March 29, 2018 (the Stockholder Letter). A copy of the Investor Presentation is attached hereto as
Exhibit 99.1, and a copy of the Stockholder Letter is attached hereto as Exhibit 99.2. Exhibit 99.1 and Exhibit 99.2 are being furnished under Item 7.01 and shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of such section, nor shall this information be deemed incorporated by reference into any filing made by the Company under the Securities Act of
1933, as amended (the Securities Act), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
On February 21, 2018, Kindred made available the Investor Presentation and issued
the Stockholder Letter to its stockholders.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits
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Forward Looking Statements
Certain statements contained
herein includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are often identified by words such as
anticipate, approximate, believe, plan, estimate, expect, project, could, would, should, will, intend,
hope, may, potential, upside, seek, continue and other similar expressions.
Such
forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from the Companys expectations as a result of a variety of factors. Such
forward-looking statements are based upon managements 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 Companys
actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. Risks and uncertainties related to the proposed transactions include, but are not
limited to, the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the failure of the parties to satisfy conditions to completion of the proposed merger, including the failure of
the Companys stockholders to approve the proposed merger or the failure of the parties to obtain required regulatory approvals; the risk that regulatory or other approvals are delayed or are subject to terms and conditions that are not
anticipated; changes in the business or operating prospects of the Company or its businesses; changes in health care and other laws and regulations; the impact of the announcement of, or failure to complete, the proposed merger on our relationships
with employees, customers, vendors and other business partners; and potential or actual litigation. In addition, these statements involve risks, uncertainties, and other factors detailed from time to time in the Companys Annual Report on
Form 10-K,
Quarterly Reports on
Form 10-Q
and Current Reports on
Form 8-K
filed with the Securities and Exchange
Commission (the SEC).
Many of these factors are beyond the Companys control. 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.
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Additional Information and Where to Find It
The Company has filed with the SEC and will mail to its stockholders a definitive proxy statement in connection with the proposed merger. We urge investors and
security holders to read the proxy statement because it contains important information regarding the proposed merger. You may obtain a free copy of the proxy statement and other related documents filed by the Company with the SEC at the SECs
website at www.sec.gov. You also may obtain the proxy statement and other documents filed by the Company with the SEC relating to the proposed merger for free by accessing the Companys website at www.kindredhealthcare.com by clicking on the
link for Investors, then clicking on the link for SEC Filings.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Companys stockholders in
connection with the proposed merger. Information about Kindreds directors and executive officers, including information regarding the interests of these directors and executive officers in the proposed merger, is included in Kindreds
definitive proxy statement, which was filed with the SEC on February 21, 2018. You can obtain a free copy of this document from the Company using the contact information above.
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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
hereunto duly authorized.
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Kindred Healthcare, Inc.
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February 21, 2018
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By:
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/s/ Joseph L. Landenwich
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Name:
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Joseph L. Landenwich
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Title:
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General Counsel and Corporate Secretary
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