UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
KINDRED HEALTHCARE, INC.
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(Name of Issuer)
Common Stock, par value $0.25 per share
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(Title of Class of Securities)
494580103
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein Sandler PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 421-2600 (973) 597-2424
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 6, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Cusip No. 494580103
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1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e): Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: *
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Shares Beneficially 8) Shared Voting Power: *
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Owned by
Each Reporting 9) Sole Dispositive Power: *
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Person With 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
881,721*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 5.0%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* Cerberus Partners, L.P., a Delaware limited partnership ("Cerberus"), is the
holder of 10,400 shares of common stock (the "Shares") of Kindred Healthcare,
Inc. (the "Company"), Cerberus Institutional Partners, L.P., a Delaware limited
partnership ("Institutional"), is the holder of 181,534 Shares, Cerberus
International, Ltd., a corporation organized under the laws of the Bahamas
("International"), is the holder of 464,686 Shares and various other private
investment funds (the "Funds") own in the aggregate 232,101 Shares. Stephen
Feinberg possesses sole power to vote and direct the disposition of all
securities of the Company owned by each of Cerberus, Institutional,
International and the Funds. Thus, for the purposes of Reg. Section 240.13d-3,
Stephen Feinberg is deemed to beneficially own 888,721 Shares, or 5.0% of those
deemed issued and outstanding. See Item 5 of this Schedule 13D for further
information.
Item 1. Security and Issuer.
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The class of equity securities to which this Schedule 13D relates is
the common stock, par value $0.25 per share (the "Shares"), of Kindred
Healthcare, Inc., a Delaware corporation (the "Company"), whose principal
executive offices are located at 680 South Fourth Street, Louisville, Kentucky
40202.
Item 2. Identity and Background.
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The person filing this statement is Stephen Feinberg, whose business
address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Feinberg
serves as the managing member of Cerberus Associates, L.L.C., the general
partner of Cerberus Partners, L.P., a Delaware limited partnership ("Cerberus"),
and the investment manager for Cerberus Institutional, L.P., a Delaware limited
partnership ("Institutional"), Cerberus International, Ltd., a corporation
organized under the laws of the Bahamas ("International") and various other
private investment funds (the "Funds"). Cerberus, Institutional, International
and the Funds are engaged in the investment in personal property of all kinds,
including but not limited to capital stock, depository receipts, investment
companies, mutual funds, subscriptions, warrants, bonds, notes, debentures,
options and other securities of whatever kind and nature. Mr. Feinberg also
provides investment management and other services for various other third
parties.
Mr. Feinberg has never been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has he been a party
to any civil proceeding commenced before a judicial or administrative body of
competent jurisdiction as a result of which he was or is now subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Feinberg is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration.
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All funds used to purchase or acquire the securities of the Company by
Cerberus, Institutional, International and the Funds came directly from the
assets of Cerberus, Institutional, International and the Funds, respectively.
See Item 5 of this Schedule 13D for further information.
Item 4. Purpose of Transaction.
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The acquisition of the securities referred to herein is for investment
purposes. Mr. Feinberg has no present plans or intentions which relate to or
would result in any of the transactions required to be described in Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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Based upon the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2002, as of October 31, 2002, there were
17,648,857 Shares issued and outstanding. As of November 6, 2002, Cerberus is
the holder of 10,400 Shares, Institutional is the holder of 181,534 Shares,
International is the holder of 464,686 Shares and the Funds in the aggregate
hold 232,101 Shares. Mr. Feinberg possesses sole power to vote and direct the
disposition of all securities of the Company owned by each of Cerberus,
Institutional, International and the Funds. Thus, for the purposes of Reg.
Section 240.13d-3, Stephen Feinberg is deemed to beneficially own 888,721
Shares, or 5.0% of those deemed issued and outstanding.
The following table details the transactions for the sixty days prior
to November 6, 2002, in Shares, or securities convertible into, exercisable for
or exchangeable for Shares, by Mr. Feinberg or any other person or entity
controlled by him or any person or entity for which he possesses voting or
investment control over the securities thereof (each of which were effected in
an ordinary brokerage transaction):
I. Cerberus
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(Purchases)
Date Quantity Price
---- -------- -----
October 29, 2002 9,200 $12.96
October 30, 2002 100 $13.10
November 5, 2002 500 $15.12
November 6, 2002 600 $16.58
(Sales)
NONE
II. Institutional
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(Purchases)
Date Quantity Price
---- -------- -----
October 24, 2002 21,000 $12.67
October 30, 2002 1,700 $13.10
November 5, 2002 8,100 $15.12
November 6, 2002 10,600 $16.58
(Sales)
NONE
III. International
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(Purchases)
Date Quantity Price
---- -------- -----
October 11, 2002 75,000 $11.33
October 24, 2002 53,000 $12.67
October 29, 2002 3,600 $12.96
October 30, 2002 4,200 $13.10
November 5, 2002 21,000 $15.12
November 6, 2002 27,100 $16.58
(Sales)
Date Quantity Price
---- -------- -----
October 11, 2002 75,000 $11.21
IV. The Funds
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(Purchases)
Date Quantity Price
---- -------- -----
October 24, 2002 26,000 $12.67
October 29, 2002 4,500 $12.96
October 30, 2002 2,100 $13.10
November 5, 2002 10,400 $15.12
November 6, 2002 13,600 $16.58
(Sales)
NONE
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
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Not Applicable.
Item 7. Material to be Filed as Exhibits.
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Not Applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
November 12, 2002
/s/ Stephen Feinberg
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Stephen Feinberg, in his capacity
as the managing member of Cerberus
Associates, L.L.C., the general
partner of Cerberus Partners, L.P.,
and the investment manager for
Cerberus Institutional Partners,
L.P., Cerberus International, Ltd.
and the Funds
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).