UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
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)
494580 10 3
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(CUSIP Number)
Kenneth Maiman, Esq.
Appaloosa Management L.P.
26 Main Street, First Floor
Chatham, NJ 07928
(973) 701-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 2, 2003
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule
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 (the "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).
SCHEDULE 13D
CUSIP No. 494580 10 3 PAGE 2 of 10 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Appaloosa Investment Limited Partnership I
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 2,655,353
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH -0-
10. SHARED DISPOSITIVE POWER
2,655,353
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,655,353
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.0%
14. TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 494580 10 3 PAGE 3 of 10 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Palomino Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 2,347,968
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH -0-
10. SHARED DISPOSITIVE POWER
2,347,968
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,347,968
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 494580 10 3 PAGE 4 of 10 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Appaloosa Management L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 5,003,321
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH -0-
10. SHARED DISPOSITIVE POWER
5,003,321
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,003,321
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8%
14. TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 494580 10 3 PAGE 5 of 10 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Appaloosa Partners Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 5,003,321
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH -0-
10. SHARED DISPOSITIVE POWER
5,003,321
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,003,321
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 494580 10 3 PAGE 6 of 10 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David A. Tepper
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 5,003,321
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH -0-
10. SHARED DISPOSITIVE POWER
5,003,321
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,003,321
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8%
14. TYPE OF REPORTING PERSON
IN
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
This Amendment No. 3, filed on behalf of Appaloosa Investment
Limited Partnership I ("AILP"), Palomino Fund Ltd. ("Palomino"), Appaloosa
Management L.P. (the "Manager"), Appaloosa Partners Inc. ("API") and David
A. Tepper ("Mr. Tepper" and, together with AILP, Palomino, the Manager and
API, the "Reporting Persons"), amends and supplements the Schedule 13D
filed on behalf of the Manager, API and Mr. Tepper on April 26, 2001 (as
amended by Amendment No. 1 filed on November 15, 2001 and Amendment No. 2
filed on October 23, 2002, the "Schedule 13D"), relating to the common
stock, par value $0.25 per share (the "Common Stock"), of Kindred
Healthcare, Inc., a Delaware corporation (the "Company"). The Reporting
Persons have entered into a Joint Filing Agreement, dated April 7, 2003, a
copy of which is attached hereto as Schedule II. Capitalized terms used but
not otherwise defined herein shall have the meanings ascribed to such terms
in the Schedule 13D. The Schedule 13D is hereby amended and supplemented as
follows:
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended to add the following:
On or about April 2, 2003, based on information obtained from the
Company, the Company mailed to its stockholders the definitive proxy
statement for its 2003 annual meeting of stockholders (the "2003 Annual
Meeting"). Mr. Tepper is not seeking re-election to the Board of Directors
of the Company and, accordingly, Mr. Tepper is not included in the slate of
persons nominated for election to the Board of Directors of the Company at
the 2003 Annual Meeting. In addition, on March 28, 2003, Mr. Bolin, who is
a nominee for election to the Board of Directors of the Company at the 2003
Annual Meeting, terminated his consulting arrangement with the Manager.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended to reflect that, as of the date hereof:
The percentages set forth in this Item 5 are based on there being
17,648,857 shares of Common Stock outstanding as of January 31, 2003 as
disclosed by the Company in its Form 10-K for the fiscal year ended
December 31, 2002 and are calculated in accordance with Rule 13d-3(d) of
the Securities Exchange Act of 1934, as amended.
(a) AILP is the beneficial owner of 1,319,402 shares of Common
Stock and Palomino is the beneficial owner of 1,156,025 shares of Common
Stock. In addition, (i) upon exercise of the New Warrants, AILP would
beneficially own an additional 1,332,701 shares of Common Stock and
Palomino would beneficially own an additional 1,188,693 shares of Common
Stock and (ii) upon exercise of the vested portion of the non-qualified
stock options granted to each of Mr. Tepper and Mr. Bolin on the
Transaction Date and the January 2002 Transaction Date pursuant to the
Company's 2001 Stock Option Plan for Non-Employee Directors, AILP would
beneficially own an additional 3,250 shares of Common Stock and Palomino
would beneficially own an additional 3,250 shares of Common Stock. Each of
the Manager, API and Mr. Tepper may be deemed to beneficially own an
aggregate of 5,003,321 shares of Common Stock. Therefore, as of the date
hereof, the beneficial ownership of (i) AILP constitutes approximately
14.0% of the issued and outstanding shares of Common Stock, (ii) Palomino
constitutes approximately 12.5% of the issued and outstanding shares of
Common Stock and (iii) each of the Manager, API and Mr. Tepper constitutes
approximately 24.8% of the issued and outstanding shares of Common Stock.
(b) AILP may be deemed to have shared voting and dispositive
power with respect to 2,655,353 shares of Common Stock and Palomino may be
deemed to have shared voting and dispositive power with respect to
2,347,968 shares of Common Stock. Each of the Manager, API and Mr. Tepper
may be deemed to have shared voting and dispositive power with respect to
5,003,321 shares of Common Stock.
(c) Except as described in this Schedule 13D, none of the
Reporting Persons has effected any transactions in the Common Stock during
the sixty days preceding the date of this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended to add the following item at the end
thereof:
11. Schedule II - Joint Filing Agreement, dated April 7, 2003.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: April 7, 2003
APPALOOSA INVESTMENT LIMITED
PARTNERSHIP I
By: APPALOOSA MANAGEMENT L.P.,
Its General Partner
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
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Name: David A. Tepper
Title: President
PALOMINO FUND LTD.
By: APPALOOSA MANAGEMENT L.P.,
Its Investment Adviser
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
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Name: David A. Tepper
Title: President
APPALOOSA MANAGEMENT L.P.
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
-------------------------------
Name: David A. Tepper
Title: President
APPALOOSA PARTNERS INC.
By: /s/ David A. Tepper
------------------------------------
Name: David A. Tepper
Title: President
/s/ David A. Tepper
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David A. Tepper
Schedule II
JOINT FILING AGREEMENT
The undersigned hereby agree that any amendment to the Schedule
13D, relating to the common stock, par value $0.25 per share, of Kindred
Healthcare, Inc., on or after the date as of which this joint filing
agreement is made, is being filed jointly by the undersigned with the
Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended, on behalf of each such person.
Dated: April 7, 2003
APPALOOSA INVESTMENT LIMITED
PARTNERSHIP I
By: APPALOOSA MANAGEMENT L.P.,
Its General Partner
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
--------------------------
Name: David A. Tepper
Title: President
PALOMINO FUND LTD.
By: APPALOOSA MANAGEMENT L.P.,
Its Investment Adviser
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
--------------------------
Name: David A. Tepper
Title: President
APPALOOSA MANAGEMENT L.P.
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
-------------------------------
Name: David A. Tepper
Title: President
APPALOOSA PARTNERS INC.
By: /s/ David A. Tepper
------------------------------------
Name: David A. Tepper
Title: President
/s/ David A. Tepper
----------------------------------------
David A. Tepper