UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
KINDRED HEALTHCARE, INC.
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(Name of Issuer)
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Common Stock, par value $0.25 per share
(Title of Class of Securities)
494580 10 3
(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)
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August 14, 2003
(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 (a) [ ]
GROUP (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
2,404,786
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH
2,404,786
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,404,786
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
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 (a) [ ]
GROUP (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
2,128,736
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH
2,128,736
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,128,736
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
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 (a) [ ]
GROUP (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
4,533,522
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH
4,533,522
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,533,522
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%
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 (a) [ ]
GROUP (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
4,533,522
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH
4,533,522
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,533,522
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%
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 (a) [ ]
GROUP (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
4,533,522
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH
4,533,522
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,533,522
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%
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. 4, 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, Amendment No. 2
filed on October 23, 2002 and Amendment No. 3 filed on April 7, 2003, 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"). 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:
Effective May 22, 2003, Mr. Tepper is no longer serving on
the Board of Directors of the Company.
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 17,862,454 shares of Common Stock outstanding as of July 31, 2003 as
disclosed by the Company in its Form 10-Q filed on August 13, 2003 for the
fiscal quarter ended June 30, 2003 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 1,066,335 shares of
Common Stock and Palomino is the beneficial owner of 934,293 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 Mr. Tepper and Mr. Bolin, a former employee of the
Manager, pursuant to the Company's 2001 Stock Option Plan for Non-Employee
Directors, AILP would beneficially own an additional 5,750 shares of Common
Stock and Palomino would beneficially own an additional 5,750 shares of
Common Stock. Each of the Manager, API and Mr. Tepper may be deemed to
beneficially own an aggregate of 4,533,522 shares of Common Stock.
Therefore, as of the date hereof, the beneficial ownership of (i) AILP
constitutes approximately 11.8% of the issued and outstanding shares of
Common Stock, (ii) Palomino constitutes approximately 10.4% of the issued
and outstanding shares of Common Stock and (iii) each of the Manager, API
and Mr. Tepper constitutes approximately 22.2% of the issued and
outstanding shares of Common Stock.
(b) AILP may be deemed to have shared voting and dispositive
power with respect to 2,404,786 shares of Common Stock and Palomino may be
deemed to have shared voting and dispositive power with respect to
2,128,736 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
4,533,522 shares of Common Stock.
(c) On August 14, 2003, AILP sold 237,185 shares of Common
Stock and Palomino sold 207,815 shares of Common Stock in open market
transactions for an average price of approximately $29.68 per share. On
August 15, 2003, AILP sold 4,477 shares of Common Stock and Palomino sold
3,923 shares of Common Stock in open market transactions for a price of
$29.31 per share. On August 18, 2003, AILP sold 15,350 shares of Common
Stock and Palomino sold 13,450 shares of Common Stock in open market
transactions for an average price of approximately $29.52 per share. On
August 18, 2003, AILP purchased 3,944 shares of Common Stock and Palomino
purchased 3,456 shares of Common Stock in open market transactions for a
price of $29.36 per share.
(d) Not applicable.
(e) Not applicable.
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: August 18, 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
----------------------
David A. Tepper