SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Kindred Healthcare, Inc.
(Name of Issuer)
Common Stock, par value $0.25
(Title of Class of Securities)
494580103
(CUSIP Number)
David Winters
Franklin Mutual Advisers, LLC
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
973.912.2042
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 9, 2002
(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-l(e) 13d-1(f) or 13d-1(g) or (4), check the
following box [ ].
*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 the
disclosures provided in a prior cover page.
The information required in 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).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Mutual Advisers, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
5,047,831(See Item 5)
8. SHARED VOTING POWER
None (See Item 5)
9. SOLE DISPOSITIVE POWER
5,047,831(See Item 5)
10. SHARED DISPOSITIVE POWER
None (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,047,831
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
28.7%
14. TYPE OF REPORTING PERSON IA
This Amendment No. 2 relates to the Schedule 13D originally filed on behalf of
Franklin Mutual Advisers, LLC (FMA) with the Securities and Exchange Commission
on April 30, 2001 (as amended November 14, 2001, the Schedule 13D). Item 5 of
the Schedule 13D is hereby amended as follows:
Item 5. Interest in Securities of the Issuer
(a-b) The securities reported on herein are beneficially owned by one or more
open-end investment companies or other managed accounts of FMA. FMAs advisory
contracts with its clients grant to FMA sole voting and investment discretion
over the securities owned by its advisory clients. Therefore, FMA may be deemed
to be, for purposes of Rule 13d-3 under the Act, the beneficial owner of
5,047,831 shares of Common Stock (consisting of 3,086,986 shares of Common
Stock, 560,242 Series A warrants, and 1,400,603 Series B warrants), representing
approximately 28.7% of the outstanding shares of Common Stock.
FMA is an indirect wholly owned subsidiary of Franklin Resources, Inc. (FRI).
Beneficial ownership by investment advisory subsidiaries and other affiliates of
FRI is being reported in conformity with the guidelines articulated by the SEC
staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such
as FRI, where related entities exercise voting and investment powers over the
securities being reported independently from each other. The voting and
investment powers held by FMA are exercised independently from FRI, and from all
other investment advisor subsidiaries of FRI (FRI, its affiliates and investment
advisor subsidiaries other than FMA are collectively referred to herein as FRI
affiliates). Furthermore, FMA and FRI internal policies and procedures establish
informational barriers that prevent the flow between FMA and the FRI affiliates
of information that relates to the voting and investment powers over the
securities owned by their respective advisory clients. Consequently, FMA and the
FRI affiliates are each reporting the securities over which they hold investment
and voting power separately from each other.
Charles B. Johnson and Rupert H. Johnson, Jr. (the Principal Shareholders) each
own in excess of 10% of the outstanding Common Stock of FRI and are the
principal shareholders of FRI. However, FMA exercises voting and investment
powers on behalf of its advisory clients independently of FRI, the Principal
Shareholders, and their respective affiliates. Consequently, beneficial
ownership of the securities being reported by FMA is not attributed to FRI, the
Principal Shareholders, and their respective affiliates other than FMA. FMA
disclaims any economic interest or beneficial ownership in any of the securities
covered by this statement.
Furthermore, FRI, the Principal Shareholders, and their respective affiliates
including FMA, are of the view that they are not acting as a "group" for
purposes of Section 13(d) under the Act and that they are not otherwise required
to attribute to each other the "beneficial ownership" of securities held by any
of them or by any persons or entities advised by FRI subsidiaries.
(c) There was one transaction in the shares of the Common Stock within the past
sixty days an acquisition of 24,650 common shares on January 9, 2002 in
connection with a dividend distribution to holders of Ventas, Inc. common stock.
(d) No person other than the respective advisory clients of FMA have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
of the sale of the securities being reported herein. Mutual Shares Fund and
Mutual Beacon Fund, each a series of Franklin Mutual Series Fund Inc., an
investment company registered under the Investment Company Act of 1940, have an
in interest in more than five percent of the class of securities being reported
herein.
(e) Not applicable.
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.
February 5, 2002
Franklin Mutual Advisers, LLC
By: Franklin/Templeton Distributors, Inc.
Its Managing Member
/s/Leslie M. Kratter
LESLIE M. KRATTER
Secretary