Statistiques de base
CIK | 1096142 |
SEC Filings
SEC Filings (Chronological Order)
September 29, 2015 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-206995 PROSPECTUS Kindred Healthcare, Inc. Offer to Exchange any and all of our outstanding unregistered 8.00% Senior Notes due 2020 for $750,000,000 aggregate principal amount of our new 8.00% Senior Notes due 2020 that have been registered under the Securities Act of 1933, as amended (the ?Securities Act?) Offer to Exchange |
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September 24, 2015 |
September 24, 2015 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Lahdan Rahmati, Esq. Re: Kindred Healthcare, Inc. Registration Statement on Form S-4 (File No. 333-206995) Dear Ms. Rahmati: With respect to the above-referenced registration statement (the ?Registration Statement?), and pursuant to Rule 461 of Regulation C promulgated under the Securiti |
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September 17, 2015 |
EX-10.44 4 d941734dex1044.htm EX-10.44 Exhibit 10.44 LEASE SEVERANCE AND AMENDMENT AGREEMENT BY AND AMONG KINDRED HEALTHCARE, INC. (f/k/a Vencor, Inc.), KINDRED HEALTHCARE OPERATING, INC. (f/k/a Vencor Operating, Inc.), VENTAS REALTY, LIMITED PARTNERSHIP, CCP WIND RIVER 0482 LLC AND CCP CHEYENNE 0441 LLC LEASE SEVERANCE AND AMENDMENT AGREEMENT THIS LEASE SEVERANCE AND AMENDMENT AGREEMENT (hereinaf |
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September 17, 2015 |
EX-10.50 5 d941734dex1050.htm EX-10.50 Exhibit 10.50 LEASE SEVERANCE AND AMENDMENT AGREEMENT BY AND AMONG KINDRED HEALTHCARE, INC. (f/k/a Vencor, Inc.), KINDRED HEALTHCARE OPERATING, INC. (f/k/a Vencor Operating, Inc.), VENTAS REALTY, LIMITED PARTNERSHIP AND CCP RAWLINS 0481 LLC LEASE SEVERANCE AND AMENDMENT AGREEMENT THIS LEASE SEVERANCE AND AMENDMENT AGREEMENT (hereinafter, this “Agreement” ) is |
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September 17, 2015 |
EX-25.1 11 d941734dex251.htm EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in i |
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September 17, 2015 |
EX-21.1 7 d941734dex211.htm EX-21.1 Exhibit 21.1 List of Subsidiaries Cornerstone Insurance Company, a Cayman Islands corporation Kindred Healthcare Operating, Inc., a Delaware corporation Homestead Health and Rehabilitation Center, L.L.C., a Delaware limited liability company Kindred Development 27, L.L.C., a Delaware limited liability company Kindred Development 29, L.L.C., a Delaware limited li |
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September 17, 2015 |
As filed with the Securities and Exchange Commission on September 17, 2015 Table of Contents As filed with the Securities and Exchange Commission on September 17, 2015 Registration No. |
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September 17, 2015 |
Exhibit 12.1 Kindred Healthcare, Inc. Statement of Computation of Ratio of Earnings to Fixed Charges (In thousands, except statistics) Year Ended December 31, Six Months ended June 30, 2015 2010 2011 2012 2013 2014 COMPUTATION OF FIXED CHARGES: Interest expensed and capitalized in continuing operations, including amortization of debt discounts and fees $ 8,270 $ 82,355 $ 110,235 $ 108,082 $ 168,78 |
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February 13, 2015 |
Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-15669 GENTIVA HEALTH SERVICES, INC. (Exact name of registrant a |
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February 10, 2015 |
GTIV / Gentiva Health Services Inc / VANGUARD GROUP INC Passive Investment gentivahealthservicesinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Gentiva Health Services Inc Title of Class of Securities: Common Stock CUSIP Number: 37247A102 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the |
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February 5, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* GENTIVA HEALTH SERVICES (Name of Issuer) Common Stock (Title of Class of Securities) 37247A102 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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February 5, 2015 |
GTIV / Gentiva Health Services Inc / Kindred Healthcare, Inc - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* GENTIVA HEALTH SERVICES, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 37247A102 (CUSIP Number) Kindred Healthcare, Inc. Joseph L. Landenwich Co-General Counsel and Corporate Secretary 680 South Fo |
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February 5, 2015 |
EX-99.1 2 a67332exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 5, 2015 is by and among North Tide Capital Master, LP, North Tide Capital, LLC and Conan Laughlin, an individual (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file |
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February 5, 2015 |
GTIV / Gentiva Health Services Inc / North Tide Capital Master, LP Passive Investment SC 13G 1 a67332sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number:3235-0145 Expires: February 28, 2009 Estimated average burden hours per response… 10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GENTIVA HEALTH SERVICES, INC. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 37247A102 ( |
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February 3, 2015 |
BYLAWS KINDRED HEALTHCARE DEVELOPMENT 2, INC. ARTICLE I EX-3.2 Exhibit 3.2 BYLAWS OF KINDRED HEALTHCARE DEVELOPMENT 2, INC. ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office shall be established and maintained at the office of The Corporation Trust Company, in the City of Wilmington, in the County of New Castle, in the State of Delaware, and said corporation shall be the registered agent of this corporation in charge thereof. SECTIO |
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February 3, 2015 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION GENTIVA HEALTH SERVICES, INC. ARTICLE ONE EX-3.1 2 d864367dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GENTIVA HEALTH SERVICES, INC. ARTICLE ONE The name of the corporation is Gentiva Health Services, Inc. (the “Corporation”). ARTICLE TWO The registered office of the Company in the State of Delaware is located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the name of the reg |
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February 3, 2015 |
EX-3.3 4 d864367dex33.htm EX-3.3 Exhibit 3.3 CERTIFICATE OF MERGER OF KINDRED HEALTHCARE DEVELOPMENT 2, INC. (a Delaware corporation) with and into GENTIVA HEALTH SERVICES, INC. (a Delaware corporation) Pursuant to the provisions of Section 251(c) of the Delaware General Corporation Law (the “DGCL”), Gentiva Health Services, Inc., a Delaware corporation (“Gentiva”), hereby certifies the following |
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February 3, 2015 |
8-K 1 d864367d8k.htm 8-K 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 2, 2015 GENTIVA HEALTH SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 1-15669 36-4335801 (State or other jurisdiction |
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February 2, 2015 |
GTIV / Gentiva Health Services Inc POS AM - - POS AM POS AM Registration Statement No. 333-192356 Registration Statement No. 333-134508 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-192356 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-134508 GENTIVA HEALTH SERVICES, INC. |
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February 2, 2015 |
GTIV / Gentiva Health Services Inc S-8 POS - - S-8 POS S-8 POS Registration Statement No. 333-188820 Registration Statement No. 333-181788 Registration Statement No. 333-174930 Registration Statement No. 333-167127 Registration Statement No. 333-161390 Registration Statement No. 333-143116 Registration Statement No. 333-129116 Registration Statement No. 333-115725 Registration Statement No. 333-88663 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WA |
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February 2, 2015 |
GTIV / Gentiva Health Services Inc S-8 POS - - S-8 POS S-8 POS Registration Statement No. 333-188820 Registration Statement No. 333-181788 Registration Statement No. 333-174930 Registration Statement No. 333-167127 Registration Statement No. 333-161390 Registration Statement No. 333-143116 Registration Statement No. 333-129116 Registration Statement No. 333-115725 Registration Statement No. 333-88663 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WA |
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February 2, 2015 |
GTIV / Gentiva Health Services Inc POS AM - - POS AM POS AM 1 d863840dposam.htm POS AM Registration Statement No. 333-192356 Registration Statement No. 333-134508 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-192356 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-134508 GE |
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February 2, 2015 |
GTIV / Gentiva Health Services Inc S-8 POS - - S-8 POS S-8 POS 1 d863837ds8pos.htm S-8 POS Registration Statement No. 333-188820 Registration Statement No. 333-181788 Registration Statement No. 333-174930 Registration Statement No. 333-167127 Registration Statement No. 333-161390 Registration Statement No. 333-143116 Registration Statement No. 333-129116 Registration Statement No. 333-115725 Registration Statement No. 333-88663 UNITED STATES SECURITIE |
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February 2, 2015 |
POS AM Registration Statement No. 333-170166 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 to Form S-4 Registration Statement No. 333-170166 GENTIVA HEALTH SERVICES, INC. Guarantors listed on “Table of Subsidiary Guarantors” on the following page. (Exact name of registrant as specified in |
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February 2, 2015 |
GTIV / Gentiva Health Services Inc S-8 POS - - S-8 POS S-8 POS 1 d863837ds8pos.htm S-8 POS Registration Statement No. 333-188820 Registration Statement No. 333-181788 Registration Statement No. 333-174930 Registration Statement No. 333-167127 Registration Statement No. 333-161390 Registration Statement No. 333-143116 Registration Statement No. 333-129116 Registration Statement No. 333-115725 Registration Statement No. 333-88663 UNITED STATES SECURITIE |
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February 2, 2015 |
POS AM Registration Statement No. 333-192154 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-192154 GENTIVA HEALTH SERVICES, INC. Subsidiary Guarantors Listed on Schedule A hereto (Exact name of registrant as specified in its charter) Delaware 36-4 |
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February 2, 2015 |
GTIV / Gentiva Health Services Inc S-8 POS - - S-8 POS S-8 POS Registration Statement No. 333-188820 Registration Statement No. 333-181788 Registration Statement No. 333-174930 Registration Statement No. 333-167127 Registration Statement No. 333-161390 Registration Statement No. 333-143116 Registration Statement No. 333-129116 Registration Statement No. 333-115725 Registration Statement No. 333-88663 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WA |
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February 2, 2015 |
GTIV / Gentiva Health Services Inc S-8 POS - - S-8 POS S-8 POS Registration Statement No. 333-188820 Registration Statement No. 333-181788 Registration Statement No. 333-174930 Registration Statement No. 333-167127 Registration Statement No. 333-161390 Registration Statement No. 333-143116 Registration Statement No. 333-129116 Registration Statement No. 333-115725 Registration Statement No. 333-88663 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WA |
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February 2, 2015 |
GTIV / Gentiva Health Services Inc S-8 POS - - S-8 POS S-8 POS 1 d863837ds8pos.htm S-8 POS Registration Statement No. 333-188820 Registration Statement No. 333-181788 Registration Statement No. 333-174930 Registration Statement No. 333-167127 Registration Statement No. 333-161390 Registration Statement No. 333-143116 Registration Statement No. 333-129116 Registration Statement No. 333-115725 Registration Statement No. 333-88663 UNITED STATES SECURITIE |
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February 2, 2015 |
GTIV / Gentiva Health Services Inc S-8 POS - - S-8 POS S-8 POS Registration Statement No. 333-188820 Registration Statement No. 333-181788 Registration Statement No. 333-174930 Registration Statement No. 333-167127 Registration Statement No. 333-161390 Registration Statement No. 333-143116 Registration Statement No. 333-129116 Registration Statement No. 333-115725 Registration Statement No. 333-88663 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WA |
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February 2, 2015 |
GTIV / Gentiva Health Services Inc S-8 POS - - S-8 POS S-8 POS Registration Statement No. 333-188820 Registration Statement No. 333-181788 Registration Statement No. 333-174930 Registration Statement No. 333-167127 Registration Statement No. 333-161390 Registration Statement No. 333-143116 Registration Statement No. 333-129116 Registration Statement No. 333-115725 Registration Statement No. 333-88663 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WA |
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January 23, 2015 |
GENTIVA HEALTH SERVICES STOCKHOLDERS APPROVE COMBINATION WITH KINDRED HEALTHCARE EX-99.1 Exhibit 99.1 GENTIVA HEALTH SERVICES STOCKHOLDERS APPROVE COMBINATION WITH KINDRED HEALTHCARE ATLANTA – January 22, 2015 – Gentiva Health Services, Inc. (NASDAQ:GTIV) (“Gentiva” or the “Company”) today announced that all proposals necessary for the combination with Kindred Healthcare, Inc. (NYSE:KND) (“Kindred”) were approved by Gentiva’s stockholders at the Company’s Special Meeting of St |
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January 23, 2015 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders Form 8-K 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): January 22, 2015 GENTIVA HEALTH SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 1-15669 36-4335801 (State or other jurisdiction of incorporatio |
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January 22, 2015 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. |
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January 20, 2015 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. |
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January 15, 2015 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. |
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January 15, 2015 |
GTIV / Gentiva Health Services Inc 425 - Merger Prospectus - FORM 8-K FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 15, 2015 GENTIVA HEALTH SERVICES, INC. |
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January 15, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 15, 2015 GENTIVA HEALTH SERVICES, INC. |
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January 15, 2015 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 8-K 8-K 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): January 15, 2015 KINDRED HEALTHCARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-14057 61-1323993 (State or other jurisdiction of incorporation or org |
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January 13, 2015 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. |
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January 7, 2015 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. |
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December 19, 2014 |
GTIV / Gentiva Health Services Inc DEFM14A - - DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Defi |
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December 18, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. |
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December 18, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. |
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December 8, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. |
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November 20, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. |
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November 14, 2014 |
Subsidiaries of Gentiva Health Services, Inc. EX-21.1 3 exhibit211x10-kaxsubsidia.htm LIST OF SUBSIDIARIES OF COMPANY Exhibit 21.1 Subsidiaries of Gentiva Health Services, Inc. Subsidiary Jurisdiction of Incorporation or Organization ABC Hospice, LLC Texas Access Home Health of Florida, LLC Delaware Alpine Home Health Care, LLC Colorado Alpine Home Health II, Inc. Colorado Alpine Home Health, Inc. Mississippi Alpine Resource Group, Inc. Color |
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November 14, 2014 |
GTIV / Gentiva Health Services Inc 10-K/A - Annual Report - 10-K/A 10-K/A 1 gtiv-2013x10xka.htm 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 Commission File No. 1-15669 Gentiva Health Services, Inc. (Exact name of registrant as specified in its charter) DELAWARE 36-4335801 |
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November 14, 2014 |
Exhibit 4.5 SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 15, 2013, by and among the guaranteeing subsidiaries named on the signature pages hereto (collectively, the “Guaranteeing Subsidiaries”, and each a “Guaranteeing Subsidiary”), each of which is a subsidiary of Gentiva Health Services, Inc., a Delaware corporation (the “Company”), the Company and The Bank |
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November 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-15669 Gentiva Health Service |
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November 14, 2014 |
GTIV / Gentiva Health Services Inc 10-Q/A - Quarterly Report - 10-Q/A 10-Q/A 1 gtiv-20140331x10qa.htm 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from |
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November 12, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. |
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November 12, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. |
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November 10, 2014 |
GTIV / Gentiva Health Services Inc NT 10-Q - - NT 10-Q NT 10-Q SEC FILE NUMBER 001-15669 CUSIP NUMBER 37247A102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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November 6, 2014 |
KINDRED HEALTHCARE BOARD OF DIRECTORS DECLARES QUARTERLY CASH DIVIDEND OF $0.12 PER SHARE EX-99.2 EXHIBIT 99.2 Contact: Stephen Farber Executive Vice President, Chief Financial Officer (502) 596-2525 KINDRED HEALTHCARE BOARD OF DIRECTORS DECLARES QUARTERLY CASH DIVIDEND OF $0.12 PER SHARE LOUISVILLE, Ky. (November 5, 2014) – Kindred Healthcare, Inc. (“Kindred” or the “Company”) (NYSE:KND) today announced that its Board of Directors approved the payment of the regular quarterly cash div |
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November 6, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 8-K 8-K 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): November 5, 2014 KINDRED HEALTHCARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-14057 61-1323993 (State or other jurisdiction of incorporation or org |
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November 6, 2014 |
EX-99.3 Kindred Healthcare Third Quarter Investor Update November 6, 2014 Exhibit 99.3 Forward-Looking Statements 2 This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regardin |
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November 6, 2014 |
EX-99.1 EXHIBIT 99.1 Contact: Stephen Farber Executive Vice President, Chief Financial Officer (502) 596-2525 KINDRED HEALTHCARE ANNOUNCES THIRD QUARTER 2014 RESULTS Core Diluted EPS from Continuing Operations of $0.11(1) Including Impact of New Share Count Solid Year Continues with 6% Growth in Consolidated Revenues and 7% Growth in Core Operating Income GAAP EPS from Continuing Operations Totale |
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November 6, 2014 |
8-K 1 d818302d8k.htm FORM 8-K 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): November 5, 2014 GENTIVA HEALTH SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 1-15669 36-4335801 (State or other jurisdi |
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November 6, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. |
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November 6, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. |
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November 6, 2014 |
EX-99.1 Exhibit 99.1 Press Release Financial and Investor Contact: Eric Slusser 770-951-6101 [email protected] or John Mongelli 770-951-6496 [email protected] Media Contact: Tom Davies Nathan Riggs Kekst and Company 212-521-4873 212-521-4804 Gentiva® Health Services Reports Third Quarter 2014 Revenue and Adjusted EBITDA Results Net revenues of $498.0 million; Adjusted EBITDA of $48. |
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November 6, 2014 |
KINDRED NAMES DAVID CAUSBY AS PRESIDENT-ELECT OF KINDRED AT HOME EX-99.1 2 d818204dex991.htm EX-99.1 Exhibit 99.1 Contact: Susan E. Moss Senior Vice President, Marketing and Communications (502) 596-7296 KINDRED NAMES DAVID CAUSBY AS PRESIDENT-ELECT OF KINDRED AT HOME LOUISVILLE, Ky. (November 5, 2014) – Kindred Healthcare, Inc. (“Kindred” or the “Company”) (NYSE:KND) today announced that upon closing of the Company’s previously announced acquisition of Gentiva |
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November 6, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 8-K 8-K 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): November 6, 2014 KINDRED HEALTHCARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-14057 61-1323993 (State or other jurisdiction of incorporation or org |
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November 6, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. |
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October 30, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 1 d813534d425.htm 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. (Commission File No. 001-14057) Subject Company: Gentiva Health Services, Inc. (Commission File No. 001-15669) Everybody’s Business October 30, 2014 DEAR FRIENDS AND COLLEAGUES, I am excited to share wi |
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October 27, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. |
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October 16, 2014 |
GTIV / Gentiva Health Services Inc / Kindred Healthcare, Inc - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GENTIVA HEALTH SERVICES, INC. (Name of Issuer) Common Stock, $0.10 par value per share (Title of Class of Securities) 37247A102 (CUSIP Number) Kindred Healthcare, Inc. Joseph L. Landenwich Co-General Counsel and Corporate Secretary 680 South Fourth |
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October 16, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. |
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October 14, 2014 |
CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 EX-10.1 3 d802921dex101.htm EX-10.1 EXHIBIT 10.1 CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 JPMORGAN CHASE BANK, N.A. 270 Park Avenue New York, New York 10017 J.P. MORGAN SECURITIES LLC 383 Madison Avenue New York, New York 10179 October 9, 2014 Kindred Healthcare, Inc. 680 South Fourth Street Louisville, Kentucky 40202 Attention: Stephen Farber Project Falcon Comm |
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October 14, 2014 |
EX-4.1 Exhibit 4.1 AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of October 9, 2014, is entered into by and between Gentiva Health Services, Inc., a Delaware corporation, (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”), pursuant to Section 26 of the Rights Agreement, da |
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October 14, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. |
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October 14, 2014 |
EX-4.1 3 d803856dex41.htm EX-4.1 Exhibit 4.1 AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of October 9, 2014, is entered into by and between Gentiva Health Services, Inc., a Delaware corporation, (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”), pursuant to Section 26 o |
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October 14, 2014 |
EX-99.1 Exhibit 99.1 KINDRED AND GENTIVA REACH DEFINITIVE AGREEMENT CREATING NATION-WIDE INTEGRATED CARE DELIVERY SYSTEM PREFERRED BY CONSUMERS AND PAYORS Combination Will Help Transform the American Healthcare Delivery System by Providing Patient-Centered, Coordinated Care at Home and Across the Continuum of Care Combined Company Will Have Pro Forma Annual Revenues of Approximately $7.1 Billion1 |
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October 14, 2014 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among GENTIVA HEALTH SERVICES, INC. and KINDRED HEALTHCARE, INC. and KINDRED HEALTHCARE DEVELOPMENT 2, INC. dated as of October 9, 2014 TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.01 The Merger 2 Section 1.02 Closing 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 2 Section 1.05 Certificate of Incorporation; By-laws 3 Sectio |
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October 14, 2014 |
GTIV / Gentiva Health Services Inc 425 - Merger Prospectus - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 9, 2014 GENTIVA HEALTH SERVICES, INC. |
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October 14, 2014 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 9, 2014 GENTIVA HEALTH SERVICES, INC. |
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October 14, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 1 d804527d425.htm 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. (Commission File No. 001-14057) Subject Company: Gentiva Health Services, Inc. (Commission File No. 001-15669) The following communication was made available by a post on Facebook: Facebook Post: Kindre |
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October 14, 2014 |
EX-99.1 Exhibit 99.1 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made and entered into as of October 9, 2014, by and between Kindred Healthcare, Inc., a Delaware corporation (“Parent”) and each person and entity listed on Schedule A hereto (each, a “Stockholder”). WHEREAS, Parent, Gentiva Health Services, Inc., a Delaware corporation (the “Company”) and Kin |
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October 14, 2014 |
GTIV / Gentiva Health Services Inc 8-A12B/A - - FORM 8-A/A FORM 8-A/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 GENTIVA HEALTH SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 1-15669 36-4335801 (State or other jurisdiction of incorporation) (Commission File Number) |
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October 14, 2014 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among GENTIVA HEALTH SERVICES, INC. and KINDRED HEALTHCARE, INC. and KINDRED HEALTHCARE DEVELOPMENT 2, INC. dated as of October 9, 2014 TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.01 The Merger 2 Section 1.02 Closing 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 2 Section 1.05 Certificate of Incorporation; By-laws 3 Sectio |
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October 14, 2014 |
EX-2.1 2 d803856dex21.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among GENTIVA HEALTH SERVICES, INC. and KINDRED HEALTHCARE, INC. and KINDRED HEALTHCARE DEVELOPMENT 2, INC. dated as of October 9, 2014 TABLE OF CONTENTS ARTICLE I THE MERGER 2 Section 1.01 The Merger 2 Section 1.02 Closing 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 2 Section 1.05 Certificate of Incor |
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October 14, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 8-K 8-K 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): October 9, 2014 KINDRED HEALTHCARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-14057 61-1323993 (State or other jurisdiction of incorporation or orga |
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October 14, 2014 |
EX-99.1 Exhibit 99.1 KINDRED AND GENTIVA REACH DEFINITIVE AGREEMENT CREATING NATION-WIDE INTEGRATED CARE DELIVERY SYSTEM PREFERRED BY CONSUMERS AND PAYORS Combination Will Help Transform the American Healthcare Delivery System by Providing Patient-Centered, Coordinated Care at Home and Across the Continuum of Care Combined Company Will Have Pro Forma Annual Revenues of Approximately $7.1 Billion1 |
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October 10, 2014 |
GTIV / Gentiva Health Services Inc / WELLS FARGO & COMPANY/MN Passive Investment SC 13G/A 1 wfgentivahea-37247a102x.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7) GENTIVA HEALTH SERVICES INC (Name of Issuer) COM (Title of Class of Securities) 37247A102 (CUSIP Number) September 30, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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October 10, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 1 d803159d425.htm 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. (Commission File No. 001-14057) Subject Company: Gentiva Health Services, Inc. (Commission File No. 001-15669) Kindred Healthcare gentiva & Reach Definitive Agreement Creating Nation-Wide Integrated Car |
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October 10, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 1 d803011d425.htm 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. (Commission File No. 001-14057) Subject Company: Gentiva Health Services, Inc. (Commission File No. 001-15669) THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT KND - Kindred Healthcare and Gentiva Reach D |
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October 10, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. |
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October 9, 2014 |
EX-99.1 Exhibit 99.1 KINDRED AND GENTIVA REACH DEFINITIVE AGREEMENT CREATING NATION-WIDE INTEGRATED CARE DELIVERY SYSTEM PREFERRED BY CONSUMERS AND PAYORS Combination Will Help Transform the American Healthcare Delivery System by Providing Patient-Centered, Coordinated Care at Home and Across the Continuum of Care Combined Company Will Have Pro Forma Annual Revenues of Approximately $7.1 Billion1 |
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October 9, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 1 d803157d425.htm 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. (Commission File No. 001-14057) Subject Company: Gentiva Health Services, Inc. (Commission File No. 001-15669) The following communications were made available by posts on LinkedIn and Twitter: LinkedIn |
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October 9, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 8-K 425 1 d800368d8k.htm 8-K 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): October 9, 2014 KINDRED HEALTHCARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-14057 61-1323993 (State or other jurisdiction of |
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October 9, 2014 |
EX-99.2 3 d800368dex992.htm EX-99.2 Kindred and Gentiva: A Compelling Opportunity for American Healthcare and Shareholders Exhibit 99.2 October 9, 2014 Forward-Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking |
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October 9, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. |
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October 9, 2014 |
KND / Kindred Healthcare, Inc. 425 - Merger Prospectus - 425 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filer: Kindred Healthcare, Inc. |
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August 13, 2014 |
Exhibit 4.1 |
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August 13, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-15669 Gentiva |
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August 11, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-15669 Gentiva Health Services, In |
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August 5, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 5, 2014 GENTIVA HEALTH SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 1-15669 36-4335801 (State or other jurisdiction of incorporation) (Commiss |
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August 5, 2014 |
EX-99.1 2 gtiv-q22014xearningsrelease.htm PRESS RELEASE Exhibit 99.1 Press Release Financial and Investor Contact: Eric Slusser 770-951-6101 [email protected] or John Mongelli 770-951-6496 [email protected] Media Contact: Scott Cianciulli Brainerd Communicators 212-986-6667 [email protected] Gentiva® Health Services Reports Second Quarter 2014 Results Updates Fiscal Year 2014 |
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July 29, 2014 |
KND / Kindred Healthcare, Inc. SC TO-T/A - - AMENDMENT NO. 9 TO SC TO-T Amendment No. 9 to SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) Gentiva Health Services, Inc. (Name of Subject Company) Kindred Healthcare Development 2, Inc. (Offeror) Kindred Healthcare, Inc. (Parent of Offeror) (Na |
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July 29, 2014 |
KINDRED HEALTHCARE ANNOUNCES EXPIRATION OF TENDER OFFER FOR GENTIVA EX-99.A.5.G 2 d761618dex99a5g.htm EX-99.A.5.G Exhibit (a)(5)(G) KINDRED HEALTHCARE ANNOUNCES EXPIRATION OF TENDER OFFER FOR GENTIVA LOUISVILLE, Ky. (July 28, 2014) – Kindred Healthcare, Inc. (“Kindred” or “the Company”) (NYSE:KND) today announced the expiration of its amended tender offer to purchase 14.9% of the outstanding shares of Gentiva Health Services, Inc. (“Gentiva”) (NASDAQ:GTIV) for $16 |
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July 24, 2014 |
GTIV / Gentiva Health Services Inc SC 14D9/A - - SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) GENTIVA HEALTH SERVICES, INC. (Name of Subject Company) GENTIVA HEALTH SERVICES, INC. (Name of Person Filing Statement) Common Stock, par value $.10 per share (Title of Class of Securit |
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July 24, 2014 |
EX-99.(a)(12) Exhibit (a)(12) [Gentiva Letterhead] July 24, 2014 Kindred Healthcare, Inc. 680 South Fourth Street Louisville, Kentucky 40202 Attention: Paul J. Diaz, Chief Executive Officer Dear Paul: We are in receipt of your July 21, 2014 conditional proposal to acquire all of the outstanding shares of the Company’s common stock for $17.25 per share subject to “diligence to confirm that such add |
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July 24, 2014 |
GTIV / Gentiva Health Services Inc / GAMCO INVESTORS, INC. ET AL Activist Investment SC 13D/A 1 gtiv01.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Gentiva Health Services, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 37247A102 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Numbe |
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July 24, 2014 |
GENTIVA HEALTH SERVICES ANNOUNCES ENTRY INTO NONDISCLOSURE AGREEMENT EX-99.(a)(13) Exhibit (a)(13) GENTIVA HEALTH SERVICES ANNOUNCES ENTRY INTO NONDISCLOSURE AGREEMENT ATLANTA, July 24, 2014 — Gentiva Health Services, Inc. (NASDAQ: GTIV) (“Gentiva” or the “Company”) today announced that it has entered into a nondisclosure agreement with the recognized owner, operator and investor who, as disclosed previously, delivered on July 17, 2014 a proposal to Gentiva’s board |
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July 23, 2014 |
KND / Kindred Healthcare, Inc. SC TO-T/A - - AMENDMENT NO. 8 TO SC TO-T Amendment No. 8 to SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) Gentiva Health Services, Inc. (Name of Subject Company) Kindred Healthcare Development 2, Inc. (Offeror) Kindred Healthcare, Inc. (Parent of Offeror) (Na |
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July 22, 2014 |
EX-99.(a)(10) Exhibit (a)(10) Paul J . Diaz Dedicated to Hope, Healing and Recovery Chief Executive Officer July 21, 2014 Mr. Rodney Windley Executive Chairman Gentiva Health Services, Inc. 3350 Riverwood Parkway, Suite 1400 Atlanta, GA 30339 Mr. Tony Strange Chief Executive Officer, President and Director Gentiva Health Services, Inc. 3350 Riverwood Parkway, Suite 1400 Atlanta, GA 30339 Dear Rod |
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July 22, 2014 |
KND / Kindred Healthcare, Inc. SC TO-T/A - - AMENDMENT NO.7 TO SC TO-T Amendment No.7 to SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) Gentiva Health Services, Inc. (Name of Subject Company) Kindred Healthcare Development 2, Inc. (Offeror) Kindred Healthcare, Inc. (Parent of Offeror) (Nam |
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July 22, 2014 |
EX-99.A.5.F Exhibit (a)(5)(F) KINDRED HEALTHCARE SENDS LETTER TO THE GENTIVA BOARD OF DIRECTORS Kindred is Prepared to Acquire 100% of Gentiva for $17.25 per Share, Subject to Gentiva Engaging in Discussions and Providing Due Diligence to Confirm Additional Value LOUISVILLE, Ky. (July 21, 2014) – Kindred Healthcare, Inc. (“Kindred” or the “Company”) (NYSE:KND) today sent the following letter to th |
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July 22, 2014 |
GENTIVA HEALTH SERVICES ANNOUNCES RECEIPT OF ACQUISITION PROPOSAL FROM KINDRED HEALTHCARE EX-99.(a)(11) Exhibit (a)(11) GENTIVA HEALTH SERVICES ANNOUNCES RECEIPT OF ACQUISITION PROPOSAL FROM KINDRED HEALTHCARE ATLANTA, July 21, 2014 — Gentiva Health Services, Inc. (NASDAQ: GTIV) (“Gentiva”) today announced that it has received a conditional proposal from Kindred Healthcare, Inc. (“Kindred”) (NYSE: KND) to acquire all of the outstanding shares of Gentiva common stock for $17.25 per shar |
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July 22, 2014 |
GTIV / Gentiva Health Services Inc SC 14D9/A - - SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) GENTIVA HEALTH SERVICES, INC. (Name of Subject Company) GENTIVA HEALTH SERVICES, INC. (Name of Person Filing Statement) Common Stock, par value $.10 per share (Title of Class of Securit |
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July 18, 2014 |
GTIV / Gentiva Health Services Inc SC 14D9/A - - SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) GENTIVA HEALTH SERVICES, INC. (Name of Subject Company) GENTIVA HEALTH SERVICES, INC. (Name of Person Filing Statement) Common Stock, par value $.10 per share (Title of Class of Securit |
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July 18, 2014 |
EX-99.(a)(9) Exhibit (a)(9) GENTIVA BOARD OF DIRECTORS UNANIMOUSLY REJECTS KINDRED’S AMENDED PARTIAL TENDER OFFER; ANNOUNCES RECEIPT OF ALTERNATIVE PROPOSAL Urges Stockholders Not to Tender Their Shares into Kindred’s Partial Offer Received $17.25 All-Cash Proposal from Another Party ATLANTA, July 17, 2014 (BUSINESSWIRE) — Gentiva Health Services, Inc. (NASDAQ: GTIV) announced today that its Board |
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July 14, 2014 |
EX-99.(A)(8) 2 d757656dex99a8.htm EX-99.(A)(8) Exhibit (a)(8) GENTIVA URGES SHAREHOLDERS TO TAKE NO ACTION IN RESPONSE TO TENDER OFFER AMENDMENT ANNOUNCEMENT BY KINDRED ATLANTA, July 14, 2014 (BUSINESSWIRE) – Gentiva Health Services, Inc. (NASDAQ: GTIV) today noted that Kindred Healthcare, Inc. (NYSE: KND) has announced a revised tender offer to acquire 14.9% of the outstanding shares of Gentiva c |
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July 14, 2014 |
EX-99.A.1.I Exhibit (a)(1)(I) AMENDED AND RESTATED NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Gentiva Health Services, Inc. Pursuant to the Amended and Restated Offer to Purchase Dated July 14, 2014 of Kindred Healthcare Development 2, Inc. a wholly owned subsidiary of Kindred Healthcare, Inc. This form, or a substan |
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July 14, 2014 |
EX-99.A.1.K 6 d728351dex99a1k.htm EX-99.A.1.K Exhibit (a)(1)(K) Amended and Restated Offer to Purchase for Cash 5,489,914 Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Gentiva Health Services, Inc. at $16.00 Net Per Share by Kindred Healthcare Development 2, Inc. a wholly owned subsidiary of Kindred Healthcare, Inc. To Our Clients: Enclosed for your considera |
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July 14, 2014 |
EX-99.A.5.E Exhibit (a)(5)(E) KINDRED HEALTHCARE INCREASES ALL-CASH TENDER OFFER FOR GENTIVA TO $16.00 PER SHARE Amends Offer to Purchase 14.9% of Outstanding Gentiva Shares to Become Gentiva’s Largest Shareholder Kindred Will Withdraw Offer If 14.9% Minimum Tender Condition Is Not Met Kindred Will Not Consider Further Increasing Its Offer Unless Gentiva Commences Discussions and Demonstrates Addi |
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July 14, 2014 |
EX-99.A.1.H Exhibit (a)(1)(H) AMENDED AND RESTATED LETTER OF TRANSMITTAL To Tender Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Gentiva Health Services, Inc. Pursuant to the Amended and Restated Offer to Purchase dated July 14, 2014 of Kindred Healthcare Development 2, Inc. A Wholly Owned Subsidiary of Kindred Healthcare, Inc. THE OFFER, PRORATION PERIOD AND |
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July 14, 2014 |
EX-99.A.1.G Exhibit (a)(1)(G) Amended and Restated Offer to Purchase for Cash 5,489,914 Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Gentiva Health Services, Inc. at $16.00 Net Per Share by Kindred Healthcare Development 2, Inc. A Wholly Owned Subsidiary of Kindred Healthcare, Inc. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., N |
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July 14, 2014 |
GTIV / Gentiva Health Services Inc SC 14D9/A - - SC 14D9/A SC 14D9/A 1 d757656dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) GENTIVA HEALTH SERVICES, INC. (Name of Subject Company) GENTIVA HEALTH SERVICES, INC. (Name of Person Filing Statement) Common Stock, par value $.10 per |
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July 14, 2014 |
KND / Kindred Healthcare, Inc. SC TO-T/A - - AMENDMENT NO. 6 TO SC TO-T AMENDMENT NO. 6 TO SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) Gentiva Health Services, Inc. (Name of Subject Company) Kindred Healthcare Development 2, Inc. (Offeror) Kindred Healthcare, Inc. (Parent of Offeror) (Na |
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July 14, 2014 |
EX-99.A.1.J Exhibit (a)(1)(J) Citigroup Global Markets Inc. Amended and Restated Offer to Purchase for Cash 5,489,914 Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Gentiva Health Services, Inc. at $16.00 Net Per Share by Kindred Healthcare Development 2, Inc. a wholly owned subsidiary of Kindred Healthcare, Inc. July 14, 2014 To Brokers, Dealers, Commercial B |
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July 9, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): July 9, 2014 GENTIVA HEALTH SERVICES, INC. |
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July 9, 2014 |
GTIV / Gentiva Health Services Inc SC 14D9/A - - SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) GENTIVA HEALTH SERVICES, INC. (Name of Subject Company) GENTIVA HEALTH SERVICES, INC. (Name of Person Filing Statement) Common Stock, par value $.10 per share (Title of Class of Securit |
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July 9, 2014 |
EX-99.1 Exhibit 99.1 GENTIVA ANNOUNCES PRELIMINARY ESTIMATES FOR 2014 SECOND QUARTER Net revenues equal to or in excess of $496 million; Adjusted EBITDA equal to or in excess of $52 million and adjusted income attributable to Gentiva stockholders on a diluted basis equal to or in excess of $0.33 per share Reaffirms FY 2014 guidance Company posts investor presentation detailing reasons stockholders |
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July 3, 2014 |
KND / Kindred Healthcare, Inc. SC TO-T/A - - AMENDMENT NO. 5 TO SC TO-T Amendment No. 5 to SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) Gentiva Health Services, Inc. (Name of Subject Company) Kindred Healthcare Development 2, Inc. (Offeror) Kindred Healthcare, Inc. (Parent of Offeror) (Na |
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July 1, 2014 |
KND / Kindred Healthcare, Inc. SC TO-T/A - - AMENDMENT NO. 4 TO SC TO-T Amendment No. 4 to SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) Gentiva Health Services, Inc. (Name of Subject Company) Kindred Healthcare Development 2, Inc. (Offeror) Kindred Healthcare, Inc. (Parent of Offeror) (Na |
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July 1, 2014 |
EX-99.a.5.D Exhibit (a)(5)(D) KINDRED HEALTHCARE RESPONDS TO GENTIVA Gentiva Is Preventing Its Shareholders from Receiving an Immediate and Certain 70% Cash Premium Gentiva Has Not Demonstrated How It Would Create Value Greater Than Kindred Is Offering Kindred Urges Gentiva Shareholders to Tender their Shares in Support of its Value Enhancing Offer LOUISVILLE, Ky. (July 1, 2014) – Kindred Healthca |
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June 30, 2014 |
EX-99.(a)(1) Exhibit (a)(1) GENTIVA BOARD UNANIMOUSLY REJECTS UNSOLICITED TENDER OFFER FROM KINDRED Urges Stockholders Not to Tender Their Shares Calls Offer Grossly Inadequate and Opportunistic Gentiva Health Services, Inc. (the “Company or “Gentiva”) (NASDAQ: GTIV) announced today that its Board of Directors (the “Board”), after careful consideration and consultation with its financial and legal |
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June 30, 2014 |
KND / Kindred Healthcare, Inc. SC TO-T/A - - SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) Gentiva Health Services, Inc. (Name of Subject Company) Kindred Healthcare Development 2, Inc. (Offeror) Kindred Healthcare, Inc. (Parent of Offeror) (Names of Filing Per |
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June 30, 2014 |
EX-99.(a)(7) Exhibit (a)(7) June 27, 2014 Rodney Windley Executive Chairman Gentiva Health Services, Inc. 3350 Riverwood Parkway, Suite 1400 Atlanta, GA 30339 Tony Strange Chief Executive Officer, President and Director Gentiva Health Services, Inc. 3350 Riverwood Parkway, Suite 1400 Atlanta, GA 30339 Dear Rod and Tony: We are writing to you, and the entire board of directors of Gentiva, regarding |
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June 30, 2014 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT EX-99.(E)(1) 9 d749881dex99e1.htm EX-99.(E)(1) Exhibit (e)(1) Excerpts from Gentiva Health Services, Inc. Definitive Proxy Statement on Schedule 14A relating to the 2014 Annual Meeting of Stockholders as filed with the Securities and Exchange Commission on March 25, 2014. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of March 10, 2014, the record |
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June 30, 2014 |
EX-99.(a)(4) Exhibit (a)(4) May 5, 2014 Rodney Windley Executive Chairman Gentiva Health Services, Inc. 3350 Riverwood Parkway, Suite 1400 Atlanta, GA 30339 Tony Strange Chief Executive Officer, President and Director Gentiva Health Services, Inc. 3350 Riverwood Parkway, Suite 1400 Atlanta, GA 30339 Dear Rod and Tony: I appreciate the time you have taken to speak with me as well as the time your B |
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June 30, 2014 |
GTIV / Gentiva Health Services Inc SC 14D9 - - SC 14D9 SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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June 30, 2014 |
KND / Kindred Healthcare, Inc. CORRESP - - Response Letter June 30, 2014 By EDGAR David L. Orlic Special Counsel Office of Mergers and Acquisitions Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Gentiva Health Services, Inc. Schedule TO-T filed by Kindred Healthcare, Inc. and Kindred Healthcare Development 2, Inc. Filed June 17, 2014 File No. 005-58715 Dear Mr. Orlic: On behalf of Kindred Healthcare, |
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June 30, 2014 |
EX-99.(a)(6) Exhibit (a)(6) Paul J. Diaz Chief Executive Officer Dedicated to Hope, Healing and Recovery May 27, 2014 Mr. Rodney Windley Executive Chairman Gentiva Health Services, Inc. 3350 Riverwood Parkway, Suite 1400 Atlanta, GA 30339 Mr. Tony Strange Chief Executive Officer, President and Director Gentiva Health Services, Inc. 3350 Riverwood Parkway, Suite 1400 Atlanta, GA 30339 Dear Rod and |
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June 30, 2014 |
EX-99.(a)(2) Exhibit (a)(2) Dear Gentiva Stockholders, The Board of Directors (the “Board”) of Gentiva Health Services, Inc. (“Gentiva”), after careful consideration and consultation with its financial and legal advisors, has unanimously determined that the unsolicited tender offer from Kindred Healthcare, Inc. (“Kindred”) for $14.50 per share is grossly inadequate and not in the best interest of |
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June 30, 2014 |
EX-99.(a)(5) Exhibit (a)(5) Rod Windley Executive Chairman May 13, 2014 Kindred Healthcare, Inc. 680 South Fourth Street Louisville, Kentucky 40202 Attention: Paul J. Diaz, Chief Executive Officer Edward L. Kuntz, Chairman of the Board Dear Paul: Thank you for your letter dated May 5, 2014. As we noted in our prior letter to you, dated April 28, 2014, last month our Board of Directors gave careful |
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June 30, 2014 |
KINDRED HEALTHCARE SENDS LETTER TO GENTIVA EX-99.A.5.C Exhibit (a)(5)(C) KINDRED HEALTHCARE SENDS LETTER TO GENTIVA LOUISVILLE, Ky. (June 27, 2014) – Kindred Healthcare, Inc. (“Kindred” or the “Company”) (NYSE:KND) today sent the following letter to the board of directors of Gentiva Health Services, Inc. (“Gentiva”) (NASDAQ: GTIV): June 27, 2014 Rodney Windley Executive Chairman Gentiva Health Services, Inc. 3350 Riverwood Parkway, Suite 1 |
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June 30, 2014 |
EX-99.(A)(3) Exhibit (a)(3) April 14, 2014 Rodney Windley Executive Chairman Gentiva Health Services, Inc. 3350 Riverwood Parkway, Suite 1400 Atlanta, GA 30339 Tony Strange Chief Executive Officer, President and Director Gentiva Health Services, Inc. 3350 Riverwood Parkway, Suite 1400 Atlanta, GA 30339 Dear Rod and Tony: Thank you very much for meeting with me on April 9. As we discussed, Kindred |
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June 25, 2014 |
SC TO-T/A 1 d728351dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) Gentiva Health Services, Inc. (Name of Subject Company) Kindred Healthcare Development 2, Inc. (Offeror) Kindred Healthcare, Inc. (Parent o |
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June 17, 2014 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Gentiva Health Services, Inc. (Name of Subject Company) Kindred Healthcare Development 2, Inc. (Offeror) Kindred Healthcare, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, |
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June 17, 2014 |
EX-99.A.1.B Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Gentiva Health Services, Inc. Pursuant to the Offer to Purchase dated June 17, 2014 of Kindred Healthcare Development 2, Inc. A Wholly Owned Subsidiary of Kindred Healthcare, Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, |
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June 17, 2014 |
EX-99.A.1.D Exhibit (a)(1)(D) Citigroup Global Markets Inc. Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Gentiva Health Services, Inc. at $14.50 Net Per Share by Kindred Healthcare Development 2, Inc. a wholly owned subsidiary of Kindred Healthcare, Inc. June 17, 2014 To Brokers, Dealers, Commercial Banks, Trust Com |
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June 17, 2014 |
EX-99.A.1.A 2 d728351dex99a1a.htm EX-99.A.1.A Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Gentiva Health Services, Inc. at $14.50 Net Per Share by Kindred Healthcare Development 2, Inc. A Wholly Owned Subsidiary of Kindred Healthcare, Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW Y |
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June 17, 2014 |
EX-99.A.1.E Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Gentiva Health Services, Inc. at $14.50 Net Per Share by Kindred Healthcare Development 2, Inc. a wholly owned subsidiary of Kindred Healthcare, Inc. To Our Clients: Enclosed for your consideration are the Offer to Purchase, dated June 17, 20 |
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June 17, 2014 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Gentiva Health Services, Inc. (Name of Subject Company) Kindred Healthcare Development 2, Inc. (Offeror) Kindred Healthcare, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, |
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June 17, 2014 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Gentiva Health Services, Inc. (Name of Subject Company) Kindred Healthcare Development 2, Inc. (Offeror) Kindred Healthcare, Inc. (Parent of Offeror) (Names of Filing Per |
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June 17, 2014 |
EX-99.A.1.F Exhibit (a)(1)(F) This announcement is not an offer to purchase or a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase dated June 17, 2014 and the related Letter of Transmittal and any amendments or supplements thereto and is being made to all holders of Shares. The Offer is not being made to, nor will tende |
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June 17, 2014 |
EX-99.A.1.C Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Gentiva Health Services, Inc. Pursuant to the Offer to Purchase Dated June 17, 2014 of Kindred Healthcare Development 2, Inc. a wholly owned subsidiary of Kindred Healthcare, Inc. This form, or a substantially equivalent form, must be used to ac |
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June 16, 2014 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Gentiva Health Services, Inc. (Name of Subject Company) Kindred Healthcare Development 2, Inc. (Offeror) Kindred Healthcare, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, |
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June 16, 2014 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Gentiva Health Services, Inc. (Name of Subject Company) Kindred Healthcare Development 2, Inc. (Offeror) Kindred Healthcare, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, |
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June 3, 2014 |
425 Filed pursuant to Rule 425 under the Securities Act of 1933, as amended Filer: Kindred Healthcare, Inc. |
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June 3, 2014 |
425 Filed pursuant to Rule 425 under the Securities Act of 1933, as amended Filer: Kindred Healthcare, Inc. |
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June 2, 2014 |
425 Filed pursuant to Rule 425 under the Securities Act of 1933, as amended Filer: Kindred Healthcare, Inc. |
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June 2, 2014 |
425 Filed pursuant to Rule 425 under the Securities Act of 1933, as amended Filer: Kindred Healthcare, Inc. |
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June 2, 2014 |
425 Jefferies 2014 Global Healthcare Conference June 2, 2014 Filed pursuant to Rule 425 under the Securities Act of 1933, as amended Filer: Kindred Healthcare, Inc. |
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May 27, 2014 |
Filed pursuant to Rule 425 under the Securities Act of 1933, as amended Filer: Kindred Healthcare, Inc. |
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May 23, 2014 |
Form 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 GENTIVA HEALTH SERVICES, INC. |
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May 23, 2014 |
EX-4.1 Exhibit 4.1 EXECUTION VERSION RIGHTS AGREEMENT by and between GENTIVA HEALTH SERVICES, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Dated as of May 22, 2014 TABLE OF CONTENTS Page Section 1. Certain Definitions 1 Section 2. Appointment of Rights Agent 7 Section 3. Issuance of Right Certificates 7 Section 4. Form of Right Certificates 9 Section 5. Countersignature and Registrat |
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May 23, 2014 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS of SERIES B JUNIOR PARTICIPATING PREFERRED STOCK of GENTIVA HEALTH SERVICES, INC. The undersigned duly authorized officer of Gentiva Health Services, Inc., a corporation organized and existing under the Delaware General Corporation Law (the “Corporation”), in accordance with the provisions of Section 151 of such law, DOES HEREBY CERTIFY that pursuant |
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May 23, 2014 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 21, 2014 GENTIVA HEALTH SERVICES, INC. |
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May 23, 2014 |
GENTIVA HEALTH SERVICES, INC. INDEMNIFICATION AGREEMENT EX-10.1 4 d733094dex101.htm EX-10.1 Exhibit 10.1 GENTIVA HEALTH SERVICES, INC. INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of [—], 2014, is made by and between Gentiva Health Services, Inc., a Delaware corporation (the “Company”), and [—] (“Indemnitee”). RECITALS A. The Company desires to attract and retain the services of highly qualified individuals as di |
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May 23, 2014 |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 EX-99.1 Exhibit 99.1 GENTIVA BOARD ADOPTS LIMITED SHAREHOLDER RIGHTS PLAN WITH SHAREHOLDER PROTECTIONS Rights Plan Will Expire in One Year ATLANTA, May 23, 2014 (PR Newswire) — The Board of Directors of Gentiva Health Services, Inc. (NASDAQ:GTIV) (the “Company”) today announced that it has adopted a limited duration shareholder rights plan (the “Rights Plan”) and declared a dividend of one right o |
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May 19, 2014 |
Financial Statements and Exhibits, Other Events - FORM 8-K FORM 8-K 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): May 15, 2014 GENTIVA HEALTH SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 1-15669 36-4335801 (State or other jurisdiction of incorporation) ( |
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May 19, 2014 |
Exhibit 99.1 May 15, 2014 Gentiva Board of Directors Rejects Unsolicited Proposal From Kindred Healthcare Board Determines Proposal Significantly Undervalues Company and Its Prospects ATLANTA, May 15, 2014 /PRNewswire/ — Gentiva Health Services, Inc. (“Gentiva” or the “Company”) (Nasdaq: GTIV) today confirmed that after careful consideration, its Board of Directors, with the assistance of its lega |
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May 16, 2014 |
425 Filed pursuant to Rule 425 under the Securities Act of 1933, as amended Filer: Kindred Healthcare, Inc. |
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May 15, 2014 |
425 Filed pursuant to Rule 425 under the Securities Act of 1933, as amended Filer: Kindred Healthcare, Inc. |
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May 15, 2014 |
EX-99.2 Kindred and Gentiva: A Compelling Opportunity for American Healthcare and Shareholders Exhibit 99.2 May 2014 Forward-Looking Statements 2 This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements |
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May 15, 2014 |
425 1 d728436d8k.htm 8-K 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): May 15, 2014 KINDRED HEALTHCARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-14057 61-1323993 (State or other jurisdiction of inc |
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May 15, 2014 |
EX-99.1 Exhibit 99.1 KINDRED HEALTHCARE ANNOUNCES PROPOSAL TO ACQUIRE GENTIVA HEALTH SERVICES FOR $14.00 PER SHARE IN CASH AND STOCK, REPRESENTING A 64% PREMIUM, IN $1.6 BILLION TRANSACTION Combination Places Patient-Centered Integrated Care Front and Center, Helping to Shape the Evolution of the American Healthcare Delivery System Gentiva Shareholders Would Benefit from Significant and Immediate |
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May 15, 2014 |
4 April 28, 2014 Rod Windley Executive Chairman EX-99.3 4 d728436dex993.htm EX-99.3 Exhibit 99.3 April 14, 2014 Rodney Windley Executive Chairman Gentiva Health Services, Inc. 3350 Riverwood Parkway, Suite 1400 Atlanta, GA 30339 Tony Strange Chief Executive Officer, President and Director Gentiva Health Services, Inc. 3350 Riverwood Parkway, Suite 1400 Atlanta, GA 30339 Dear Rod and Tony: Thank you very much for meeting with me on April 9. As w |
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May 13, 2014 |
Gentiva® Health Services Promotes David Causby to President and Chief Operating Officer EX-99.1 Exhibit 99.1 Press Release Financial and Investor Contact: Eric Slusser 770-951-6101 [email protected] or John Mongelli 770-951-6496 [email protected] Media Contact: Scott Cianciulli Brainerd Communicators 212-986-6667 [email protected] Gentiva® Health Services Promotes David Causby to President and Chief Operating Officer Atlanta, GA, May 13, 2014 – Gentiva Health Se |
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May 13, 2014 |
Form 8-K 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): May 7, 2014 GENTIVA HEALTH SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 1-15669 36-4335801 (State or other jurisdiction of incorporation) (C |
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May 12, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-15669 Gentiva Health Services, I |
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May 7, 2014 |
Gentiva® Health Services Reports First Quarter 2014 Results Exhibit 99.1 Press Release Financial and Investor Contact: Eric Slusser 770-951-6101 [email protected] or John Mongelli 770-951-6496 [email protected] Media Contact: Scott Cianciulli Brainerd Communicators 212-986-6667 [email protected] Gentiva® Health Services Reports First Quarter 2014 Results ATLANTA, GA, May 7, 2014 - Gentiva Health Services, Inc. (NASDAQ: GTIV), one of t |
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May 7, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K 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): May 7, 2014 GENTIVA HEALTH SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 1-15669 36-4335801 (State or other jurisdiction of incorporation) (Commission |
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March 25, 2014 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ |
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March 25, 2014 |
DEF 14A 1 d668443ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant ¨ Check the a |
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March 12, 2014 |
Subsidiaries of Gentiva Health Services, Inc. Exhibit 21.1 Subsidiaries of Gentiva Health Services, Inc. Subsidiary Jurisdiction of Incorporation or Organization ABC Hospice, LLC Texas Access Home Health of Florida, LLC Delaware Alpine Home Health Care, LLC Colorado Alpine Home Health II, Inc. Colorado Alpine Home Health, Inc. Mississippi Alpine Resource Group, Inc. Colorado American Homecare Management Corp. Delaware American Hospice, Inc. T |
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March 12, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 Commission File No. 1-15669 Gentiva Health Services, Inc. (Exact name of registrant as specified in its charter) DELAWARE 36-4335801 (State or other jurisdiction of incorporation or organ |
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March 12, 2014 |
Exhibit 4.5 SECOND SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of November 15, 2013, by and among the guaranteeing subsidiaries named on the signature pages hereto (collectively, the ?Guaranteeing Subsidiaries?, and each a ?Guaranteeing Subsidiary?), each of which is a subsidiary of Gentiva Health Services, Inc., a Delaware corporation (the ?Company?), the Company and The Bank |
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March 4, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K 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): March 4, 2014 GENTIVA HEALTH SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 1-15669 36-4335801 (State or other jurisdiction of incorporation) (Commissi |
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March 4, 2014 |
Gentiva® Health Services Reports Fourth Quarter and Full-Year 2013 Results EX-99.1 2 gtiv-q42013xearningsrelease.htm PRESS RELEASE Exhibit 99.1 Press Release Financial and Investor Contact: Eric Slusser 770-951-6101 [email protected] or John Mongelli 770-951-6496 [email protected] Media Contact: Scott Cianciulli Brainerd Communicators 212-986-6667 [email protected] Gentiva® Health Services Reports Fourth Quarter and Full-Year 2013 Results ATLANTA, G |
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February 13, 2014 |
GTIV / Gentiva Health Services Inc / FEINBERG LARRY N - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Gentiva Health Services, Inc. (Name of Issuer) Common Stock, $0.10 (Title of Class of Securities) 37247A102 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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February 11, 2014 |
GTIV / Gentiva Health Services Inc / VANGUARD GROUP INC Passive Investment gentiva.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Gentiva Health Services Inc Title of Class of Securities: Common Stock CUSIP Number: 37247A102 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box |
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February 10, 2014 |
SC 13G/A 1 rrd516.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* GENTIVA HEALTH SERVICES (Name of Issuer) Common Stock (Title of Class of Securities) 37247A102 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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February 6, 2014 |
Form 8-K 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 6, 2014 GENTIVA HEALTH SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 1-15669 36-4335801 (State or other jurisdiction of incorporatio |
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January 28, 2014 |
GTIV / Gentiva Health Services Inc / WELLS FARGO & COMPANY/MN Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6) GENTIVA HEALTH SERVICES INC (Name of Issuer) COM (Title of Class of Securities) 37247A102 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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December 30, 2013 |
4,812,407 Shares Gentiva Health Services, Inc. Common Stock 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-192356 PROSPECTUS 4,812,407 Shares Gentiva Health Services, Inc. Common Stock The shares of common stock described in this prospectus are being offered for sale from time to time by the selling stockholders named herein, who we refer to as the Selling Stockholders. We issued such shares to the Selling Stockholders pursua |
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December 23, 2013 |
Financial Statements and Exhibits - 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 18, 2013 Gentiva Health Services, Inc. (Exact name of registrant as specified in its charter) Delaware 1-15669 36-4335801 (State or other jurisdiction of i |
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December 20, 2013 |
Acceleration Request December 20, 2013 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: John Reynolds, Assistant Director David Link Ronald E. Alper Re: Gentiva Health Services, Inc. Registration Statement on Form S-3 Filed November 7, 2013 File No. 333-192154 Registration Statement on Form S-3 Filed November 15, |
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December 19, 2013 |
GTIV / Gentiva Health Services Inc / HICKS R STEVEN - FORM SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Gentiva Health Services, Inc. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 37247A102 (CUSIP Number) Robert S. Hicks Capstar Partners, LLC 1703 West Fifth Street, Suite 800 Austin, TX 78703 (512) 340-7808 (Name, Address and Telephone Num |
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December 19, 2013 |
EXHIBIT 1 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Gentiva Health Services, Inc. |
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December 19, 2013 | ||
December 12, 2013 |
December 12, 2013 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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November 15, 2013 |
Form S-3 Table of Contents As filed with the Securities and Exchange Commission on November 15, 2013 Registration No. |
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November 8, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-15669 Gent |
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November 7, 2013 |
Table of Contents As filed with the Securities and Exchange Commission on November 7, 2013 Registration No. |
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November 7, 2013 |
EX-12.1 EXHIBIT 12.1 GENTIVA HEALTH SERVICES, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (A) ($ in thousands) Fiscal Year Ended Nine Months Ended September 30, 2013 December 28, 2008 January 3, 2010 December 31, 2010 December 31, 2011 December 31, 2012 (52 weeks) (53 weeks) (53 weeks) Earnings: Income from continuing operations before income taxes and equity in net earnings (loss) of a |
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November 7, 2013 |
EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516 |
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November 5, 2013 |
Gentiva® Health Services Reports Third Quarter 2013 Results Announces One Gentiva Initiative EX-99.1 2 gtiv-q32013xearningsrelease.htm PRESS RELEASE Exhibit 99.1 Press Release Financial and Investor Contact: Eric Slusser 770-951-6101 [email protected] or John Mongelli 770-951-6496 [email protected] Media Contact: Scott Cianciulli Brainerd Communicators 212-986-6667 [email protected] Gentiva® Health Services Reports Third Quarter 2013 Results Announces One Gentiva Ini |
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November 5, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 5, 2013 GENTIVA HEALTH SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 1-15669 36-4335801 (State or other jurisdiction of incorporation) (Commi |
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October 31, 2013 |
EX-10.1 2 d620739dex101.htm EX-10.1 Exhibit 10.1 CHANGE IN CONTROL AGREEMENT Agreement made as of the 26th day of February, 2014, by and between Gentiva Health Services, Inc., a Delaware corporation (the “Company”), and (the “Executive”). WHEREAS, the Executive is a key employee of the Company; and WHEREAS, the Board of Directors of the Company (the “Board”) considers the maintenance of a sound ma |
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October 31, 2013 |
Form 8-K 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): October 28, 2013 GENTIVA HEALTH SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 1-15669 36-4335801 (State or other jurisdiction of incorporatio |
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October 22, 2013 |
EX-10.3 Exhibit 10.3 Execution Version GUARANTY GUARANTY AGREEMENT (this “Guaranty”), dated as of October 18, 2013, by and among the Persons listed on the signature pages hereof under the caption “Guarantors,” any additional Persons that may become Guarantors hereunder pursuant to a duly executed joinder agreement in the form attached as Exhibit A hereto (each an “Additional Guarantor,” collective |
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October 22, 2013 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION STOCKHOLDERS’ AGREEMENT This STOCKHOLDERS’ AGREEMENT, dated as of October 18, 2013 (this “Agreement”), is entered into by and among the former stockholders of Harden Healthcare Holdings, Inc., a Delaware corporation (the “Company”), listed on Appendix A hereto who have become parties to this Agreement through the execution of a counterpart signature page (the |
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October 22, 2013 |
EX-10.2 3 d614753dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION Published deal CUSIP: 37249UAH9 Revolver CUSIP: 37249UAK2 Term Loan B CUSIP: 37249UAJ5 Term Loan C CUSIP: 37249UAL0 CREDIT AGREEMENT Dated as of October 18, 2013 among GENTIVA HEALTH SERVICES, INC., as the Borrower, BARCLAYS BANK PLC, as Administrative Agent, Swing Line Lender and L/C Issuer, The Other Lenders Party Hereto, BARCLAY |
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October 22, 2013 |
FORM 8-K 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): October 18, 2013 Gentiva Health Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-15669 36-4335801 (State or Other Jurisdiction of Incorporatio |
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October 22, 2013 |
EX-10.5 Exhibit 10.5 EXECUTION VERSION CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of this 18th day of October, 2013 (the “Effective Date”), by and among Javelin Healthcare Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (the “Surviving Company”), Gentiva Health Services, Inc., a Delaware corporation (“Pa |
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October 22, 2013 |
EX-10.4 Exhibit 10.4 Execution Version SECURITY AGREEMENT By GENTIVA HEALTH SERVICES, INC., as Borrower and THE GUARANTORS PARTY HERETO and BARCLAYS BANK PLC, as Administrative Agent Dated as of September 18, 2013 TABLE OF CONTENTS Page PREAMBLE 1 R E C I T A L S : 1 A G R E E M E N T : 1 ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1. Definitions 2 SECTION 1.2. Interpretation 10 SECTION 1.3 |
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September 30, 2013 |
Regulation FD Disclosure - FORM 8-K Form 8-K 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): September 30, 2013 Gentiva Health Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-15669 36-4335801 (State or Other Jurisdiction of Incorporat |
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September 30, 2013 |
SELECTED INFORMATION CONTAINED IN CONFIDENTIAL INFORMATION MEMORANDUM EX-99.1 Exhibit 99.1 SELECTED INFORMATION CONTAINED IN CONFIDENTIAL INFORMATION MEMORANDUM Target Overview – Harden Healthcare Holdings, Inc. Founded in 2001, Harden is a leading provider of a continuum of healthcare services in 13 states. Harden is majority owned by Capstar Partners, LLC, a private investment firm based in Austin, Texas, founded by R. Steven Hicks in 2000. Harden serves over 35,0 |
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September 23, 2013 |
SELECTED INFORMATION CONTAINED IN CONFIDENTIAL INFORMATION MEMORANDUM EX-99.1 2 d601827dex991.htm EX-99.1 Exhibit 99.1 SELECTED INFORMATION CONTAINED IN CONFIDENTIAL INFORMATION MEMORANDUM Confidential Transaction Overview On September 18, 2013, Gentiva Health Services, Inc. (“Gentiva” or the “Company”) entered into a definitive agreement to acquire Harden Healthcare Holdings, Inc. (“Harden” or the “Target”) excluding its Long-Term Care segment for approximately $40 |
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September 23, 2013 |
Regulation FD Disclosure - FORM 8-K Form 8-K 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): September 23, 2013 Gentiva Health Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-15669 36-4335801 (State or Other Jurisdiction of Incorporat |
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September 20, 2013 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG GENTIVA HEALTH SERVICES, INC., JAVELIN MERGER SUB, INC., JAVELIN HEALTHCARE HOLDINGS, LLC, HARDEN HEALTHCARE HOLDINGS, INC., R. STEVEN HICKS, IN HIS CAPACITY AS STOCKHOLDER REPRESENTATIVE, THE SECURITYHOLDERS NAMED HEREIN, AND CTLTC REAL ESTATE, LLC Dated as of September 18, 2013 TABLE OF CONTENTS Page ARTICLE I Definit |
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September 20, 2013 |
Exhibit 99.1 Press Release Financial and Investor Contact: Eric Slusser 770-951-6101 [email protected] or John Mongelli 770-951-6496 [email protected] Media Contact: Scott Cianciulli Brainerd Communicators 212-986-6667 [email protected] Gentiva® Health Services to Acquire Harden Healthcare - Increases Focus on Dual Eligible Population - Combines Leading Home Health, Hospice a |
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September 20, 2013 |
Form 8-K 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): September 18, 2013 Gentiva Health Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-15669 36-4335801 (State or Other Jurisdiction of Incorporat |
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September 16, 2013 |
GENTIVA HEALTH SERVICES, INC. 2004 EQUITY INCENTIVE PLAN FORM OF AMENDMENT & CONSENT TO 2013 AWARDS EX-10.3 Exhibit 10.3 GENTIVA HEALTH SERVICES, INC. 2004 EQUITY INCENTIVE PLAN FORM OF AMENDMENT & CONSENT TO 2013 AWARDS This Amendment and Consent (this “Amendment & Consent”) to certain awards granted during 2013 to the undersigned participant (the “Participant”) under the Gentiva Health Services, Inc. 2004 Equity Incentive Plan, amended and restated as of March 16, 2011 and as further amended b |
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September 16, 2013 |
GENTIVA HEALTH SERVICES, INC. 2004 EQUITY INCENTIVE PLAN AMENDMENT & CONSENT TO 2013 STOCK OPTIONS EX-10.4 Exhibit 10.4 GENTIVA HEALTH SERVICES, INC. 2004 EQUITY INCENTIVE PLAN AMENDMENT & CONSENT TO 2013 STOCK OPTIONS This Amendment and Consent (this “Amendment & Consent”) to certain stock options granted during 2013 (the “2013 Stock Options”) to Rodney D. Windley (the “Participant”) under the Gentiva Health Services, Inc. 2004 Equity Incentive Plan, amended and restated as of March 16, 2011 a |
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September 16, 2013 |
EX-10.2 Exhibit 10.2 AMENDMENT NO. 1 TO THE GENTIVA HEALTH SERVICES, INC. EXECUTIVE OFFICERS BONUS PLAN (amended as of January 1, 2005 and containing performance criteria approved by shareholders on May 13, 2010) This Amendment No. 1 (this “Amendment”) to the Gentiva Health Services, Inc. Executive Officers Bonus Plan (amended as of January 1, 2005 and containing performance criteria approved by s |
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September 16, 2013 |
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): September 12, 2013 GENTIVA HEALTH SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 1-15669 36-4335801 (State or other jurisdiction of incorporation) (Com |
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September 16, 2013 |
EX-10.1 Exhibit 10.1 AMENDMENT NO. 2 to GENTIVA HEALTH SERVICES, INC. 2004 EQUITY INCENTIVE PLAN (AMENDED AND RESTATED AS OF MARCH 16, 2011) and (AS AMENDED BY AMENDMENT NO. 1 THERETO) This Amendment No. 2 (this “Amendment”) to Gentiva Health Services, Inc. 2004 Equity Incentive Plan (amended and restated as of March 16, 2011), as amended by Amendment No. 1 thereto (the “Plan”), is made by Gentiva |
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August 2, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-15669 Gentiva H |
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August 1, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K 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): August 1, 2013 GENTIVA HEALTH SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 1-15669 36-4335801 (State or other jurisdiction of incorporation) (Commiss |
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August 1, 2013 |
Gentiva® Health Services Reports Second Quarter 2013 Results Exhibit 99.1 Press Release Financial and Investor Contact: Eric Slusser 770-951-6101 [email protected] or John Mongelli 770-951-6496 [email protected] Media Contact: Scott Cianciulli Brainerd Communicators 212-986-6667 [email protected] Gentiva® Health Services Reports Second Quarter 2013 Results ATLANTA, GA, August 1, 2013 - Gentiva Health Services, Inc. (NASDAQ: GTIV), the |
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June 21, 2013 |
GTIV / Gentiva Health Services Inc / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Gentiva Health Services, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 37247A102 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notice |
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May 24, 2013 |
S-8 As filed with the Securities and Exchange Commission on May 24, 2013 Registration No. |
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May 14, 2013 |
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): May 9, 2013 GENTIVA HEALTH SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 1-15669 36-4335801 (State or other jurisdiction of incorporation) (Commission |
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May 10, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-15669 Gentiva |
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May 9, 2013 |
Gentiva® Health Services Reports First Quarter 2013 Results Exhibit 99.1 Press Release Financial and Investor Contact: Eric Slusser 770-951-6101 [email protected] or John Mongelli 770-951-6496 [email protected] Media Contact: Scott Cianciulli Brainerd Communicators 212-986-6667 [email protected] Gentiva® Health Services Reports First Quarter 2013 Results ATLANTA, GA, May 9, 2013 - Gentiva Health Services, Inc. (NASDAQ: GTIV), the larg |
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May 9, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K 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): May 9, 2013 GENTIVA HEALTH SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 1-15669 36-4335801 (State or other jurisdiction of incorporation) (Commission |
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May 3, 2013 |
DEFA14A 1 d531610ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ |
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April 30, 2013 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ |
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April 18, 2013 |
SCHEDULE 13G JOINT FILING AGREEMENT Exhibit 99.1 SCHEDULE 13G JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13G (as so amended, the “Schedule 13G”) with respect to the common stock of Gentiva Health Services, Inc. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Secu |
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April 18, 2013 |
GTIV / Gentiva Health Services Inc / FEINBERG LARRY N - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Gentiva Health Services, Inc. (Name of Issuer) Common Stock, $0.10 (Title of Class of Securities) 37247A102 (CUSIP Number) April 9, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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March 29, 2013 |
GTIV / Gentiva Health Services Inc / WELLS FARGO & COMPANY/MN Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5) GENTIVA HEALTH SERVICES INC (Name of Issuer) COM (Title of Class of Securities) 37247A102 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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March 28, 2013 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ |
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March 28, 2013 |
Definitive Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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March 11, 2013 |
EXHIBIT 10.10 GENTIVA HEALTH SERVICES, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN (formerly known as the Gentiva Health Services, Inc. 2005 Nonqualified Retirement Plan) As amended and restated effective January 1, 2012 GENTIVA HEALTH SERVICES, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN Effective as of the 1st day of January, 2012, Gentiva Health Services, Inc. (the ?Controlling Company?) here |
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March 11, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 Commission File No. 1-15669 GENTIVA HEALTH SERVICES, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-4335801 (State or other jurisdiction of inco |
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March 11, 2013 |
Subsidiaries of Gentiva Health Services, Inc. Exhibit 21.1 Subsidiaries of Gentiva Health Services, Inc. Subsidiary Jurisdiction of Incorporation or Organization Access Home Health of Florida, LLC Delaware Capital Care Resources, LLC Georgia Capital Care Resources of South Carolina, LLC Georgia Capital Health Management Group, LLC Georgia Chattahoochee Valley Home Care Services, LLC Georgia Chattahoochee Valley Home Health, LLC Georgia CHMG A |
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February 13, 2013 |
GTIV / Gentiva Health Services Inc / WELLS FARGO & COMPANY/MN Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) GENTIVA HEALTH SERVICES INC (Name of Issuer) COM (Title of Class of Securities) 37247A102 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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February 13, 2013 |
GTIV / Gentiva Health Services Inc / VANGUARD GROUP INC Passive Investment gentivahealthservicesinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Gentiva Health Services Inc Title of Class of Securities: Common Stock CUSIP Number: 37247A102 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the |
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February 11, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* GENTIVA HEALTH SERVICES (Name of Issuer) Common Stock (Title of Class of Securities) 37247A102 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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February 7, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 7, 2013 GENTIVA HEALTH SERVICES, INC. (Exact name of registrant as specified in its charter) Delaware 1-15669 36-4335801 (State or other jurisdiction of incorporation) (Commi |
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February 6, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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January 9, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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November 6, 2012 |
Exhibit 4.5 FIRST SUPPLEMENTAL INDENTURE Supplemental Indenture (this ?Supplemental Indenture?), dated as of August 17, 2012, among Gentiva Health Services, Inc., a Delaware corporation (the ?Issuer?), Odyssey HealthCare of Augusta, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer (the ?Guaranteeing Subsidiary?), the other guarantors named on Schedule 1 hereto (t |
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November 6, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-15669 Gent |