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 8, 2000
VENTAS, INC.
-----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-10989 61-1055020
------------ ----------- ------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
4360 Brownsboro Road, Suite 115, Louisville, Kentucky 40207-1642
----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(502) 357-9000
--------------
(Registrant's telephone number, including area code)
Item 5. Other Events.
-------------
On September 8, 2000, Ventas, Inc. ("Ventas" or the "Company") announced
that its board of directors voted to pay a cash dividend of $0.62 per share,
payable on September 28, 2000 to stockholders of record on September 18, 2000.
This amount, when combined with the $0.39 per share dividend paid in February
1999, represents 95 percent of the Company's 1999 taxable income. This combined
dividend enables Ventas to elect real estate investment trust ("REIT") status
for the period beginning January 1, 1999 when it files its 1999 federal income
tax return.
Ventas paid a 1999 first quarter dividend, but dividends for the remainder
of the year were deferred as part of the Company's strategy to build its cash
reserves during the reorganization discussions of its primary tenant, Vencor,
Inc. ("Vencor"). Vencor filed for bankruptcy protection on September 13, 1999.
Ventas also said that the amount of the total dividend ($1.01 per share)
declared for 1999 should not be viewed as an indication of future dividend
levels, which are likely to be lower. The Company intends to maintain its REIT
status, which requires it to pay 95 percent of its taxable income as dividends.
The payment of such minimum REIT dividends is contemplated under Ventas'
long-term credit agreement. However, the Company is unable to predict the amount
or timing of future dividends due to uncertainty over the restructuring of
Vencor. Consistent with its previously announced position, Ventas said that it
will not declare or pay a third quarter 2000 dividend at this time.
The Company also announced that negotiations surrounding the financial
restructuring of Vencor and its anticipated emergence from bankruptcy are
ongoing. Vencor has received an extension, until September 29, 2000, of the
period during which it has the exclusive right to file a plan of reorganization.
A copy of the press release issued by the Company on September 8, 2000 is
included as an exhibit to this filing and is incorporated herein by reference.
This Form 8-K 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. All statements regarding the
Company's and its subsidiaries' expected future financial position, results of
operations, cash flows, funds from operations, dividends and dividend plans,
financing plans, business strategy, budgets, projected costs, capital
expenditures, competitive positions, growth opportunities, expected lease
income, ability to qualify as a real estate investment trust, plans and
objectives of management for future operations and statements that include words
such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "may,"
"could," and other similar expressions are forward-looking statements. Such
forward-looking statements are inherently uncertain, and stockholders must
recognize that actual results may differ from the Company's expectations. The
Company does not undertake any duty to update such forward-looking statements.
-2-
Actual future results and trends for the Company may differ materially
depending on a variety of factors discussed in this Form 8-K and elsewhere in
the Company's filings with the Securities and Exchange Commission. Factors that
may affect the plans or results of the Company include, without limitation, (a)
the treatment of the Company's claims in the chapter 11 cases of its primary
tenant, Vencor, Inc. and certain affiliates (collectively, "Vencor"), as well as
certain of its other tenants, (b) the ability and willingness of Vencor to
continue to meet and/or honor its obligations under the agreements the Company
and Vencor entered into in connection with the 1998 spin off by the Company of
Vencor (the "1998 Spin Off"), including, without limitation, the obligation to
indemnify and defend the Company for all litigation and other claims relating to
the health care operations and other assets and liabilities transferred to
Vencor in the 1998 Spin Off, (c) the ability of Vencor and the Company's other
operators to maintain the financial strength and liquidity necessary to satisfy
their respective obligations and duties under the leases and other agreements
with the Company, and their existing credit agreements, (d) the Company's
success in implementing its business strategy, (e) the nature and extent of
future competition, (f) the extent of future health care reform and regulation,
including costs containment measures and changes in reimbursement policies and
procedures, (g) increases in the cost of borrowing for the Company, (h) the
ability of the Company's operators to deliver high quality care and to attract
patients, (i) the results of litigation affecting the Company, (j) the results
of the settlement discussions Vencor and Ventas have been engaged in with the
federal government seeking to resolve federal civil and administrative claims
against them arising from the participation of Vencor facilities in various
federal health benefit programs, (k) changes in general economic conditions
and/or economic conditions in the markets in which the Company may, from time to
time, compete, (l) the ability of the Company to pay down, refinance,
restructure, and/or extend its indebtedness as it becomes due, and to amend
certain provisions of its credit agreement that would require the Company to
repay substantially all of its indebtedness if Vencor does not emerge from
bankruptcy by December 31, 2000, and (m) the ability of the Company to qualify
as a real estate investment trust. Many of such factors are beyond the control
of the Company and its management.
-3-
Item 7. Financial Statements and Exhibits.
----------------------------------
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits:
99.1 Press Release dated September 8, 2000.
-4-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VENTAS, INC.
(Registrant)
Date: September 12, 2000
By: /s/ T. Richard Riney
------------------------------
Name: T. Richard Riney
Title: Executive Vice President and
General Counsel
-5-
EXHIBIT INDEX
Exhibit Description
- ------- -----------
99.1 Press Release dated September 8, 2000.
-6-