SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 30, 2001
VENTAS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-10989 61-1055020
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
4360 Brownsboro Road, Suite 115, Louisville, Kentucky 40207-1642
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(Address of principal executive offices) (Zip Code)
(502) 357-9000
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(Registrant's telephone number, including area code)
Item 5. Other Events.
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On January 30, 2001, Ventas, Inc. ("Ventas" or the "Company") announced
that Sheli Z. Rosenberg, Vice Chairman of the Chicago-based Equity Group
Investments Inc., had been elected to the Company's Board of Directors. The
Company's announcement described some of Ms. Rosenberg's qualifications and
credentials.
The Company also announced that it will participate in the UBS Warburg
Global Healthcare Services Conference to be held in New York City on February
5-8, 2001. Ventas is scheduled to make its presentation on February 6, 2001 at
11 a.m. EST. Stockholders and other members of the public will be able to listen
to the conference live by dialing 719.457.2605 or 888.515.2781. A recording of
the session will also be available by calling 402.220.0705 or 877.803.5524. The
recorded version of the session will be available for up to four weeks following
the conference.
Ventas also announced that the common stock dividends it paid or declared
in 2000, including those paid in January 2001 to stockholders of record on
December 30, 2000, qualify to be treated as ordinary income in 2000, in accord
with Internal Revenue Code Section 857 governing real estate investment trusts
("REITs"). Stockholders are encouraged to consult with their personal tax
advisors as to their specific tax treatment of the Ventas dividends.
A copy of the press release issued by the Company on January 30, 2001 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 (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). 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, continued qualification as a REIT,
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.
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 of its affiliates (collectively referred to in
this paragraph as "Vencor"), as well as certain of its
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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 cost 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 the Company 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, (m)
the ability and willingness of the Company to maintain its qualification as a
REIT due to economic, market, legal, tax or other considerations, and (n) final
determination of the Company's taxable net income for 2000. Many of such factors
are beyond the control of the Company and its management.
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Item 7. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits:
99.1 Press Release dated January 30, 2001.
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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: February 5, 2001
By: /s/ T. Richard Riney
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Name: T. Richard Riney
Title: Executive Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit Description
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99.1 Press Release dated January 30, 2001.
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