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):
February 23, 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 February 23, 2001, Ventas, Inc. ("Ventas" or the "Company") issued a
statement indicating that its primary tenant, Vencor, Inc. ("Vencor"), had filed
a brief with the United States Bankruptcy Court for the District of Delaware
(the "Bankruptcy Court") stating that Vencor's Plan of Reorganization (the
"Plan") had been overwhelmingly accepted by the classes of creditors entitled to
vote on the Plan. In its statement, the Company said that under the terms of a
stipulation agreement between Ventas and Vencor entered by the Bankruptcy Court
on January 16, 2001, Ventas extended the deadline before it is required to cast
its vote on the Plan. The Company announced that it has reserved all of its
rights regarding the Plan and the confirmation process while Vencor is
finalizing the definitive documentation to effectuate the terms of the Plan.
Ventas also stated that a confirmation hearing on the Plan is scheduled for
March 1, 2001.
A copy of the press release issued by the Company on February 23, 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 real
estate investment trust ("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 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
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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 February 23, 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 26, 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 February 23, 2001.
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