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):
July 3, 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 July 3, 2001, Ventas, Inc. ("Ventas" or the "Company") announced that
its Board of Directors declared a regular quarterly cash dividend of $0.22 per
share payable on July 23, 2001 to stockholders of record on July 13, 2001. The
Company has approximately 68.9 million shares of common stock outstanding.
Ventas is a real estate investment trust ("REIT") whose properties include
44 hospitals, 216 nursing centers and eight personal care facilities operating
in 36 states.
A copy of the press release issued by the Company on July 3, 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 Ventas 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 "if", "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 a 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 the Company's filings with the
Securities and Exchange Commission (the "Commission"). Factors that may affect
the plans or results of the Company include, without limitation, (a) the ability
and willingness of Kindred Healthcare, Inc. and certain of its affiliates
(collectively, "Kindred") to continue to meet and/or honor its obligations under
its contractual arrangements with the Company and the Company's wholly owned
operating partnership, Ventas Realty, Limited Partnership ("Ventas Realty"),
including without limitation the various agreements (the "Spin Agreements")
entered into by the Company and Kindred at the time of the corporate
reorganization on May 1, 1998 (the "1998 Spin Off") pursuant to which the
Company was separated into two publicly held corporations, (b) the ability and
willingness of Kindred to continue to meet and/or honor its 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
Kindred in the 1998 Spin Off, (c) the ability of Kindred 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) changes in
general economic conditions and/or economic conditions in the markets in which
the Company may, from time to time, compete, (k) the ability of the Company to
pay down, refinance, restructure, and/or extend its indebtedness as it becomes
due, (l) the movement of interest rates and the resulting impact on the value of
the Company's interest rate swap agreement and the ability of the Company to
satisfy its obligation to post cash collateral if required to do so under such
interest rate swap agreement, (m) the ability and willingness of Atria, Inc.
("Atria") to continue to meet and honor its contractual arrangements with the
Company and Ventas Realty entered into connection with the Company's spin off of
its assisted living operations and related assets and liabilities to Atria in
August 1996, (n) the ability and willingness of the Company to maintain its
qualification as a REIT due to economic, market, legal, tax or other
considerations, (o) the outcome of the audit being conducted by the Internal
Revenue Service for the Company's tax years ended December 31, 1997 and 1998,
(p) final determination of the Company's net taxable income for the tax year
ended December 31, 2000, (q) the valuation for income tax purposes of the
Kindred equity received by the Company on the effective date of Kindred's plan
of reorganization and (r) the treatment of the Company's claims in the chapter
11 cases of certain of the Company's tenants, including Integrated Health
Services, Inc. and certain of its affiliates. Many of such factors are beyond
the control of the Company and its management.
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 July 3, 2001.
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: July 5, 2001
By: /s/ T. Richard Riney
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Name: T. Richard Riney
Title: Executive Vice President and
General Counsel
EXHIBIT INDEX
Exhibit Description
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99.1 Press Release dated July 3, 2001.