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):
September 11, 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 September 11, 2001, Ventas, Inc. ("Ventas" or the "Company") announced
that Jay Gellert, President, Chief Executive Officer and Director of Health Net,
Inc., and Gary Loveman, President, Chief Operating Officer and Director of
Harrah's Entertainment, Inc., had been elected to the Company's Board of
Directors. A copy of a press release issued by the Company on September 11, 2001
describing the credentials of the two new members of the Company's Board of
Directors is included as exhibit 99.1 to this filing and is incorporated herein
by reference.
In a separate press release issued on September 11, 2001, which is included
as exhibit 99.2 to this filing and is incorporated herein by reference, the
Company also announced that its Board of Directors declared a regular quarterly
cash dividend of $0.22 per share payable on October 1, 2001 to stockholders of
record on September 21, 2001. The Company confirmed its dividend guidance of
$0.88 per share for fiscal year 2001. Ventas further announced that its primary
tenant, Kindred Healthcare, Inc. ("Kindred"), has filed a registration statement
to distribute approximately $50 million of its common equity currently held by
Kindred's largest shareholders, including Ventas. The Company said that it has
agreed to participate in the secondary offering to a maximum of 100,000 shares
of Kindred stock. In connection with the secondary offering, Kindred has also
registered to offer for sale $100 million in common shares that will be newly
issued by Kindred.
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. Ventas is headquartered at 4360 Brownsboro Road, Suite 115,
Louisville, Kentucky 40207-1642. Its website can be found at www.ventasreit.com.
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," "should", "will" 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. Factors that may affect the plans or results of the Company
include, without limitation, (a) the ability and willingness of Kindred 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 and December 31, 2001, (q) 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, (r)
the ability and willingness of the Company's tenants to renew their leases with
the Company upon expiration of the leases and the Company's ability to relet its
properties on the same or better terms in the event such leases expire and are
not renewed by the existing tenants, and (s) the limitations on the ability of
the Company to sell, transfer or otherwise dispose of its Kindred stock arising
out of the securities laws and the Registration Rights Agreement among Kindred,
the Company and others. 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 September 11, 2001.
99.2 Press Release dated September 11, 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: September 17, 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 September 11, 2001.
99.2 Press Release dated September 11, 2001.