EXHIBIT 99.2
[LETTERHEAD OF VENTAS, INC.]
Contact: Debra A. Cafaro
President and CEO
or
John C. Thompson
Vice President
(502) 357-9000
VENTAS DECLARES REGULAR QUARTERLY DIVIDEND
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Ventas To Participate In Kindred Secondary Offering
Louisville, Ky. (September 11, 2001) -- Ventas, Inc. (NYSE:VTR) ("Ventas" or the
"Company") said today that its Board of Directors declared a regular quarterly
cash dividend of $0.22 a share payable on October 1, 2001 to shareholders of
record on September 21, 2001. Ventas, Inc. has approximately 68.9 million shares
of common stock outstanding.
VENTAS REAFFIRMS DIVIDEND GUIDANCE
Ventas confirmed its dividend guidance of $0.88 a share for 2001. Should
taxable net income be higher or lower than the Company's projections, it will
likely make a one-time adjustment to the portion of its 2001 dividend expected
to be announced in December 2001. The Company added that the dividend for the
fourth quarter of 2001 may be satisfied by a distribution of a combination of
cash or other property or securities, including the Company's stock in its
primary tenant Kindred Healthcare, Inc. (OTCBB:KIND). Ventas owns 1,498,500
shares of Kindred stock it received on April 20, 2001 when Kindred successfully
emerged from bankruptcy.
VENTAS TO PARTICIPATE IN KINDRED SECONDARY OFFERING
Ventas also said that Kindred has filed a registration statement to
distribute approximately $50 million of its common equity currently held by its
largest
shareholders, including Ventas. Ventas 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.
"Kindred's strong second quarter earnings results and the turnaround in the
long term healthcare sector underscore an attractive future for our tenant. We
are pleased to be able to support Kindred's effort to create liquidity in its
common equity," Ventas President and CEO Debra A. Cafaro said.
ASSUMPTIONS
The Company's estimation of its 2001 taxable income and the related
quarterly dividends is based on a number of assumptions, including, but not
limited to, the following: Kindred performs its obligations under the Amended
Master Leases and the Spin Agreements; no capital transactions occur; the
Company's tax positions do not change; the Company does not incur any impact
from new accounting rule FASB 133 relating to derivatives; interest rates remain
constant; the Company pays 90% of its taxable net income as a dividend for 2001
and pays federal income tax on the remaining 10% of its taxable net income; and
the Company's issued and outstanding shares are unchanged.
Ventas, Inc. is a real estate investment trust whose properties include 44
hospitals, 216 nursing facilities, and eight personal care facilities in 36
states. Its website can be found at www.ventasreit.com.
This Press Release 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 real estate
investment trust ("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 (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. ("Kindred") and certain of its
affiliates 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 years
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 and
former 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 tenant, 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.