[VENTAS LOGO]
Ventas, Inc. 10350 Ormsby Park Place Suite 300 Louisville,Kentucky 40223
(502) 357.9000 (502) 357.9029 Fax
Contacts: Debra A. Cafaro
Chairman, President and CEO
or
Richard A. Schweinhart
Senior Vice President and CFO
(502) 357-9000
VENTAS DECLARES REGULAR QUARTERLY DIVIDEND OF $0.325 PER SHARE
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Stockholders Re-elect Directors, Ratify E&Y and
Approve 2004 Stock Plan for Directors;
Board Re-appoints Presiding Director and Chairman
Louisville, KY (May 21, 2004) - Ventas, Inc. (NYSE:VTR) (the "Company" or
"Ventas") said today its Board of Directors declared a regular quarterly
dividend of $0.325 per share, payable in cash on June 24, 2004, to stockholders
of record on June 7, 2004. The dividend is the second quarterly installment of
the Company's 2004 annual dividend. The Company has approximately 84 million
shares of common stock outstanding.
SHAREHOLDERS APPROVE PROPOSALS
At Ventas's annual meeting today, stockholders voted to re-elect the
following Board members to new, one-year terms: Debra A. Cafaro, Douglas Crocker
II, Ronald G. Geary, Jay M. Gellert, Sheli Z. Rosenberg and Thomas C. Theobald.
Ventas stockholders also ratified Ernst & Young LLP as the Company's
independent auditors for 2004 and approved the Company's 2004 Stock Plan for
Directors, which is an amendment and restatement of the Company's 2000 Stock
Option Plan for Directors.
BOARD RE-APPOINTS LEADERSHIP
Also today, consistent with the Company's commitment to sound corporate
governance, the Ventas Board of Directors re-appointed Mr. Crocker, an
independent director, as the Company's Presiding Director to chair executive
sessions of the Board and otherwise act as a liaison between the independent
members of the Ventas Board and the Company's management. Additionally, the
Ventas Board re-appointed Ms. Cafaro as Chairman. Ms. Cafaro is also the
Company's President and Chief Executive Officer.
Ventas is a healthcare real estate investment trust that owns
healthcare-related facilities, including hospitals, nursing facilities and
senior housing facilities. More information about Ventas can be found on its
website 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, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements regarding Ventas,
Inc.'s ("Ventas" or
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Ventas Declares Quarterly Dividend of $0.325 Per Share
Page 2
May 21, 2004
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the "Company") 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," "if," "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 security holders 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 perform their obligations under their contractual arrangements with the
Company and the Company's subsidiaries, including without limitation the lease
agreements and various agreements entered into by the Company and Kindred at the
time of the Company's spin off of Kindred on May 1, 1998 (the "1998 Spin Off"),
as such agreements may have been amended and restated in connection with
Kindred's emergence from bankruptcy on April 20, 2001, (b) the ability and
willingness of Kindred to continue to meet and/or perform its obligation to
indemnify and defend the Company for all litigation and other claims relating to
the healthcare 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 and the Company's ability to
identify and consummate diversifying acquisitions or investments, (e) the nature
and extent of future competition, (f) the extent of future healthcare reform and
regulation, including cost containment measures and changes in reimbursement
policies, procedures and rates, (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 and the accounting for the Company's interest rate swap
agreement, (m) the ability and willingness of the Company to maintain its
qualification as a REIT due to economic, market, legal, tax or other
considerations, (n) final determination of the Company's taxable net income for
the years ending December 31, 2003 and 2004, (o) 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 (p) the impact on the liquidity, financial condition and results of
operations of Kindred and the Company's other operators resulting from increased
operating costs and uninsured liabilities for professional liability claims, and
the ability of Kindred and the Company's other operators to accurately estimate
the magnitude of such liabilities. Many of such factors are beyond the control
of the Company and its management.
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