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):
May 14, 2002
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
incorporation) No.)
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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Ventas, Inc. (the "Company" or "Ventas") announced on May 14, 2002 that its
Board of Directors declared a regular quarterly dividend of $0.2375 per share,
payable in cash on June 4, 2002 to stockholders of record on May 24, 2002.
Ventas also announced that at the Company's annual meeting on May 14, 2002,
its stockholders voted to elect the following board members to new, one-year
terms. The board members are Debra A. Cafaro, Douglas Crocker, II, Ronald G.
Geary, Jay M. Gellert, Gary W. Loveman, W. Bruce Lunsford and Sheli Z.
Rosenberg.
Finally, Ventas announced that its stockholders also ratified Ernst &
Young, LLP as the Company's independent auditors for 2002.
A copy of the press release issued by the Company on May 14, 2002 is
included as an exhibit to this filing and is incorporated herein by reference.
This Current Report on Form 8-K 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 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," "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 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 Healthcare, Inc. ("Kindred") and certain of its affiliates to continue
to meet and/or honor 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 honor 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, (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 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 agreements and the ability of the Company to satisfy its
obligation to post cash collateral if required to do so under one of these
interest rate swap agreements, (m) the ability and willingness of Atria, Inc.
("Atria") to continue to meet and honor its contractual arrangements with the
Company and Ventas Realty, Limited Partnership entered into in 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, including without limitation, the risk that the
Company may fail to qualify as a REIT due to its ownership of common stock in
Kindred, (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 taxable net income for the year ended December
31, 2001, (q) 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 (r) the value of
the Company's common stock in Kindred and the limitations on the ability of the
Company to sell, transfer or otherwise dispose of its common stock in Kindred
arising out of the securities laws and the registration rights agreement the
Company entered into with Kindred and certain of the holders of common stock in
Kindred. 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 May 14, 2002.
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: May 16, 2002
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 May 14, 2002.