UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): December 6, 2005
VENTAS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 1-10989 | 61-1055020 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 10350 Ormsby Park Place, Suite 300, Louisville, Kentucky | 40223 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (502) 357-9000
Not Applicable
Former Name or Former Address, if Changed Since Last Report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
On December 6, 2005, Ventas, Inc. (the “Company”) announced that it priced a private offering of $125 million aggregate principal amount of 6 1/2% Senior Notes due 2016 (the “Notes”) to be issued by its operating partnership, Ventas Realty, Limited Partnership, and a wholly owned subsidiary, Ventas Capital Corporation. The Notes will not be registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such laws.
On December 6, 2005, the Company also announced that its Board of Directors declared a regular quarterly dividend of $0.36 per share, payable in cash on January 13, 2006 to stockholders of record on January 3, 2006. The dividend is the fourth quarterly installment of the Company’s 2005 annual dividend.
Copies of the press releases issued by the Company on December 6, 2005 are filed herewith as Exhibits 99.1 and 99.2, respectively, and incorporated in this Item 8.01 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired. |
Not applicable.
| (b) | Pro Forma Financial Information. |
Not applicable.
| (c) | Exhibits: |
| Exhibit Number |
Description | |
| 99.1 | Press release issued by the Company on December 6, 2005 (relating to the private offering of notes). | |
| 99.2 | Press release issued by the Company on December 6, 2005 (relating to the dividend). | |
SIGNATURES
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. | ||||||||
| Date: December 8, 2005 |
By: |
/s/ T. RICHARD RINEY | ||||||
| T. Richard Riney Executive Vice President, General Counsel and Corporate Secretary | ||||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press release issued by the Company on December 6, 2005 (relating to the private offering of notes). | |
| 99.2 | Press release issued by the Company on December 6, 2005 (relating to the dividend). | |