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): October 12, 2006
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 October 12, 2006, Ventas, Inc. (the “Company”) announced that it has exercised its election to increase the aggregate base rental under its master lease agreements with Kindred Healthcare, Inc. (“Kindred”) by $33.1 million per year to $239 million, as determined by the final appraisers through the rent reset process. In connection with its election, the Company paid to Kindred a $4.6 million aggregate reset fee.
A copy of the press release issued by the Company on October 12, 2006 is filed herewith as Exhibit 99.1 and incorporated by reference in this Item 8.01.
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 | |
| 10.1 | Exhibit C to Amended and Restated Master Lease Agreement No. 1 dated as of April 20, 2001 for lease executed by Ventas Realty, Limited Partnership, as Lessor, and Kindred, Inc. and Kindred Operating, Inc., as Tenant, as amended. | |
| 10.2 | Exhibit C to Amended and Restated Master Lease Agreement No. 2 dated as of April 20, 2001 for lease executed by Ventas Realty, Limited Partnership, as Lessor, and Kindred, Inc. and Kindred Operating, Inc., as Tenant, as amended. | |
| 10.3 | Exhibit C to Amended and Restated Master Lease Agreement No. 3 dated as of April 20, 2001 for lease executed by Ventas Realty, Limited Partnership, as Lessor, and Kindred, Inc. and Kindred Operating, Inc., as Tenant, as amended. | |
| 10.4 | Exhibit C to Amended and Restated Master Lease Agreement No. 4 dated as of April 20, 2001 for lease executed by Ventas Realty, Limited Partnership, as Lessor, and Kindred, Inc. and Kindred Operating, Inc., as Tenant, as amended. | |
| 99.1 | Press release issued by the Company on October 12, 2006. | |
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: October 18, 2006 | By: | /s/ T. Richard Riney | ||
| T. Richard Riney | ||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 10.1 | Exhibit C to Amended and Restated Master Lease Agreement No. 1 dated as of April 20, 2001 for lease executed by Ventas Realty, Limited Partnership, as Lessor, and Kindred, Inc. and Kindred Operating, Inc., as Tenant, as amended. | |
| 10.2 | Exhibit C to Amended and Restated Master Lease Agreement No. 2 dated as of April 20, 2001 for lease executed by Ventas Realty, Limited Partnership, as Lessor, and Kindred, Inc. and Kindred Operating, Inc., as Tenant, as amended. | |
| 10.3 | Exhibit C to Amended and Restated Master Lease Agreement No. 3 dated as of April 20, 2001 for lease executed by Ventas Realty, Limited Partnership, as Lessor, and Kindred, Inc. and Kindred Operating, Inc., as Tenant, as amended. | |
| 10.4 | Exhibit C to Amended and Restated Master Lease Agreement No. 4 dated as of April 20, 2001 for lease executed by Ventas Realty, Limited Partnership, as Lessor, and Kindred, Inc. and Kindred Operating, Inc., as Tenant, as amended. | |
| 99.1 | Press release issued by the Company on October 12, 2006. | |