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):
January 6, 2003
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 (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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
On January 6, 2003, Ventas, Inc. (the "Company") announced that it had sold
the senior loan it originated in its recent transaction with Trans Healthcare,
Inc. to GE Capital.
The Company also announced that effective December 31, 2002, it repurchased
$34 million of senior notes out of the proceeds of the recently completed stock
offering.
The Company also announced that it has settled its dispute with Atria, Inc.
regarding the parties' respective rights and obligations relative to the
issuance of mortgage resident bonds to residents of "New Pond Village," a senior
housing facility in Walpole, Massachusetts operated by Atria and formerly owned
by the Company.
A copy of the press release issued by the Company on January 6, 2003 is
included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
FORWARD-LOOKING STATEMENTS
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 (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). 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 the Company's
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 (the
"Spin 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
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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) a
downgrade in the rating of Ventas Realty, Limited Partnership's outstanding debt
securities by one or more rating agencies which could have the effect of, among
other things, an increase in the cost of borrowing for the Company, (i) the
ability of the Company's operators to deliver high quality care and to attract
patients, (j) the results of litigation affecting the Company, (k) changes in
general economic conditions and/or economic conditions in the markets in which
the Company may, from time to time, compete, (l) the ability of the Company to
pay down, refinance, restructure, and/or extend its indebtedness as it becomes
due, (m) the movement of interest rates and the resulting impact on the value of
the Company's interest rate swap agreements and the Company's net worth 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, (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 ending December 31, 2002, (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 (r) 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,
particularly in the state of Florida, and the ability of Kindred and the
Company's other operators to accurately estimate the magnitude of such
liabilities, and (s) 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.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits:
99.1 Press Release dated January 6, 2003
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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: January 6, 2003
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 January 6, 2003