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):
June 19, 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 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.
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Ventas, Inc. (the "Company") announced today that it has filed a
universal shelf registration statement (the "Registration Statement") with the
Securities and Exchange Commission relating to $750 million of common stock,
preferred stock, debt securities, depositary shares and warrants. A copy of the
press release announcing the filing of the Registration Statement is included as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Certain of the securities that may be issued under the Registration
Statement are debt obligations of Ventas Realty, Limited Partnership and other
subsidiaries of the Company. In order to comply with the financial disclosure
requirements associated with the offering of such subsidiary debt securities,
the Company is filing as Exhibit 99.2 to this Current Report on Form 8-K and
incorporating herein by reference audited consolidated balance sheets of the
Company as of December 31, 2001 and 2000 and the related consolidated statements
of operations, stockholders' equity (deficit) and cash flows for each of the
three years in the period ended December 31, 2001, which include an additional
footnote containing consolidating financial information of the Company and its
subsidiaries. Other than the additional footnote disclosure, no changes have
been made to such financial statements from the financial statements filed as
exhibits to the Company's annual report on Form 10-K. The Company is also filing
as Exhibit 99.3 to this Current Report on Form 8-K and incorporating herein by
reference comparative quarterly consolidating financial information, for the
quarters ended March 31, 2001 and March 31, 2002.
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. and certain of its affiliates (collectively, "Kindred") 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 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 June 19, 2002.
99.2 Audited Consolidated Balance Sheets of the Company as of
December 31, 2001 and 2000 and the related consolidated
statements of operations, stockholders' equity (deficit)
and cash flows for each of the three years in the period
ended December 31, 2001.
99.3 Comparative quarterly consolidating financial information
for the three months ended March 31, 2002 and March 31,
2001.
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: June 19, 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 June 19, 2002
99.2 Audited Consolidated Balance Sheets of the
Company as of December 31, 2001 and 2000 and
the related consolidated statements of
operations, stockholders' equity (deficit)
and cash flows for each of the three years in
the period ended December 31, 2001.
99.3 Comparative quarterly consolidating financial
information for the three months ended March
31, 2002 and March 31, 2001.