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 2, 2002
VENTAS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-10989 61-1055020
------------ ----------- ------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
4360 Brownsboro Road, Suite 115, Louisville, Kentucky 40207-1642
-----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(502) 357-9000
--------------
(Registrant's telephone number, including area code)
Item 5. Other Events
The Registrant is re-issuing in an updated format its historical
financial statements in connection with the adoption of Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" ("SFAS 144"). During the nine months ended September 30,
2002, the Company sold certain properties and in compliance with SFAS 144 has
reported revenue, expenses and gain on sale from these properties as
discontinued operations for each period presented in its quarterly reports filed
since the date of the sale (including the comparable period of the prior year).
Under Securities and Exchange Commission (the "SEC") requirements for
transitional disclosure, the same reclassification as discontinued operations
required by SFAS 144 following the sale of properties is required for previously
issued annual financial statements for each of the three years shown in the
Company's last annual report on Form 10-K, if those financials are incorporated
by reference in subsequent filings with the SEC made under the Securities Act of
1933, as amended, even though those financial statements relate to periods prior
to the date of the sale. This reclassification has no effect on the Company's
reported net income available to common shareholders or funds from operations
("FFO"). The Company is re-issuing these historical financial statements at this
time in connection with its filing today of a Registration Statement on Form S-3
relating to the registration of securities for sale by the Registrant, certain
of its subsidiaries, and two of its stockholders from time to time. This Report
on Form 8-K updates Items 6, 7 and 8 of the Company's Form 10-K to reflect those
properties sold during the nine months ended September 30, 2002 as discontinued
operations. All other items of the Form 10-K remain unchanged. No attempt has
been made to update matters in the Form 10-K except to the extent expressly
provided above.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits:
Exhibit 23.1 Consent of Independent Auditors.
Exhibit 99.1 Revised financial information for the years
ended December 31, 2001, 2000 and 1999 to
reflect the adoption of SFAS No. 144 -
Discontinued Operations (information included is
comprised of: Selected Financial Data;
Management's Discussion and Analysis of
Financial Condition and Results of
Operations; and Financial Statements).
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: December 2, 2002
By: /s/ T. Richard Riney
--------------------------------------
Name: T. Richard Riney
Title: Executive Vice President and
General Counsel
EXHIBIT INDEX
Exhibit Description
------- -----------
Exhibit 23.1 Consent of Independent Auditors.
Exhibit 99.1 Revised financial information for the years
ended December 31, 2001, 2000 and 1999 to
reflect the adoption of SFAS No. 144 -
Discontinued Operations (information included
is comprised of: Selected Financial Data;
Management's Discussion and Analysis of
Financial Condition and Results of
Operations; and Financial Statements).