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):
December 3, 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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On December 3, 2002, Ventas, Inc. (the "Company") announced that
Richard A. Schweinhart, 53, joined the Company as Senior Vice President and
Chief Financial Officer effective December 2, 2002. A copy of the press release
issued by the Company on December 3, 2002 is included as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
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 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 (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
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,
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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 Atria, Inc. ("Atria") to continue to meet and honor
its contractual arrangements with the Company and Ventas Realty, Limited
Partnership 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, (o) 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, (p) the
outcome of the audit being conducted by the Internal Revenue Service for the
Company's tax years ended December 31, 1997 and 1998, (q) final determination of
the Company's taxable net income for the year ending December 31, 2002, (r) 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 (s) 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 (t) 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 December 3, 2002
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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: December 5, 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 December 3, 2002