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):
October 8, 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 (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.
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On October 8, 2002, Ventas, Inc. (the "Company") announced that the Company
has entered into an agreement to invest $120 million with Trans Healthcare,
Inc., a privately owned long-term care and hospital company. A copy of the press
release issued by the Company on October 8, 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, 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 (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) 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 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, (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, 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 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 the 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 October 8, 2002.
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.
Date: October 9, 2002 VENTAS, INC.
(Registrant)
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 October 8, 2002