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 29, 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. ("Ventas" or the "Company") announced on January 29, 2002 that
it will release its 2001 annual earnings on Tuesday, March 26, 2002. A
conference call to discuss those earnings will be held that morning at 10:00
a.m. Eastern Time (9:00 a.m. Central Time). The conference call is being webcast
by CCBN and can be accessed at the Ventas web site at www.ventasreit.com or
www.companyboardroom.com.
Ventas also announced that it will webcast live President and CEO Debra A.
Cafaro's presentation regarding the Company that is to be featured as part of
the UBS Warburg Healthcare Services Conference on February 5, 2002. Ms. Cafaro's
presentation is scheduled to begin at 3:30 p.m. Eastern Time. The presentation
and accompanying slides will also be available through the Ventas website at
www.ventasreit.com. Those wishing to access the presentation via telephone
should dial 1-800-482-1732 and enter code 224053. Those calling from outside the
United States should dial 1-719-955-0808 and enter code 224053. The presentation
and accompanying slides will also be archived on the Ventas website for one
month following the date of the presentation.
A copy of a press release issued by the Company on January 29, 2002 is
included as exhibit 99.1 to this filing and is incorporated herein by reference.
Ventas is a real estate investment trust ("REIT") whose properties include
44 hospitals, 216 nursing centers and eight personal care facilities operating
in 36 states. Ventas is headquartered at 4360 Brownsboro Road, Suite 115,
Louisville, Kentucky 40207-1642. Its website can be found at www.ventasreit.com.
This 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 Ventas 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 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. and certain of its affiliates
(collectively, "Kindred") to continue to meet and/or honor its obligations under
its contractual arrangements with the Company and the Company's wholly owned
operating partnership, Ventas Realty, Limited Partnership ("Ventas Realty"),
including without limitation the various agreements (the "Spin Agreements")
entered into by the Company and Kindred at the time of the corporate
reorganization on May 1, 1998 (the "1998
Spin Off") pursuant to which the Company was separated into two publicly held
corporations, (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 health care 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 health care 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 agreement and the ability of the Company to satisfy its
obligation to post cash collateral if required to do so under such interest rate
swap agreement, (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 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 Company's failure to qualify
as a REIT due to its ownership of Kindred common stock, (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
net taxable income for the tax 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 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 Kindred common stock. 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 January 29, 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.
VENTAS, INC.
(Registrant)
Date: January 31, 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 January 29, 2002