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):
June 28, 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.
-------------
On June 28, 2002, Ventas, Inc. (the "Company") announced the resignation of
its executive vice president John C. Thompson. A copy of the press release
issued by the Company on June 28, 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. 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.
----------------------------------
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits:
99.1 Press Release dated June 28, 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: July 3, 2002
By: /s/ T. Richard Riney
------------------------------
Name: T. Richard Riney
Title: Executive Vice President and
General Counsel
EXHIBIT INDEX
Exhibit Description
------- -----------
99.1 Press Release dated June 28, 2002