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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):
March 11, 2004
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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 jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
10350 Ormsby Park Place, Suite 300, Louisville, Kentucky 40223
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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)
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Item 5. Other Events and Regulation FD Disclosure
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On March 11, 2004, Ventas, Inc. (the "Company") announced that it had
agreed to sell 2.0 million shares of its common stock to Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as sole bookrunning manager for an underwritten
public offering. The Company expects to receive net proceeds of approximately
$51.2 million from the sale.
A copy of the press release issued by the Company on March 11, 2004 is
included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Attached as Exhibit 1.1 hereto is the purchase agreement by and among the
Company, Ventas Realty, Limited Partnership and Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
FORWARD-LOOKING STATEMENTS
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, FFO, 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, 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 security holders 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. ("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 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 and the Company's ability to identify and consummate
diversifying acquisitions or investments, including the consummation of the
acquisition of the remaining four facilities from affiliates of Brookdale Living
Communities, Inc., (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, procedures and rates, (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 and the
accounting for the Company's interest rate swap agreement, (m) the ability and
willingness of the Company to maintain its qualification as a REIT due to
economic, market, legal, tax or other considerations, (n) final determination of
the Company's taxable net income for the years ending December 31, 2003 and
2004, (o) 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 (p) 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, and the ability of Kindred and
the Company's other operators to accurately estimate the magnitude of such
liabilities. 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:
1.1 Purchase Agreement, dated March 10, 2004, by and among Ventas
Inc., Ventas Realty, Limited Partnership and Merrill Lynch,
Pierce, Fenner & Smith Incorporated.
5.1 Opinion of Willkie Farr & Gallagher LLP.
99.1 Press Release dated March 11, 2004.
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: March 12, 2004
By: /s/ Richard A. Schweinhart
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Name: Richard A. Schweinhart
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
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1.1 Purchase Agreement, dated March 10, 2004, by and among Ventas Inc.,
Ventas Realty, Limited Partnership and Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
5.1 Opinion of Willkie Farr & Gallagher LLP.
99.1 Press Release dated March 11, 2004.