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):
November 25, 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
jurisdiciton 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 November 25, 2002, Ventas, Inc. (the "Company"), together with Ventas
TRS, LLC, a newly formed, wholly owned indirect subsidiary of the Company
("Ventas TRS"), and certain of the Company's other subsidiaries executed (i) a
Supplemental Indenture (the "2009 Supplemental Indenture") relating to the 8
3/4% Senior Notes due 2009 (the "2009 Notes") of Ventas Realty, Limited
Partnership ("Ventas Realty") and Ventas Capital Corporation ("Ventas Capital"),
which supplements the Indenture (the "2009 Indenture"), dated as of April 17,
2002, by and among Ventas Realty and Ventas Capital, as Issuers, the Company and
Ventas LP Realty, L.L.C. ("Ventas LLC"), as Guarantors, and U.S. Bank National
Association, as Trustee, as previously supplemented; and (ii) a Supplemental
Indenture (the "2012 Supplemental Indenture," and, together with the 2009
Supplemental Indenture, the "Supplemental Indentures") relating to the 9% Senior
Notes due 2012 (the "2012 Notes," and, together with the 2009 Notes, the
"Notes") of Ventas Realty and Ventas Capital, which supplements the Indenture
(the "2012 Indenture," and together with the 2009 Indenture, the "Indentures"),
dated as of April 17, 2002, by and among Ventas Realty and Ventas Capital, as
Issuers, the Company and Ventas LLC, as Guarantors, and U.S. Bank National
Association, as Trustee, as previously supplemented.
Under each of the Indentures, the Company is required to cause newly
acquired or created subsidiaries to become Guarantors (as such term is defined
in the Indentures) of the Notes and to cause such newly acquired or created
subsidiaries to execute a supplemental indenture, subject to certain exceptions.
Ventas TRS was formed on November 8, 2002 and the Supplemental Indentures were
executed in order to fulfill the Company's obligations under the Indentures with
respect to Ventas TRS. The 2009 Supplemental Indenture and the 2012 Supplemental
Indenture are included as Exhibits 99.1 and 99.2 to this Current Report on Form
8-K, respectively.
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, 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. ("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 ending December 31, 1997 and 1998, (p) final determination
of the Company's taxable net income for the year ending 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, (r) 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 (s) 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 Supplemental Indenture, dated as of November 25, 2002, by and
among Ventas TRS, LLC, as a Guaranteeing Subsidiary, Ventas
Realty, Limited Partnership and Ventas Capital Corporation, as
Issuers, Ventas, Inc., Ventas LP Realty, L.L.C. and Ventas
Healthcare Properties, Inc., as Guarantors, and U.S. Bank
National Association, as Trustee.
99.2 Supplemental Indenture, dated as of November 25, 2002, by and
among Ventas TRS, LLC, as a Guaranteeing Subsidiary, Ventas
Realty, Limited Partnership and Ventas Capital Corporation, as
Issuers, Ventas, Inc., Ventas LP Realty, L.L.C. and Ventas
Healthcare Properties, Inc., as Guarantors, and U.S. Bank
National Association, as Trustee.
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: November 26,2002
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 Supplemental Indenture, dated as of November 25, 2002, by and
among Ventas TRS, LLC, as a Guaranteeing Subsidiary, Ventas
Realty, Limited Partnership and Ventas Capital Corporation, as
Issuers, Ventas, Inc., Ventas LP Realty, L.L.C. and Ventas
Healthcare Properties, Inc., as Guarantors, and U.S. Bank
National Association, as Trustee.
99.2 Supplemental Indenture, dated as of November 25, 2002, by and
among Ventas TRS, LLC, as a Guaranteeing Subsidiary, Ventas
Realty, Limited Partnership and Ventas Capital Corporation, as
Issuers, Ventas, Inc., Ventas LP Realty, L.L.C. and Ventas
Healthcare Properties, Inc., as Guarantors, and U.S. Bank
National Association, as Trustee.