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):
May 14, 2003
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 File Number) Identification No.)
of 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 May 14, 2003, Ventas, Inc. (the "Company") announced that it had reached
an agreement to sell all of its skilled nursing facilities in Florida and Texas
to its primary tenant, Kindred Healthcare, Inc. ("Kindred"), which currently
leases those 16 facilities from the Company.
A copy of the press release issued by the Company on May 14, 2003 (the
"Press Release") is included as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
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 Exchange Act. 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 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 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, (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 Company's net worth, (m) 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, (n) final determination of the Company's
taxable net income for the years ending December 31, 2002 and December 31, 2003,
(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, (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, particularly in the state of Florida, and the
ability of Kindred and the Company's other operators to accurately estimate the
magnitude of such liabilities, and (q) 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.
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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 May 14, 2003
Item 9. Regulation FD Disclosure
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The Company will hold a conference call to discuss the Press Release on May
15, 2003, at 4:30 p.m. Eastern Time (3:30 p.m. Central Time). The conference
call is being web cast by CCBN and can be accessed at the Ventas website at
www.ventasreit.com or www.companyboardroom.com. An online replay of the web cast
will be available at approximately 8:00 p.m. Eastern Time and will be archived
for thirty days.
The information of this Item 9 to this Current Report on Form 8-K is
furnished pursuant to Item 9 and shall not be deemed to be "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that Section.
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: May 15, 2003
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 May 14, 2003