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):
May 21, 2004
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 of File Number) Identification No.)
incorporation)
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)
Item 5. Other Events.
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On May 21, 2004, Ventas, Inc. (the "Company") announced that its Board of
Directors declared a regular quarterly dividend of $0.325 per share, payable in
cash on June 24, 2004, to stockholders of record on June 7, 2004.
The Company also announced that at its annual meeting on May 21, 2004,
stockholders voted to re-elect the following Board members to new, one-year
terms: Debra A. Cafaro, Douglas Crocker II, Ronald G. Geary, Jay M. Gellert,
Sheli Z. Rosenberg and Thomas C. Theobald.
A copy of the press release issued by the Company on May 21, 2004 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 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 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, (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:
99.1 Press Release dated May 21, 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: May 24, 2004
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 21, 2004