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):
October 23, 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 October 23, 2002, Ventas, Inc. (the "Company") announced that its Board
of Directors declared a regular quarterly dividend of $0.2375 per share, payable
in cash on January 3, 2003 to stockholders of record on December 17, 2002. The
dividend is the fourth quarterly installment of the Company's $0.95 per share
2002 annual dividend. The Company has approximately 69.7 million shares of
common stock outstanding.
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 October 23, 2002
Item 9. Regulation FD Disclosure.
-------------------------
The Company also announced that its President and CEO Debra A. Cafaro will
make a presentation regarding the Company at the Thirteenth Annual CIBC World
Markets Health Care Conference in New York City on Tuesday, November 5, 2002 at
2:30 p.m. Eastern Time. The presentation is being audio webcast and can be
accessed at the Ventas website at www.ventasreit.com. The presentation will also
be archived on the website for 30 days. A copy of the press release issued by
the Company on October 23, 2002 is included as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated in this Item 9 by reference.
The information of this Item 9 to this Current Report on Form 8-K and
Exhibit 99.1 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 Act of 1934, as amended, or otherwise subject to the liabilities of
that Section.
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.
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: October 24, 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 October 23, 2002