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):
January 30, 2003
VENTAS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-10989 61-1055020
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(State or other (Commission File (IRS Employer
jurisdiction of 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 January 30, 2003, Ventas, Inc. (the "Company") announced that its Board
of Directors named President and CEO Debra A. Cafaro, 45, to the additional
position of Chairman of the Board, effective immediately.
A copy of the press release issued by the Company on January 30, 2003 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 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, (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) a downgrade in the rating of Ventas Realty, Limited
Partnership's outstanding debt securities by one or more rating agencies which
could have the effect of, among other things, an increase in the cost of
borrowing for the Company, (i) the ability of the Company's operators to deliver
high quality care and to attract patients, (j) the results of litigation
affecting the Company, (k) changes in general economic conditions and/or
economic conditions in the markets in which the Company may, from time to time,
compete, (l) the ability of the Company to pay down, refinance, restructure,
and/or extend its indebtedness as it becomes due, (m) 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 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, (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 ended 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 the ability of Kindred and the Company's other operators to
accurately estimate the magnitude of such liabilities, 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 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 January 30, 2003
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: January 30, 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 January 30, 2003