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):
April 2, 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 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 April 2, 2002, Ventas, Inc. ("Ventas" or the "Company") announced that
it plans to raise approximately $400 million in a proposed private offering of
senior notes due 2009 and senior notes due 2012 to be issued by its operating
partnership and a wholly-owned subsidiary formed in connection with the
offering.
A copy of a press release issued by the Company on April 2, 2002 is
included as exhibit 99.1 to this filing and is incorporated herein by reference.
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 Ventas 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 (the "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 honor its obligations under its
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 honor its obligation to indemnify and defend
the Company for all litigation and other claims relating to the health care
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 health care 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 Kindred common stock, (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 ended December 31, 2001, (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 and (r) 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 Kindred common stock. 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 April 2, 2002.
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: April 3, 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 Press Release dated April 2, 2002.