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):
January 27, 2003
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 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 January 27, 2003
Item 9. Regulation FD Disclosure
------------------------
On January 27, 2003, Ventas, Inc. (the "Company") announced that it will
issue its 2002 annual earnings on Wednesday, February 26, 2003. A conference
call to discuss those earnings will be held that morning at 10:00 a.m. Eastern
Time (9:00 a.m. Central Time). The call is being webcast by CCBN and can be
accessed through the Company's website at www.ventasreit.com or at
www.companyboardroom.com.
The Company also announced that President and CEO Debra A. Cafaro and Chief
Financial Officer Richard A. Schweinhart will make a presentation regarding the
Company at the UBS Warburg Global Healthcare Services Conferences on Tuesday,
February 4, 2003 at 2:00 p.m. Eastern Time. The presentation is being audio
webcast and can be accessed at the Company's website at www.ventasreit.com or at
www.ubswarburg.com. The accompanying slides will also be available on the
Company's website at the time of the presentation. The webcast and slides will
be archived at www.ventasreit.com for 30 days after the event.
A copy of the press release issued by the Company on January 27, 2003 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,
including the exhibit, 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.
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.
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 27, 2003
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 January 27, 2003