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 29, 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 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 29, 2004.
Item 9. Regulation FD Disclosure
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On January 29, 2004, Ventas, Inc. (the "Company") announced that it has
agreed to acquire 14 independent living and assisted living facilities for $115
million. Chicago-based Brookdale Living Communities, Inc. affiliates have agreed
to lease and operate the properties for 15 years.
A copy of the press release issued by the Company on January 29, 2004 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, 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. 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, including
without limitation, its proposed acquisition of ElderTrust, (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 year ending December 31, 2003, (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.
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, 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 January 29, 2004.