VENTAS INC
8-K, 1998-05-08
HOSPITALS
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                       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




                                 April 30, 1998
                Date of Report (Date of earliest event reported)



                                  VENTAS, INC.
             (Exact name of registrant as specified in its charter)


        DELAWARE                   1-10989              61-1055020
(State of Incorporation)         (Commission            (IRS Employer
                                 File Number)           Identification Number)



                               3300 Aegon Center,
                             400 West Market Street,
                           Louisville, Kentucky 40202
                    (Address of Principal Executive Offices)



        Registrant's telephone number, including area code:(502) 596-7300



                                  VENCOR, INC.
         (Former name or former address, if changed since last report)






<PAGE>



Items 1-4. NOT APPLICABLE


Item 5. OTHER EVENTS

         On April 30, 1998, Ventas, Inc.(the "Company") announced that it had
completed the internal reorganization and the refinancing of all its
indebtedness necessary to complete the spin-off of its healthcare operations and
that its previously announced distribution of one share of healthcare company
common stock for each share of the Company's common stock would be paid on May
1, 1998. In connection with the reorganization, the Company was renamed Ventas,
Inc. A copy of the press release is attached to this filing and is incorporated
herein by reference.


Item 6. NOT APPLICABLE


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)  Financial Statements of Businesses Acquired

              Not Applicable

         (b)  Pro Forma Financial Information

              Not Applicable

         (c)  Exhibits
              Exhibit 99.1 -- Press Release Dated April 30, 1998.


Items 8-9. NOT APPLICABLE
















<PAGE>



                                   SIGNATURES

         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 hereunto duly authorized.

                                                  VENTAS, INC.


Date:  May 7, 1998                          By: /s/ T. Richard Riney
                                               ---------------------------------
                                                  Name:  T. Richard Riney
                                                  Title: Vice President







<PAGE>



                                  EXHIBIT INDEX





Exhibit No.      Description
- -----------      -----------

99.1             Press Release, dated April 30, 1998










Contact:          W. Earl Reed, III
                  Executive Vice President and
                  Chief Financial Officer
                  (502) 596-7380


FOR IMMEDIATE RELEASE


                        VENCOR SPIN-OFF TO OCCUR MAY 1ST


LOUISVILLE, Ky. (Apr. 30, 1998) - Vencor, Inc. (NYSE:VC) announced today that it
has  completed  the  internal  reorganization  and  the  refinancing  of all its
indebtedness  necessary to complete the spin-off of its  healthcare  operations.
Vencor's  previously  announced  distribution of one share of healthcare company
common stock for each share of Vencor  common  stock,  with a record date at the
close of business on April 27, 1998, will be paid on May 1, 1998.

         Vencor,  Inc. has been renamed Ventas,  Inc., and retains Vencor's real
property,  buildings and other improvements.  These assets will be leased to the
healthcare company. The healthcare company has assumed all of the operations and
other assets of Vencor, Inc., the Vencor name and the VC New York Stock Exchange
stock symbol.  Ventas will trade on the New York Stock Exchange under the symbol
VTR beginning May 1, 1998.

         Vencor  owns and  operates a national  network  of  hospitals,  nursing
centers and contract service providers in 45 states.



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