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
NOVEMBER 17, 1998
Date of Report
(Date of earliest event reported)
VENTAS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 1-10989 61-1055020
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification Number)
</TABLE>
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
NOT APPLICABLE
(Former name or former address, if changed since last report)
<PAGE>
Item 5. OTHER EVENTS
A copy of the press release issued by the Company on November 17, 1998
is attached to this filing as Exhibit 99.1 and is incorporated herein by
reference.
Item 7. FINANCIAL STATEMENTS and EXHIBITS
(c) Exhibits
Exhibit 99.1 - Press Release Dated November 17, 1998.
2
<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: November 19, 1998 By:/S/ THOMAS T. LADT
Name: THOMAS T. LADT
Title: PRESIDENT
3
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
99.1 Press Release dated November 17, 1998 5
4
<PAGE>
Exhibit 99.1
Tuesday November 17, 6:11 pm Eastern Time
Company Press Release
Thomas T. Ladt Named Chief Executive Officer of Ventas
LOUISVILLE, Ky.-Nov. 17, 1998-The Board of Directors for Ventas, Inc.
(NYSE: VTR) today announced that Thomas T. Ladt, President of Ventas, will
become Chief Executive Officer effective January 1, 1999.
Ladt will replace Bruce Lunsford, who is currently Chairman and Chief
Executive Officer of Ventas. Lunsford will remain Chairman of Ventas.
"Tom Ladt is the ideal choice to become CEO since he has served as
President of Ventas from its inception," said Lunsford. "This will allow
me more time to focus my day-to-day energies on Vencor."
In addition, Douglas Crocker II, w ho is President, Chief Executive Officer
and member of the Board of Trustees for Equity Residential Properties Trust
(NYSE: EQR), the largest multifamily real estate investment trust in the
nation, has been appointed to the Executive Committee of Ventas and
Chairman of the Independent Board Committee for Ventas.
Ventas management also reaffirmed its plans to become a real estate
investment trust (REIT) effective January 1, 1999. The company expects to
pay out approximately 80 percent of its funds from operations (FFO) as
dividends to shareholders beginning in February of 1999, with subsequent
distributions in May, August and November of 1999. Barring any unforeseen
events, Ventas expects to meet analysts' FFO projections for 1999 of $1.94
- - $2.00 per common share.
Ventas, Inc. is a real estate company that owns 219 nursing centers, 46
hospitals and 8 personal care facilities in 36 states.
The statements in this press release regarding expected 1999 FFO amount and
pay-out ratio are forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 and the realization of the
expected 1999 FFO amount and pay-out ratio is subject to numerous
uncertainties. Ventas receives substantially all of its revenue in the
form of lease payments from subsidiaries of Vencor, Inc., a long-term care
hospital, nursing home and ancillary service provider. Any event that
adversely affects Vencor's ability to satisfy its obligations to Ventas is
likely to adversely affect Ventas' ability to meet present expectations
both as to FFO amount and pay-out ratio. Vencor is subject to numerous
uncertainties inherent to the healthcare business, including changes in law
and regulation or the application thereof, competitive pressures and other
factors set forth in Vencor's filings with the Securities and Exchange
Commission. Ventas also is subject to other factors that could adversely
affect its FFO expectations, including, but not limited to, interest rate
levels, level of administrative expenses, its ability to refinance its
indebtedness when it becomes
5
<PAGE>
due at interest rates equal to or lower than the interest rates under its
current credit agreement, and availability of investment opportunities.
__________
Contact:
Ventas, Inc., Louisville
Steven T. Downey, 502/596-2100
6
