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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):
September 13, 1999
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)
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)
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Item 5. Other Events.
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On September 13, 1999, Ventas, Inc. (the "Company") announced that its
principal tenant, Vencor, Inc. ("Vencor"), filed for a petition under Chapter 11
of the United States Bankruptcy Code in Wilmington, Delaware.
A copy of the press release issued by the Company on September 13, 1999 is
included as an exhibit to this filing and is incorporated herein by reference.
This Form 8-K includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). All statements regarding the Company's expected future
financial position, results of operations, cash flows, financing plans, business
strategy, expected lease income, plans and objectives of management for future
operations and statements that include words such as "anticipate," "believe,"
"plan," "estimate," "expect," "intend," 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 any duty to update
such forward-looking statements.
Factors that may affect the plans or results of the Company include,
without limitation, (i) the treatment of the Company's claims in Vencor's
Chapter 11 proceedings and the ability of Vencor to successfully reorganize
under its Chapter 11 proceedings, (ii) the ability of the Company's operators to
maintain the financial strength and liquidity necessary to satisfy their
obligations and duties under leases and other agreements with the Company and
their existing credit agreements, (iii) the extent of future healthcare reform
and regulation, including cost containment measures and changes in reimbursement
policies and procedures, (iv) increases in cost of borrowing for the Company,
(v) the ability of the Company to pay down, refinance, restructure and/or extend
its indebtedness as it becomes due, (vi) the results of the ongoing settlement
discussions pertaining to the billing disputes and other civil claims against
the Company and Vencor by the U.S. Department of Justice and other litigation
affecting the Company, and (vii) the success of the Company in implementing its
business strategy and the nature and extent of future competition. Many of such
factors are beyond the control of the Company and its management.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibit:
99.1 Press Release dated September 13, 1999.
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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: September 14, 1999
By: /s/ T. Richard Riney
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Name: T. Richard Riney
Title: Executive Vice President
and General Counsel
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EXHIBIT INDEX
99.1 Press Release dated September 13, 1999.
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Contact: Steven T. Downey
Executive Vice President and
Chief Financial Officer
(502) 357-9030
VENTAS ANNOUNCEMENT ON VENCOR BANKRUPTCY FILING
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LOUISVILLE, KY (September 13, 1999) - Ventas, Inc. (NYSE: VTR), the
Louisville-based real estate company, today announced that its principal tenant,
Vencor, Inc. (OTC: VCRI) filed a petition under Chapter 11 of the U.S.
Bankruptcy Code in Wilmington, Delaware. Ventas received approximately 99
percent of its revenues in the year ended December 31, 1998 from Vencor.
There can be no assurance as to what effect the Vencor bankruptcy will have on
Ventas. We expect Vencor's major creditors to support an expedited restructuring
process. However, the bankruptcy filing of Vencor and the ultimate resolution of
Vencor's obligations could significantly impact Ventas's revenues and its
ability to service its indebtedness, including its ability to pay down,
refinance, restructure and/or extend a $275 million Bridge Loan due on October
30, 1999, and to make distributions to its stockholders.
Ventas intends to publicly disclose additional information as developments in
the Vencor bankruptcy proceeding warrant.
This press release includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"). All statements regarding Ventas's expected future financial
position, results of operations, cash flows, financing plans, business strategy,
expected lease income, plans and objectives of management for future operations
and statements that include words such as "anticipate", "believe", "plan",
"estimate", "expect", "intend" 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 Ventas's
expectations. Ventas does not undertake any duty to update such forward-looking
statements.
Factors that may affect the plans or results of Ventas include, without
limitation, (1) the treatment of Ventas's claims in Vencor's Chapter 11
proceedings and the ability of Vencor to successfully reorganize under its
Chapter 11 proceedings, (2) the ability of Ventas's operators to maintain the
financial strength and liquidity necessary to satisfy their obligations and
duties
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Ventas Announcement on Vencor Bankruptcy Filing
Page 2
September 13, 1999
under leases and other agreements with Ventas and their existing credit
agreements, (3) the extent of future healthcare reform and regulation, including
cost containment measures and changes in reimbursement policies and procedures,
(4) increases in the cost of borrowing for Ventas, (5) the ability of Ventas to
pay, refinance, restructure and/or extend its indebtedness as it becomes due,
(6) the results of the ongoing settlement discussions pertaining to the billing
disputes and other civil claims against Ventas and Vencor by the U.S. Department
of Justice and other litigation affecting Ventas , and (7) the success of Ventas
in implementing its business strategy and the nature and extent of future
competition. Many of such factors are beyond the control of Ventas and its
management.
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