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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):
May 23, 2000
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 File (IRS Employer
jurisdiction of 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 May 24, 2000, Ventas, Inc. (the "Company") announced that shareholders
at its annual meeting yesterday approved all of the Company's proposals,
including the reelection of the following six directors: Walter F. Beran, Debra
A. Cafaro, Douglas Crocker II, Ronald G. Geary, W. Bruce Lunsford and R. Gene
Smith.
Speaking at the meeting, Debra A. Cafaro, President and CEO, outlined the
status of the Company's negotiations in the bankruptcy of its primary tenant,
Vencor, Inc. ("Vencor").
The Company also announced on May 24, 2000 that it has entered into a tax
stipulation agreement (the "Agreement") with Vencor, which provides for the
proceeds of certain federal, state and local tax refunds received by either
company on or after September 13, 1999 to be held by the recipient of such
refunds in segregated interest bearing accounts. As the Company previously
reported, certain refunds have been the subject of dispute between the Company
and Vencor. Included in the Agreement is a federal income tax refund of
approximately $26.6 million received by the Company out of the filing of its
1998 tax return, which is a refund of taxes paid by the Company in prior years.
The Agreement, which is subject to approval by the bankruptcy court,
contains notice provisions relating to the withdrawal of funds by either party
from the segregated accounts. Each party reserves all rights and claims
regarding the amounts covered by the Agreement.
A copy of the press release issued by the Company on May 24, 2000 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 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, ability to qualify as a real estate
investment trust, plans and objectives of management for future operations and
statements that include words such as "anticipate," "believe," "plan," "would,"
"will," "should," "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.
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Actual future results and trends for the Company may differ materially
depending on a variety of factors discussed in this Form 10-K and elsewhere 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 treatment of the Company's claims in the chapter 11 cases of its primary
tenant, Vencor, Inc. and certain affiliates (collectively, "Vencor"), as well as
certain of its other tenants, (b) the ability and willingness of Vencor to
continue to meet and/or honor its obligations under the Spin Agreements (as
defined below), including, without limitation, the obligation to indemnify and
defend the Company for all litigation and other claims relating to the health
care operations and other assets and liabilities transferred to Vencor in the
1998 Spin Off (as defined below), (c) the ability of Vencor 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 health care reform and
regulation, including costs containment measures and changes in reimbursement
policies and procedures, (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) the
results of the settlement discussions Vencor and Ventas have been engaged in
with the federal government seeking to resolve federal civil and administrative
claims against them arising from the participation of Vencor facilities in
various federal health benefit programs, (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, and
(m) the ability of the Company to qualify as a real estate investment trust.
Many of such factors are beyond the control of the Company and its management.
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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 May 24, 2000.
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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: May 25, 2000
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
Exhibit Description
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99.1 Press Release dated May 24, 2000.
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<PAGE>
EXHIBIT 99.1
Contact: John C. Thompson
Vice President
(502) 357-9022
FOR IMMEDIATE RELEASE
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VENTAS SHAREHOLDERS REELECT BOARD OF DIRECTORS;
VENTAS ENTERS INTO TAX STIPULATION AGREEMENT WITH VENCOR
LOUISVILLE, KY - (May 24, 2000) - Ventas, Inc. (NYSE:VTR) (the "Company")
announced today that shareholders at its annual meeting yesterday approved all
of the Company's proposals, including the reelection of the following six
directors: Walter F. Beran, Debra A. Cafaro, Douglas Crocker II, Ronald G.
Geary, W. Bruce Lunsford and R. Gene Smith.
Speaking at the meeting, Debra A. Cafaro, President and CEO, outlined the
status of the Company's negotiations in the bankruptcy of its primary tenant,
Vencor, Inc. (OTCBB:VCRI).
"We remain committed to working toward a consensual global restructuring of
Vencor that is fair and balanced and is based on the September 1999 agreement
among Ventas and Vencor's creditors. A fair deal requires Vencor to be healthy
when it emerges from bankruptcy," Cafaro said.
Additionally, the Company today stated that it has entered into a tax
stipulation agreement (the "Agreement") with Vencor, which provides for the
proceeds of certain federal, state and local tax refunds received by either
company on or after September 13, 1999, to be held by the recipient of such
refunds in segregated interest bearing accounts. As the Company previously
reported, certain refunds have been the subject of dispute between the Company
and Vencor. Included in the Agreement is a federal income tax refund of
approximately $26.6 million received by the Company out of the filing of its
1998 tax return, which is a refund of taxes paid by the Company in prior years.
The Agreement, which is subject to approval by the bankruptcy court,
contains notice provisions relating to the withdrawal of funds by either party
from the segregated accounts. Each party reserves all rights and claims
regarding the amounts covered by the Agreement.
Ventas, Inc. is a real estate company whose properties include 45
hospitals, 218 nursing centers and eight personal care facilities operating in
36 states.
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 the Company's and its subsidiaries'
expected future financial position, results of operations, cash flows, funds
from operations, dividend and dividend plans, financing plans, business
strategy, budgets, projected costs, capital expenditures, competitive positions,
growth opportunities, expected lease income, ability to qualify as a real estate
investment trust, plans and objectives of management for
<PAGE>
future operations and statements that include words such as "anticipate,"
"believe," "plan," "would," "will," "should," "estimate," expect," "intend,"
"may," "could," 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.
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 treatment of the Company's
claims in the Chapter 11 cases of its primary tenant, Vencor and certain of its
affiliates (collectively referred to in this paragraph as "Vencor"), as well as
certain of its other tenants, (b) the ability and willingness of Vencor to
continue to meet and/or honor its obligations under the agreements the Company
and Vencor entered into in connection with the 1998 spin off by the Company of
Vencor (the "1998 Spin Off"), including, without limitation, the obligation to
indemnify and defend the Company for all litigation and other claims relating to
the health care operations and other assets and liabilities transferred to
Vencor in the 1998 Spin Off, (c) the ability of Vencor 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 health care 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) 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) the results
of the settlement discussions Vencor and the Company have been engaged in with
the federal government seeking to resolve federal civil and administrative
claims against them arising from the participation of Vencor facilities in
various federal health benefit programs, (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, and
(m) the ability of the Company to qualify as a real estate investment trust.
Many of such factors are beyond the control of the Company and its management.
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