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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 17, 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.
On May 17, 2000, Ventas, Inc. (the "Company") announced that it filed
its proof of claim of approximately $4 billion in the Vencor, Inc. ("Vencor")
Chapter 11 bankruptcy proceeding. Included in the proof of claim is rent from
Vencor due at the contract rental rates set forth in the master lease agreements
with Vencor until the expiration of the initial terms of those agreements.
Additionally, the proof of claim includes liquidated and unliquidated amounts
arising from other agreements between Ventas and Vencor.
Vencor filed its Chapter 11 bankruptcy petition on September 13, 1999.
On May 11, 2000, Vencor asked the United States Bankruptcy Court for the
District of Delaware to extend until July 18, 2000 the date by which Vencor has
the exclusive right to file its plan of reorganization.
A copy of the press release issued by the Company on May 17, 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.
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
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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.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits:
99.1 Press Release dated May 17, 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 19, 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
99.1 Press Release dated May 17, 2000.
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EXHIBIT 99.1
Contact: Debra A. Cafaro
President & CEO
(502) 357-9010
FOR IMMEDIATE RELEASE
VENTAS FILES PROOF OF CLAIM IN VENCOR BANKRUPTCY PROCEEDING
Louisville, Ky. (May 17, 2000) - Ventas, Inc. (NYSE:VTR) said today that it has
filed its proof of claim of approximately $4 billion in the Vencor, Inc.
(OTCBB:VCRI) Chapter 11 bankruptcy proceeding. Filing a proof of claim is a
customary requirement to preserve a claimant's rights against a debtor during
the bankruptcy process.
"The filing of this proof of claim protects and preserves Ventas'
rights as the Vencor bankruptcy proceeding moves forward. It is a step toward
Vencor's emergence from bankruptcy as a creditworthy company," Ventas President
and CEO Debra A. Cafaro said.
Included in the proof of claim is rent from Vencor due at the contract
rental rates in the Master Lease Agreements until the expiration of those
agreements. Additionally, the proof of claim includes liquidated and
unliquidated amounts arising from other agreements between Ventas and Vencor.
"Filing our proof of claim is another step in the Vencor reorganization
process," Cafaro added. "We continue to believe that the best outcome is a
consensual restructuring agreement between Ventas, Vencor and Vencor's
creditors. As the largest claimant in the Vencor bankruptcy, we must be sure
that any restructuring plan for Vencor is fair to the Ventas shareholders."
Ventas will assert its full rights and remedies in the Vencor bankruptcy if a
consensual arrangement is not reached.
Vencor, Inc. filed its Chapter 11 bankruptcy petition on September 13,
1999. On May 11, 2000, Vencor asked the United States Bankruptcy Court for the
District of Delaware to extend until July 18, 2000, the date by which Vencor has
the exclusive right to file its plan of reorganization.
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 Ventas' 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 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 Ventas' expectations. Ventas does
not undertake any duty to update such forward-looking statements.
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Ventas Files Proof of Claims in Vencor Bankruptcy Proceeding
Page 2
May 17, 2000
Actual future results and trends for Ventas may differ materially
depending on a variety of factors discussed in Ventas' filings with the
Securities and Exchange Commission. Factors that may affect the plans or results
of Ventas include, without limitation, (a) the treatment of Ventas' 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 Ventas and Vencor entered into
in connection with the 1998 spin off by Ventas of Vencor (the "1998 Spin Off"),
including, without limitation, the obligation to indemnify and defend Ventas 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 Ventas' other operators to maintain the financial strength
and liquidity necessary to satisfy their respective obligations and duties under
the leases and other agreements with Ventas, and their existing credit
agreements, (d) Ventas' 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 Ventas, (h) the ability of Ventas' operators to deliver high quality care
and to attract patients, (i) the results of litigation affecting Ventas, (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 Ventas may, from
time to time, compete, (l) the ability of Ventas to pay down, refinance,
restructure, and/or extend its indebtedness as it becomes due, and (m) the
ability of Ventas to qualify as a real estate investment trust. Many of such
factors are beyond the control of Ventas and its management.
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