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):
June 3, 2004
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)
10350 Ormsby Park Place, Suite 300, Louisville, Kentucky 40223
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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)
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 June 3, 2004.
Item 9. Regulation FD Disclosure
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On June 3, 2004, Ventas, Inc. (the "Company") announced that Chairman,
President and Chief Executive Officer, Debra A. Cafaro, and Senior Vice
President and Chief Financial Officer, Richard A. Schweinhart, will make a
presentation regarding the Company at the National Association of Real Estate
Investment Trusts ("NAREIT") 2004 Institutional Investor Forum in New York City
on Monday, June 7, 2004 at 4:00 p.m. Eastern Time.
The presentation is being audio webcast and can be accessed at the
Company's website at www.ventasreit.com. Any written materials accompanying the
presentation will also be available on the Company's website at the time of the
presentation. The webcast and any written materials accompanying the
presentation will be archived at www.ventasreit.com for 30 days after the event.
A copy of the press release issued by the Company on June 3, 2004 is
included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
in this Item 9 by reference.
The information of this Item 9 to this Current Report on Form 8-K,
including the exhibit, is furnished pursuant to Item 9 and shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise subject to the liabilities of that
Section.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of 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,
continued qualification as a real estate investment trust ("REIT"), plans and
objectives of management for future operations and statements that include words
such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend,"
"may," "could," "should," "will" and other similar expressions are
forward-looking statements. Such forward-looking statements are inherently
uncertain, and security holders must recognize that actual results may differ
from the Company's expectations. The Company does not undertake a 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 ability and willingness of
Kindred Healthcare, Inc. ("Kindred") and certain of its affiliates to continue
to meet and/or perform their obligations under their contractual arrangements
with the Company and the Company's subsidiaries, including without limitation
the lease agreements and various agreements entered into by the Company and
Kindred at the time of the Company's spin off of Kindred on May 1, 1998 (the
"1998 Spin Off"), as such agreements may have been amended and restated in
connection with Kindred's emergence from bankruptcy on April 20, 2001, (b) the
ability and willingness of Kindred to continue to meet and/or perform its
obligation to indemnify and defend the Company for all litigation and other
claims relating to the healthcare operations and other assets and liabilities
transferred to Kindred in the 1998 Spin Off, (c) the ability of Kindred 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 and the Company's
ability to identify and consummate diversifying acquisitions or investments, (e)
the nature and extent of future competition, (f) the extent of future healthcare
reform and regulation, including cost containment measures and changes in
reimbursement policies, procedures and rates, (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) changes in general economic conditions and/or
economic conditions in the markets in which the Company may, from time to time,
compete, (k) the ability of the Company to pay down, refinance, restructure,
and/or extend its indebtedness as it becomes due, (l) the movement of interest
rates and the resulting impact on the value of and the accounting for the
Company's interest rate swap agreement, (m) the ability and willingness of the
Company to maintain its qualification as a REIT due to economic, market, legal,
tax or other considerations, (n) final determination of the Company's taxable
net income for the years ending December 31, 2003 and 2004, (o) the ability and
willingness of the Company's tenants to renew their leases with the Company upon
expiration of the leases and the Company's ability to relet its properties on
the same or better terms in the event such leases expire and are not renewed by
the existing tenants, and (p) the impact on the liquidity, financial condition
and results of operations of Kindred and the Company's other operators resulting
from increased operating costs and uninsured liabilities for professional
liability claims, and the ability of Kindred and the Company's other
operators to accurately estimate the magnitude of such liabilities. Many of such
factors are beyond the control of the Company and its management.
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: June 7, 2004
By: /s/ T. Richard Riney
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Name: T. Richard Riney
Title: Executive Vice President and
General Counsel
EXHIBIT INDEX
Exhibit Description
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99.1 Press Release dated June 3, 2004.