-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BugwGwo3wdKPmybbZi6fPFkWgUbqFNLRYPjguWWDqx0lkswUKAvtps7YgrdFOsPa SztJc2W5mCKXg7xCUPCIAQ== 0000899140-99-000491.txt : 19990915 0000899140-99-000491.hdr.sgml : 19990915 ACCESSION NUMBER: 0000899140-99-000491 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990913 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VENTAS INC CENTRAL INDEX KEY: 0000740260 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 611055020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 033-30212 FILM NUMBER: 99711189 BUSINESS ADDRESS: STREET 1: 4360 BROWNSBORO ROAD STREET 2: SUITE 115 CITY: LOUISVILLE STATE: KY ZIP: 40207 BUSINESS PHONE: 5025967300 MAIL ADDRESS: STREET 1: 4360 BROWNSBORO ROAD STREET 2: SUITE 115 CITY: LOUISVILLE STATE: KY ZIP: 40207 8-K 1 CURRENT REPORT ON FORM 8-K 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 Date of Report (Date of earliest event reported): September 13, 1999 VENTAS, INC. ------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-10989 61-1055020 --------------- ------------ ------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 4360 Brownsboro Road, Suite 115, Louisville, Kentucky 40207-1642 --------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (502) 357-9000 -------------- (Registrant's telephone number, including area code) Item 5. Other Events. ------------- 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. -2- 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. -3- 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 ------------------------------ Name: T. Richard Riney Title: Executive Vice President and General Counsel -4- EXHIBIT INDEX 99.1 Press Release dated September 13, 1999. -5- EX-99.1 2 PRESS RELEASE Contact: Steven T. Downey Executive Vice President and Chief Financial Officer (502) 357-9030 VENTAS ANNOUNCEMENT ON VENCOR BANKRUPTCY FILING ----------------------------------------------- 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 -MORE- 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. - END - -----END PRIVACY-ENHANCED MESSAGE-----