8-K

 
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                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 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): January 13, 1999
                                       

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                                 VENTAS, INC.
              (Exact Name of Registrant as Specified in Charter)
 
 
          Delaware                    1-10989               61-1055020
(State or Other Jurisdiction          (Commission           (IRS Employer
      of Incorporation)               File Number)          Identification No.)
 



     3300 Aegon Center,
     400 West Market Street
     Louisville, Kentucky                               40202
     (Address of Principal Executive Offices)        (Zip Code)




Registrant's telephone number, including area code: (502) 596-7300

                                 Vencor, Inc.
         (Former Name or Former Address, if Changed Since Last Report)

 
Item 5.  OTHER EVENTS

         On January 13, 1999, Ventas, Inc. (the "Company") announced that its
Board of Directors declared a quarterly cash dividend on its Common Stock of
$0.39 per share to be distributed on February 17, 1999. The dividend will be
paid to shareholders of record as of the close of business on January 29, 1999.
The Company also announced that its Board of Directors reaffirmed its intention
to qualify as a Real Estate Investment Trust ("REIT") for federal income tax
purposes for 1999. A copy of the press release is attached to this filing and is
incorporated herein by reference.


Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (a) and (b) Not Applicable.

         (c) Exhibits:

         Exhibit 99.1--Press Release Dated January 13, 1999

 
                                  SIGNATURES

     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 hereunto duly authorized.



 
 
                                          Ventas, Inc.
 
                                          By:  T. RICHARD RINEY
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Date: February 4, 1999                         T. Richard Riney, Vice President

EX-99.1

 
                                 EXHIBIT 99.1


Wednesday, January 13, 6:10 pm Eastern Time

Company Press Release

Ventas, Inc. Announces Quarterly Cash
Dividend of $0.39 Per Share

LOUISVILLE, Ky.--(BUSINESS WIRE)--Jan. 13, 1999--Ventas, Inc. (NYSE:VTR - news)
today announced that its Board of Directors declared a quarterly cash dividend
of $0.39 per share on the Company's stock. The quarterly cash dividend will be
distributed on February 17, 1999, to shareholders of record as of the close of
business on January 29, 1999.

Ventas, Inc. also announced that its Board of Directors had reaffirmed its
intention to qualify as a Real Estate Investment Trust (REIT) for federal income
tax purposes for 1999. Ventas indicated that it expects to meet the required
REIT qualification tests.

Thomas T. Ladt, President and Chief Executive Officer, stated, "We appreciate
the patience our shareholders have shown as we prepared in 1998 to meet the
qualifications as a REIT in 1999.

Ventas, Inc. is a REIT that owns 219 nursing centers, 46 hospitals and 8
personal care facilities in 36 states.

The statements in this press release regarding meeting REIT qualification tests
are forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and are subject to numerous uncertainties. Certain
of the REIT qualification tests include distributing 95% of its taxable income
to shareholders. Ventas receives substantially all of its revenue in the form of
lease payments from subsidiaries of Vencor, Inc., a long-term care hospital,
nursing home and ancillary service provider. Any event that adversely affects
Vencor's ability to satisfy its obligations to Ventas may adversely affect
Ventas' ability to meet the aforementioned distribution requirements. Vencor is
subject to numerous uncertainties inherent to the healthcare business, including
changes in law and regulation or the application thereof, competitive pressures
and other factors set forth in Vencor's filings with the Securities and Exchange
Commission. Ventas also is subject to other factors that could affect its
available cash to distribute to shareholders without reducing its taxable income
thereby adversely affecting its ability to meet the required distribution
requirements.

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Contact:

     Ventas Inc., Louisville
     Steven T. Downey, 502/596-2140