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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q/A

(Amendment No. 1)

 

 

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008

OR

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM              TO

Commission file number: 1-10989

 

 

Ventas, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		61-1055020
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

111 S. Wacker Drive, Suite 4800

Chicago, Illinois

(Address of Principal Executive Offices)

60606

(Zip Code)

(877) 483-6827

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  x				Accelerated filer  ¨
Non-accelerated filer  ¨				Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class of Common Stock:		Outstanding at October 31, 2008:
Common Stock, $0.25 par value		143,293,231

 

 

 

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EXPLANATORY NOTE

This Amendment No. 1 to Ventas, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, as filed with the Securities and Exchange Commission (“SEC”) on November 5, 2008 (the “Original Filing”), is being filed solely to incorporate by reference into the Original Filing ElderTrust Operating Limited Partnership’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed with the SEC on November 14, 2008. Ventas, Inc. (“Ventas”) owns substantially all of the partnership interests in ElderTrust Operating Limited Partnership (“ETOP”), and ETOP’s financial results are reflected in Ventas’s consolidated financial results, included in the Original Filing.

Except as described above, this Amendment No. 1 does not reflect events or transactions occurring after the date of the Original Filing or modify or update those disclosures that may have been affected by events or transactions occurring subsequent to such filing date, and all information included in the Original Filing remains unchanged. Currently-dated certifications from Ventas’s Chief Executive Officer and Chief Financial Officer have been included as exhibits to this Amendment No. 1.

 

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VENTAS, INC.

FORM 10-Q/A

INDEX

 

		Page
PART II – OTHER INFORMATION
Item 6. Exhibits		3

Certain Information Regarding ElderTrust Operating Limited Partnership

On November 14, 2008, ElderTrust Operating Limited Partnership (“ETOP”) filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, which Quarterly Report is incorporated by reference in this Quarterly Report on Form 10-Q.

 

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PART II—OTHER INFORMATION

 

ITEM 6.

EXHIBITS

 

Exhibit Number		Description of Document		Location of Document
31.1		Certification of Debra A. Cafaro, Chairman, President and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.		Filed herewith.
31.2		Certification of Richard A. Schweinhart, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.		Filed herewith.
32.1		Certification of Debra A. Cafaro, Chairman, President and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. 1350.		Filed herewith.
32.2		Certification of Richard A. Schweinhart, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. 1350.		Filed herewith.

 

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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, thereunto duly authorized.

Date: November 14, 2008

 

 

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EXHIBIT INDEX

 

Exhibit Number		Description of Document		Location of Document
31.1		Certification of Debra A. Cafaro, Chairman, President and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.		Filed herewith.
31.2		Certification of Richard A. Schweinhart, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.		Filed herewith.
32.1		Certification of Debra A. Cafaro, Chairman, President and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. 1350.		Filed herewith.
32.2		Certification of Richard A. Schweinhart, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. 1350.		Filed herewith.