-----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, L/wT1mRr0bMhMiEBx3UfMhsmr6l0TAJtaOy6fieC5zwA8aib4xvDzfz1zcSmYIKJ a5lZC4vxFcOOOlWfs4ka/w== 0000899140-03-001039.txt : 20031208 0000899140-03-001039.hdr.sgml : 20031208 20031208135710 ACCESSION NUMBER: 0000899140-03-001039 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VENTAS INC CENTRAL INDEX KEY: 0000740260 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 611055020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 333-65642 FILM NUMBER: 031042187 BUSINESS ADDRESS: STREET 1: 10350 ORMSBY PARK PLACE STREET 2: SUITE 300 CITY: LOUISVILLE STATE: KY ZIP: 40223 BUSINESS PHONE: 5023579000 MAIL ADDRESS: STREET 1: 10350 ORMSBY PARK PLACE STREET 2: SUITE 300 CITY: LOUISVILLE STATE: KY ZIP: 40223 424B5 1 v1296830.txt PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) Registration No. 333-65642 Prospectus Supplement (To Prospectus dated January 23, 2002) [VENTAS, INC. LOGO] VENTAS, INC. DISTRIBUTION REINVESTMENT AND STOCK PURCHASE PLAN This prospectus supplement supplements the prospectus dated January 23, 2002 of Ventas, Inc., as supplemented March 11, 2003, relating to Ventas' Distribution Reinvestment and Stock Purchase Plan. You should read this prospectus supplement in conjunction with the prospectus. This prospectus supplement is qualified in its entirety by reference to the prospectus, except to the extent the information in this prospectus supplement supersedes the information contained in the prospectus. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the prospectus. This prospectus supplement, among other things, amends the Plan's market price discount feature. When you purchase shares directly from us, at our discretion, you are now able to receive a discount to the market price irrespective of whether you purchase your shares through optional cash payments or through reinvested distributions. Previously, you could only receive a discount to the market price if you purchased shares from us through optional cash payments. The Plan is amended and supplemented to provide that reinvested distributions are eligible to receive a discount to the market price for the purchase of newly issued shares on the terms and conditions described in this prospectus supplement. These amendments will result in changes to the Plan, including, without limitation, to the introductory paragraph, the Summary and Questions 3, 12, 17 and 34 of the Plan. Each month, at least three business days prior to the applicable record date, we may establish the discount from the market price applicable to optional cash payments and will notify the Plan Administrator of the same. The discount may be between 0% and 5% of the market price and may vary each month, but once established will apply uniformly to all optional cash payments made during that month. Each quarter, at least three business days prior to the applicable record date, we may establish the discount from the market price applicable to reinvested distributions and will notify the Plan Administrator of the same. The discount may be between 0% and 5% of the market price and may vary each quarter, but once established will apply uniformly to all reinvested distributions made during that quarter. The discount for each of the optional cash payments and reinvested distributions will be established in our sole discretion after a review of current market conditions, the level of participation in the Plan, and our current and projected capital needs, provided, that the discount, together with brokerage fees and service charges, if any, paid by us shall in no event exceed 5% of the market price. Neither we nor the Plan Administrator will be required to provide any written notice to you as to the applicable discount, but current information regarding the discount applicable to the next pricing period may be obtained by contacting our general counsel, T. Richard Riney, at (502) 357-9000. Setting a discount for an investment date will not affect the setting of a discount for any subsequent investment date. The discount feature discussed above applies only to the issuance of shares of common stock by us pursuant to optional cash payments or reinvested distributions and does not apply to open market purchases. The availability of a market discount is at our discretion, as determined from time to time. Therefore, you may not be able to rely on the availability of a market discount regarding shares acquired under the Plan. The granting of a discount for one month or quarter, as applicable, will not insure the availability of a discount or the same discount in future months or quarters, respectively. Each month or quarter, as applicable, we may lower or eliminate the discount without prior notice to you. We may also, without prior notice to you, change our determination as to whether common shares will be purchased by the Plan Administrator directly from us or in the open market. If you are a current stockholder and you purchase common shares from us at a discount pursuant to the optional cash purchase or reinvested distributions feature of the Plan, you will be treated for federal income tax purposes as having received a distribution from us in an amount equal to the excess, if any, of the fair market value (determined as the average of the high and low trading prices) of the common shares on the investment date less the amount of the optional cash payment in the case of optional cash purchases or less the amount of cash distributions reinvested in the case of reinvested distributions and all or a portion of such distribution will be treated as a taxable dividend. In addition, the amount of brokerage fees and service charges, if any, paid by us on your behalf will also be treated for federal income tax purposes as a distribution from us to you. The Plan currently provides that each optional cash payment is subject to a minimum per month purchase limit of $250 and a maximum per month purchase limit of $5,000. Optional cash payments in excess of $5,000 per month require our prior approval. In addition, reinvested distributions for each quarter are subject to a maximum per quarter purchase limit of $25,000. Reinvested distributions in excess of $25,000 per quarter require our prior approval. These provisions have not changed from those described in the Plan. This prospectus supplement also amends the prospectus to replace references throughout the prospectus to the former address of our principal executive offices with the new address and an additional telephone number of our principal executive offices: 10350 Ormsby Park Place, Suite 300, Louisville, Kentucky 40223, telephone: (877) 4VENTAS or (502) 357-9000. This prospectus supplement also contains a revised Schedule A to the prospectus. The revised Schedule A to the prospectus restates in its entirety the Schedule A previously included as part of the prospectus. The revised Schedule A sets forth the expected dates relating to common share distribution reinvestments and optional cash payments under the Plan for 2004, as such dates are described in the prospectus. The date of this Prospectus Supplement is December 8, 2003. SCHEDULE A 2004 COMMON SHARE DISTRIBUTION REINVESTMENTS(1) ------------------------------------------ Discount Set Date Record Date Investment Date (2) - ----------------- ----------- ------------------- March 10, 2004 March 15, 2004 March 25, 2004 June 2, 2004 June 7, 2004 June 24, 2004 September 15, 2004 September 20, 2004 September 30, 2004 December 9, 2004 December 14 , 2004 December 30, 2004 OPTIONAL CASH PAYMENTS ----------------------
Threshold Price Record Date and and Optional Cash Payment Pricing Period Pricing Period Discount Set Date Due Date Commencement Date Conclusion Date - ----------------- --------------------- ----------------- ------------------ January 5, 2004 January 8, 2004 January 9, 2004 January 27, 2004 February 2, 2004 February 5, 2004 February 6, 2004 February 24, 2004 March 1, 2004 March 4, 2004 March 5, 2004 March 22, 2004 April 1, 2004 April 6, 2004 April 7, 2004 April 23, 2004 May 3, 2004 May 6, 2004 May 7, 2004 May 24, 2004 June 1, 2004 June 4, 2004 June 7, 2004 June 22, 2004 July 1, 2004 July 7, 2004 July 8, 2004 July 23, 2004 August 2, 2004 August 5, 2004 August 6, 2004 August 23, 2004 September 1, 2004 September 7, 2004 September 8, 2004 September 23, 2004 October 1, 2004 October 6, 2004 October 7, 2004 October 22, 2004 November 1, 2004 November 4, 2004 November 5, 2004 November 22, 2004 December 1, 2004 December 6, 2004 December 7, 2004 December 22, 2004
- ---------- (1) The dates indicated are those expected to be applicable under the Plan with respect to future distributions, if and when declared by the Board of Directors. The actual record and payment dates will be determined by the Board of Directors. (2) The investment date relating to distributions is also the pricing date with respect to shares of common stock acquired directly from us with such distributions. NEW YORK STOCK EXCHANGE HOLIDAYS 2004 ------------ New Year's Day January 1 Martin Luther King, Jr. Day January 19 Washington's Birthday February 16 Good Friday April 9 Memorial Day May 31 Independence Day (observed) July 5 Labor Day September 6 Thanksgiving Day November 25 Christmas Day (observed) December 24
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