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
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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