-----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, Bz2N2xXRsq2FYyx6tDANBEPMie3UxcghyFjLp6pip7ZhtDBlEz+FpuxOJDOVRnw2 uaQTHmMuKSS1unBxdl/Tkg== 0001054420-99-000037.txt : 19990816 0001054420-99-000037.hdr.sgml : 19990816 ACCESSION NUMBER: 0001054420-99-000037 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990813 GROUP MEMBERS: BAUPOST GROUP LLC /ADV GROUP MEMBERS: SAK CORPORATION GROUP MEMBERS: SETH A. KLARMAN GROUP MEMBERS: THE BAUPOST GROUP, L.L.C. SUBJECT COMPANY: 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: SC 13G SEC ACT: SEC FILE NUMBER: 005-40710 FILM NUMBER: 99689240 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAUPOST GROUP LLC /ADV CENTRAL INDEX KEY: 0001054420 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 043402144 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 44 BRATTLE ST CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 6174976680 MAIL ADDRESS: STREET 1: P O BOX 389125 STREET 2: 44 BRATTLE ST 5TH FL CITY: CAMBRIDGE STATE: MA ZIP: 02238-9125 FORMER COMPANY: FORMER CONFORMED NAME: BAUPOST GROUP LLC /ADV DATE OF NAME CHANGE: 19980505 SC 13G 1 VENTAS INC., INITIAL 13G BY BAUPOST August 13, 1999 Securities and Exchange Commission Securities Filing Department 450 Fifth Street, NW Washington, DC 20549 Re: Ventas Inc. Dear Sir or Madame: Enclosed for filing under Rule 13d-1 under the Securities Exchange Act of 1934 is our initial Schedule 13G filing for Ventas Inc. stockholders. Under cover of this letter, a copy of this filing is also being sent (via Federal Express) to Ventas Inc. Sincerely, THE BAUPOST GROUP, L.L.C. By: /s/ Seth A. Klarman Seth A. Klarman President SAK CORPORATION By: /s/ Seth A. Klarman Seth A. Klarman President SETH A. KLARMAN By: /s/ Seth A. Klarman Seth A. Klarman cc: Ventas Inc. 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* Ventas Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92276F100 (CUSIP Number) July 30, 1999 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) - --------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.) 2 ******************************************************************************* 1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON The Baupost Group, L.L.C., 04-3402144 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION The Commonwealth of Massachusetts NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON: 5. WITH SOLE VOTING POWER 6,961,046 6. WITH SHARED VOTING POWER 0 7. WITH SOLE DISPOSITIVE POWER 6,961,046 8. WITH SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,961,046 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.24% 12. TYPE OF REPORTING PERSON * IA 3 ******************************************************************************* 1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON SAK Corporation, 04-3334541 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION The Commonwealth of Massachusetts NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON: 5. WITH SOLE VOTING POWER 0 6. WITH SHARED VOTING POWER 0 7. WITH SOLE DISPOSITIVE POWER 0 8. WITH SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.00% 12. TYPE OF REPORTING PERSON * HC 4 ******************************************************************************* 1. NAME OF REPORTING PERSON, S.S.OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON Seth A. Klarman, ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON: 5. WITH SOLE VOTING POWER 0 6. WITH SHARED VOTING POWER 0 7. WITH SOLE DISPOSITIVE POWER 0 8. WITH SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.00% 12. TYPE OF REPORTING PERSON * HC 5 ******************************************************************************* Item 1 (a) Name of Issuer: Ventas Inc. 1(b) Address of Issuer's Principal Executive Offices: 4360 Brownsboro Road, Suite 115, Louisville, Kentucky 40207-1642 Item 2 (a) Name of Person Filing: (1) The Baupost Group, L.L.C. (2) SAK Corporation (3) Seth A. Klarman 2(b) Address of Principal Business Offices or, if none, Residence: (1) The Baupost Group, L.L.C. 44 Brattle Street, 5th Floor Cambridge, Massachusetts 02138 (2) SAK Corporation 44 Brattle Street, 5th Floor Cambridge, Massachusetts 02138 (3) Seth A. Klarman 44 Brattle Street, 5th Floor Cambridge, Massachusetts 02138 2(c) Citizenship: (1) The Commonwealth of Massachusetts (2) The Commonwealth of Massachusetts (3) United States of America 2(d) Title of Class of Securities: Common Stock 2(e) CUSIP Number: 92276F100 6 Item 3 If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether the person filing is a: (a) [ ]Broker or Dealer registered under Section 15 of the Act. (b) [ ]Bank as defined in Section 3(a)(6) of the Act. (c) [ ]Insurance Company as defined in Section 3(a)(19) of the Act. (d) [ ]Investment Company registered under Section 8 of the Investment Company Act. (e) [X]Investment Advisor registered under Section 203 of the Investment Advisers Act of 1940. (f) [ ]Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 240.13D-1(b)(1)(ii)(F). (g) [X]Parent Holding Company, in accordance with 240.13D-1(b)(ii)(G) (h) [ ]Group, in accordance with 240.13d-1(b)(1)(ii)(H). Item 4 Ownership: If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire. (a) Amount Beneficially Owned: (as of July 30, 1999) (1) The Baupost Group, L.L.C.: 6,961,046 (2) SAK Corporation: 0 (3) Seth A. Klarman: 0 7 (b) Percent of Class: (1) The Baupost Group, L.L.C.: 10.24% (2) SAK Corporation: 0.00% (3) Seth A. Klarman: 0.00% (C) Number of shares as to which such person has: (i) sole power to vote or to direct the vote (1) The Baupost Group, L.L.C.: 6,961,046 (2) SAK Corporation: 0 (3) Seth A. Klarman: 0 (ii) shared power to vote or to direct the vote --- 0 (i) sole power to dispose or to direct the disposition of (1) The Baupost Group, L.L.C.: 6,961,046 (2) SAK Corporation: 0 (3) Seth A. Klarman: 0 (ii) shared power to dispose or to direct the disposition of --- 0 8 Item 5 Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6 Ownership of More than Five Percent on behalf of Another Person: The Baupost Group, L.L.C. is a registered investment adviser. SAK Corporation is the Manager of The Baupost Group, L.L.C. Seth A. Klarman, as the sole Director of SAK Corporation and a controlling person of Baupost Group, L.L.C., may be deemed to have beneficial ownership under Section 13(d) of the securities beneficially owned by Baupost Group, L.L.C. Securities reported on this Schedule 13G as being beneficially owned by the Baupost Group, L.L.C. include securities purchased on behalf of a registered investment company and various limited partnerships. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: See attached Exhibit A Item 8 Identification and Classification of members of the Group: N/A Item 9 Notice of Dissolution of Group: N/A 9 Item 10 Certification: By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. August 13, 1999 Date THE BAUPOST GROUP, L.L.C. By: /s/ Seth A. Klarman Seth . Klarman President SAK CORPORATION By: /s/ Seth A. Klarman Seth A. Klarman President SETH A. KLARMAN By: /s/ Seth A. Klarman Seth A. Klarman 10 EXHIBIT A Item 3 (1) The Baupost Group, L.L.C. IA (2) SAK Corporation HC (3) Seth A. Klarman HC The Baupost Group, L.L.C. is a registered investment adviser. SAK Corporation is the Manager of The Baupost Group, L.L.C. Seth A. Klarman, as the sole Director of SAK Corporation and a controlling person of Baupost Group, L.L.C., may be deemed to have beneficial ownership under Section 13(d) of the securities beneficially owned by Baupost Group, L.L.C. Securities reported on this Schedule 13G as being beneficially owned by the Baupost Group, L.L.C. include securities purchased on behalf of a registered investment company and various limited partnerships. 11 -----END PRIVACY-ENHANCED MESSAGE-----