0001209191-11-028791.txt : 20110516 0001209191-11-028791.hdr.sgml : 20110516 20110516215743 ACCESSION NUMBER: 0001209191-11-028791 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110512 FILED AS OF DATE: 20110516 DATE AS OF CHANGE: 20110516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lazard Senior Housing Partners LP CENTRAL INDEX KEY: 0001333677 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 11849668 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA 50TH FL CITY: NEW YORK STATE: NY ZIP: 10020 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA 50TH FL CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LF STRATEGIC REALTY INVESTORS II L P CENTRAL INDEX KEY: 0001068296 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 11849665 BUSINESS ADDRESS: STREET 1: 0 STREET 2: THIRTY ROCKEFELLER PLAZA 63RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2129061762 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LFSRI II CADIM ALTERNATIVE PARTNERSHIP L P CENTRAL INDEX KEY: 0001068297 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 11849666 BUSINESS ADDRESS: STREET 1: LAZARD FRERES STREET 2: THIRTY ROCKEFELLER PLAZA 63RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2129061762 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LFSRI II ALTERNATIVE PARTNERSHIP L P CENTRAL INDEX KEY: 0001068298 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 11849664 BUSINESS ADDRESS: STREET 1: LAZARD FRERES STREET 2: THIRTY ROCKEFELLER PLAZA 63RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2129061762 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 111 SOUTH WACKER DRIVE STREET 2: SUITE 4800 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (877) 483-6827 MAIL ADDRESS: STREET 1: 111 SOUTH WACKER DRIVE STREET 2: SUITE 4800 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAZARD FRERES REAL ESTATE INVESTORS LLC CENTRAL INDEX KEY: 0001042593 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 11849663 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 63RD FL CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2126326000 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 63RD FL CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PROMETHEUS SENIOR QUARTERS LLC CENTRAL INDEX KEY: 0001047605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 11849669 BUSINESS ADDRESS: STREET 1: C/O LAZARD FRERES REAL EST INVESTORS LLC STREET 2: 30 ROCKEFELLER PLAZA 63RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2126326000 MAIL ADDRESS: STREET 1: C/O LAZARD FRERES REAL EST INVESTORS LLC STREET 2: 30 ROCKEFELLER PLAZA 63RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lazard Alternative Investments LLC CENTRAL INDEX KEY: 0001352821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 11849660 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: (212)632-2660 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lazard Senior Housing Partners GP LLC CENTRAL INDEX KEY: 0001519636 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 11849662 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-632-6000 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LSHP Coinvestment Partnership I LP CENTRAL INDEX KEY: 0001519637 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 11849667 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-632-6000 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LSHP Coinvestment I GP LLC CENTRAL INDEX KEY: 0001519638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10989 FILM NUMBER: 11849661 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-632-6000 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 3 1 c17406_3x0.xml MAIN DOCUMENT DESCRIPTION X0203 3 2011-05-12 0 0000740260 VENTAS INC VTR 0001047605 PROMETHEUS SENIOR QUARTERS LLC 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 0001333677 Lazard Senior Housing Partners LP 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 0001519637 LSHP Coinvestment Partnership I LP 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 0001068297 LFSRI II CADIM ALTERNATIVE PARTNERSHIP L P 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 0001068296 LF STRATEGIC REALTY INVESTORS II L P 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 0001068298 LFSRI II ALTERNATIVE PARTNERSHIP L P 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 0001042593 LAZARD FRERES REAL ESTATE INVESTORS LLC 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 0001519636 Lazard Senior Housing Partners GP LLC 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 0001519638 LSHP Coinvestment I GP LLC 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 0001352821 Lazard Alternative Investments LLC 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 Common Stock 24958543 I See Footnote This statement is being filed jointly by (i) Prometheus Senior Quarters LLC, a Delaware limited liability company ("Prometheus"), (ii) Lazard Senior Housing Partners LP, a Delaware limited partnership ("LSHP"), (iii) LSHP Coinvestment Partnership I LP, a Delaware limited partnership ("LSHP Coinvest"), (iv) LFSRI II-CADIM Alternative Partnership L.P., a Delaware limited partnership, (v) LF Strategic Realty Investors II L.P., a Delaware limited partnership, (vi) LFSRI II Alternative Partnership L.P., a Delaware limited partnership, (vii) Lazard Freres Real Estate Investors L.L.C., a New York limited liability company ("LFREI"), (viii) Lazard Senior Housing Partners GP LLC, a Delaware limited liability company ("LSHP GP"), [continued from Footnote 1](ix) LSHP Coinvestment I GP LLC, a Delaware limited liability company ("LSHP Coinvest GP"), (x) Lazard Alternative Investments LLC, a Delaware limited liability company ("LAI"), (xi) Lazard Alternative Investments Holdings LLC, a Delaware limited liability company ("LAI Holdings"), and (xii) LFCM Holdings LLC, a Delaware limited liability company (collectively, the "Reporting Persons"). As a result of the 10 Reporting Person per joint filing limitation of the electronic system, this Form 3 is being filed in duplicate (10 Reporting Persons have filed on this Form 3 and 2 Reporting Persons have filed on a duplicate Form 3). On May 12, 2011, Prometheus, LSHP and LSHP Coinvest were issued 17,928,146, 5,813,718 and 1,216,679 shares, respectively (in the aggregate, the "Merger Shares"), of common stock, par value $0.25 ("Common Stock"), of Ventas, Inc., a Delaware corporation (the "Issuer"), in connection with the Issuer's acquisition of substantially all of the real estate assets of Atria Senior Living Group, Inc, a Delaware corporation, One Lantern Senior Living Inc, a Delaware corporation, and LSHP Coinvestment I Inc., a Delaware corporation. The Managing Members of Prometheus are LFSRI II-CADIM Alternative Partnership L.P., LF Strategic Realty Investors II L.P. and LFSRI II Alternative Partnership L.P. and LFREI is the general partner of each such limited partnership. LSHP GP is the general partner of LSHP. LSHP Coinvest GP is the general partner of LSHP Coinvest. LAI is the Managing Member of each of LFREI, LSHP GP and LSHP Coinvest GP. LAI is a wholly owned subsidiary of LAI Holdings, which is a wholly owned subsidiary of LFCM Holdings LLC. On May 12, 2011, the Funds and the Issuer entered into an agreement pursuant to which the Funds, collectively, have the right to designate one individual for nomination to the board of directors of the Issuer for so long as the Funds and certain transferees collectively beneficially own Merger Shares representing 3% or more of the outstanding shares of the Common Stock. The Merger Shares beneficially owned by Prometheus may be deemed to be beneficially owned by each of LFSRI II-CADIM Alternative Partnership L.P., LF Strategic Realty Investors II L.P. and LFSRI II Alternative Partnership L.P., as its Managing Members, and by LFREI, as their general partner. The Merger Shares beneficially owned by LSHP may be deemed to be beneficially owned by LSHP GP, as its general partner. The Merger Shares beneficially owned by LSHP Coinvest may be deemed to be beneficially owned by LSHP Coinvest GP, as its general partner. LAI (as the Managing Member of each of LFREI, LSHP GP and LSHP Coinvest GP), LAI Holdings (as the parent of LAI), and LFCM Holdings LLC (as the parent of LAI Holdings and the ultimate parent of LAI) may be deemed to beneficially own all of the Merger Shares. Each of the Reporting Persons expressly disclaims beneficial ownership of the Merger Shares, except to the extent of its pecuniary interest therein, if any. PROMETHEUS SENIOR QUARTERS LLC, By: Lazard Freres Real Estate Investors L.L.C., the General Partner of its Managing Members, By: /s/ Matthew J Lustig, Managing Principal 2011-05-16 LAZARD SENIOR HOUSING PARTNERS LP, By: Lazard Senior Housing Partners GP LLC, its General Partner, By: /s/ Matthew J. Lustig, Managing Principal and CEO 2011-05-16 LSHP COINVESTMENT PARTNERSHIP I LP, By: LSHP Coinvestment I GP LLC, its General Partner, By: /s/ Matthew J. Lustig, Managing Principal and CEO 2011-05-16 LFSRI II-CADIM ALTERNATIVE PARTNERSHIP L.P., By: Lazard Freres Real Estate Investors L.L.C., its General Partner, By: /s/ Matthew J. Lustig, Managing Principal 2011-05-16 LF STRATEGIC REALTY INVESTORS II L.P., By: Lazard Freres Real Estate Investors L.L.C., its General Partner, By: /s/ Matthew J. Lustig, Managing Principal 2011-05-16 LFSRI II ALTERNATIVE PARTNERSHIP L.P, By: Lazard Freres Real Estate Investors L.L.C., its General Partner, By: /s/ Matthew J. Lustig, Managing Principal 2011-05-16 LAZARD FRERES REAL ESTATE INVESTORS L.L.C., By: /s/ Matthew J. Lustig, Managing Principal 2011-05-16 LAZARD SENIOR HOUSING PARTNERS GP LLC, By: /s/ Matthew J. Lustig, Managing Principal and CEO 2011-05-16 LSHP COINVESTMENT I GP LLC, By: /s/ Matthew J. Lustig, Managing Principal and CEO 2011-05-16 LAZARD ALTERNATIVE INVESTMENTS LLC, By: /s/ Matthew J. Lustig, Managing Director 2011-05-16