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