UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Atria Communities, Inc.
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
049905102
(CUSIP Number)
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Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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
disclosures provided in a prior cover page.
The information required on 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 ("Act") 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).
<PAGE>
CUSIP No. 049905102 SCHEDULE 13G Page 2 of 7 Pages
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1. NAME OF REPORTING PERSON Ventas, Inc. (formerly known as Vencor, Inc.)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
61-1055020
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not applicable
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 6. SHARED VOTING POWER
OWNED -0-
BY EACH 7. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH 8. 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-
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 049905102 SCHEDULE 13G Page 3 of 7 Pages
ITEM 1(A)
NAME OF ISSUER: Atria Communities, Inc.
ITEM 1(B)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE:
501 South Fourth Avenue, Suite 140, Louisville, Kentucky 40202
ITEM 2(A)
NAME OF PERSON FILING: Ventas, Inc.
ITEM 2(B)
ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, OR, IF NONE, RESIDENCE:
3300 Aegon Center, 400 West Market Street, Louisville Kentucky 40202
ITEM 2(C)
CITIZENSHIP: Delaware corporation
ITEM 2(D)
TITLE OF CLASS OF SECURITIES: Common Stock, par value $.10 per share
ITEM 2(E)
CUSIP NUMBER: 049905102
ITEM 3
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B), CHECK THE
APPROPRIATE BOX Not Applicable
ITEM 4(A)*
Amount Beneficially Owned:
-0-
- -------------
* The reporting person, Ventas, Inc. (formerly known as Vencor, Inc.)
("Ventas"), transferred the Common Stock of Atria Communities, Inc. (the
"Atria Common Stock") in connection with an Agreement and Plan of
Reorganization, dated as of April 30, 1998 (the "Reorganization
Agreement"), between Ventas and Vencor, Inc.(formerly known as Vencor
Healthcare, Inc.), a Delaware corporation and former subsidiary of Ventas
("Vencor"), and a Distribution Agreement, dated as of April 30, 1998,
between Ventas and Vencor, pursuant to which Ventas effected a corporate
restructuring and distributed the common stock of Vencor to the
stockholders of Ventas on a pro rata basis. Vencor transferred the Atria
Common Stock to its wholly-owned subsidiary, Vencor Holdings, L.L.C., a
Delaware limited liability company, pursuant to the Reorganization
Agreement.
<PAGE>
CUSIP No. 049905102 SCHEDULE 13G Page 4 of 7 Pages
ITEM 4(B)
PERCENT OF CLASS:
0%
ITEM 4(C)
NUMBER OF SHARES TO WHICH THE PERSON HAS:
(1) Sole power to vote or to direct the vote:
-0-
(2) Shared power to vote or to direct the vote:
-0-
(3) Sole power to dispose or to direct the disposition of:
-0-
(4) Share power to dispose or to direct the disposition of:
-0-
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 [X].
ITEM 6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable
ITEM 7
IDENTIFICATION OF CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY
BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable
ITEM 8
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9
NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10
CERTIFICATION
Not Applicable
<PAGE>
CUSIP No. 049905102 SCHEDULE 13G Page 5 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of may knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 8, 1998
/s/ T. Richard Riney
------------------------------------
Name: T. Richard Riney
Title: Vice President and General
Counsel
