<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Ventas, Inc.
------------
(Exact name of registrant as specified in its charter)
Delaware 61-1055020
- ------------------------------- -------------------
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
4360 Brownsboro Road, Suite 115,
Louisville, Kentucky 40207-1642
- ------------------------------------------------------ -----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (502) 357-9000
--------------
<TABLE>
<S> <C>
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [X] check the following box. [_]
Securities Act registration statement file number to which this form
relates:
--------------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Preferred Stock Purchase Rights New York Stock Exchange
------------------------------- -----------------------
Securities to be registered pursuant to Section 12(g) of the Act:
-------------------------------------------------------------
(Title of Class)
</TABLE>
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
On April 15, 1999, Ventas, Inc., a Delaware corporation (the "Company"),
amended its Rights Agreement, dated as of July 20, 1993 (as amended, the
"Rights Agreement"), between the Company and National City Bank (the "Rights
Agent"), as amended by the First Amendment to Rights Agreement, dated as of
August 11, 1995, as amended by the Second Amendment to Rights Agreement, dated
as of February 1, 1998, and as amended by the Third Amendment to Rights
Agreement, dated as of July 27, 1998, by adoption of the Fourth Amendment to
Rights Agreement, dated as of April 15, 1999 (the "Fourth Amendment").
Capitalized terms used but not defined herein shall have the meaning ascribed to
such terms in the Rights Agreement.
The Fourth Amendment excluded The Baupost Group, L.L.C., together with all
Affiliates and Associates of The Baupost Group, L.L.C. (collectively, "TBG"),
and any other person who would constitute along with TBG or any of its advisory
clients, a "group" as that term is used for purposes of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (collectively, the "TBG Group"),
from the definition of "Acquiring Person" until such time as the TBG Group
becomes the Beneficial Owner in the aggregate of more than 14.9% of the
outstanding shares of Common Stock of the Company.
The foregoing description is qualified in its entirety by reference to the
Fourth Amendment which is attached as an exhibit hereto and is incorporated
herein by reference.
Item 2. Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
(1) Fourth Amendment to Rights Agreement, dated as of April 15, 1999,
between the Company and the Rights Agent.
</TABLE>
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
VENTAS, INC.
Date: April 19, 1999 By: /s/ T. Richard Riney
----------------------
T. Richard Riney
Vice President and General Counsel
<PAGE>
EXHIBIT 1
FOURTH AMENDMENT TO RIGHTS AGREEMENT
This Fourth Amendment (this "Amendment") dated as of April 15, 1999 to the
Rights Agreement (the "Rights Agreement") dated as of July 20, 1993 between
Vencor, Incorporated, a Delaware corporation, now known as Ventas, Inc. (the
"Company"), and National City Bank, Rights Agent, a national banking association
existing under the laws of the State if Ohio (the "Rights Agent"), as amended by
the First Amendment to Rights Agreement, dated as of August 11, 1995, as amended
by the Second Amendment to the Rights Agreement, dated as of February 1, 1998,
and as amended by the Third Amendment to the Rights Agreement, dated as of July
27, 1998 (as so amended, the "Rights Agreement"). All capitalized terms not
defined herein shall have the meanings ascribed to such terms in the Rights
Agreement.
WHEREAS, the Board of Directors of the Company declared a dividend of one
preferred stock purchase right for each share Common Stock outstanding as of the
close of business on August 1, 1993; and
WHEREAS, each currently issued and outstanding share of the Common Stock
entitles the holder thereof to one Right; and
WHEREAS, each of the Rights is currently represented only by the share of
Common Stock entitled to such Right; and
WHEREAS, Section 27 of the Rights Agreement provides that the Company may
amend the Rights Agreement without the approval of any holders of Rights
Certificates in order, among other things, to correct or supplement any
provision in the Rights Agreement, to cure any ambiguity or to make any other
provisions with respect to the Rights which the Company may deem necessary or
desirable; and
WHEREAS, the Board of Directors of the Company has deemed it necessary and
desirable to amend the Rights Agreement as set forth in this Agreement.
NOW THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged the Company and the Rights Agent hereby agree as follows:
1. Section 1(a). The definition of "Acquiring Person" set forth in
------------
Section 1(a) of the Rights Agreement is hereby amended by deleting it in its
entirety and amending it to read as follows:
"Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial Owner of
9.9% or more of the then outstanding shares of Common Stock (other than as a
result of a Permitted Offer (as hereinafter defined) or becomes such a
Beneficial Owner at any time after the date hereof, whether or not such Person
continues to be the Beneficial Owner of 9.9% or more of the then outstanding
shares of Common Stock. Notwithstanding the foregoing, (A) the term 'acquiring
person' shall not include (i) the Corporation, (ii) any Subsidiary of the
Corporation, (iii) any employee benefit plan of the
<PAGE>
Corporation or of any Subsidiary of the Corporation, (iv) any Person or entity
organized, appointed or established by the Corporation for or pursuant to the
terms of any such plan, (v) any Person who or which, together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of 9.9%
or more of the then outstanding shares of Common Stock, as a result of the
acquisition of shares of Common Stock directly from the Corporation, (vi) any
Person who or which, together with all Affiliates and Associates of such Person,
was the Beneficial Owner of 9.9% or more of the outstanding shares of Common
Stock on February 1, 1998, until such time hereafter as any such Person shall
become the Beneficial Owner of any additional shares of Common Stock (other than
by means of a stock dividend or stock split); provided, however, that this
clause (vi) shall cease to apply to any Person who was the Beneficial Owner of
9.9% or more of the outstanding shares of Common Stock on February 1, 1998, but
who shall subsequently become, for any reason, including as a result of the
issuance by the Company of additional shares of Common Stock, the Beneficial
Owner of less than 9.9% of the outstanding shares of Common Stock, (vii)
Franklin Mutual Advisers, Inc., an investment adviser registered under the
Investment Advisers Act of 1940, together with all Affiliates and Associates of
Franklin Mutual Advisors, Inc. (collectively, "FMAI") and any other person who
would constitute along with FMAI or any of its advisory clients, a "group" as
that term is used for purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (collectively, the "FMAI Group"),
until such time hereafter as the FMAI Group shall become the Beneficial Owner in
the aggregate of more than 14.9% of the then outstanding shares of Common Stock,
or (vii) The Baupost Group, L.L.C., an investment adviser registered under the
Investment Advisers Act of 1940, together with all Affiliates and Associates of
The Baupost Group, L.L.C. (collectively, "TBG") and any other person who would
constitute along with TBG or any of its advisory clients, a "group" as that term
is used for purposes of Section 13(d)(3) of the Exchange Act (collectively, the
"TBG Group"), until such time hereafter as the TBG Group shall become the
Beneficial Owner in the aggregate of more than 14.9% of the then outstanding
shares of Common Stock and (B) no Person shall be deemed to be an 'Acquiring
Person' either (x) as a result of the acquisition of shares of Common Stock by
the Corporation which, by reducing the number of shares of Common Stock
outstanding, increases the proportional number of shares beneficially owned by
such Person; except that if (i) a Person would become an Acquiring Person (but
for the operation of this subclause (x)) as a result of the acquisition of
shares of Common Stock by the Corporation and (ii) after such share acquisition
by the Corporation, such Person becomes the Beneficial Owner of any additional
shares of Common Stock, then such Person shall be deemed an Acquiring Person or
(y) if (i) within 5 days after such Person would otherwise have become an
Acquiring Person (but for the operation of this subclause (y)), such Person
notifies the Board of Directors that such Person did so inadvertently and (ii)
within 2 days after such notification, such Person is the Beneficial Owner of
less than 9.9% of the outstanding shares of Common Stock or, in the case of the
FMAI Group, is the Beneficial Owner of 14.9% or less of the outstanding shares
of Common Stock or, in the case of the TBG Group, is the Beneficial Owner of
14.9% or less of the outstanding shares of Common Stock."
2. Section 3(d). Section 3(d) of the Rights Agreement is hereby amended by
------------
deleting the legend set forth in Section 3(d) in its entirety and amending it to
read as follows:
"This certificate also evidences and entitles the holder hereof to certain
rights as set forth in a Rights Agreement between Vencor, Incorporated (now
known as Ventas, Inc.) and National City Bank, Rights Agent, dated as of July
20, 1993, as amended by the First Amendment to Rights
<PAGE>
Agreement dated as of August 11, 1995, the Second Amendment to Rights
Agreement, dated as of February 1, 1998, the Third Amendment to Rights
Agreement, dated as of July 27, 1998, and the Fourth Amendment to Rights
Agreement, dated as of April 15, 1999 (as so amended, the "Rights
Agreement"), the terms of which are hereby incorporated herein by reference
and a copy of which is on file at the principal executive offices of
Ventas, Inc. Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and will
no longer be evidenced by this certificate. Ventas, Inc. will mail to the
holder of this certificate a copy of the Rights Agreement without charge
after receipt of a written request therefor. Under certain circumstances
set forth in the Rights Agreement, Rights issued to, or held by any Person
who is or becomes an Acquiring Person or an Affiliate or Associate thereof
(as defined in the Rights Agreement) and certain related persons, whether
currently held by or on behalf of such Person or by any subsequent holder,
may become null and void."
3. Section 23(a)(ii). Subsection (y)(aa) of Section 23(a)(ii) of the Rights
----------------
Agreement is hereby amended by deleting such subsection in its entirety and
amending it to read as follows:
"(y)(aa) if and for so long as the Acquiring Person is not thereafter
the Beneficial Owner of 9.9% of the shares of Common Stock, or in the case
of the FMAI Group, the Beneficial Owner of more than 14.9% of the shares of
Common Stock, or in the case of the TBG Group, the Beneficial Owner of more
than 14.9% of the shares of Common Stock and"
4. Exhibit II to Rights Agreement. Exhibit II to the Rights Agreement shall
------------------------------
be deleted in its entirety and replaced with a new Exhibit II, attached to this
Amendment as Annex A.
5. Governing Law. This amendment shall be deemed to be a contract made
-------------
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State.
6. Counterparts. This Amendment may be executed in counterparts and each of
------------
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.
VENTAS, INC.
Attest:
By:________________________ By:___________________________
Name: T. Richard Riney Name: Debra A. Cafaro
Title: Vice President, Title: President and Chief
General Counsel Executive Officer
and Secretary
NATIONAL CITY BANK, AS
RIGHTS AGENT
Attest:
By:_______________________ By:___________________________
Name: Holly H. Pattison Name: J. Dean Presson
Title: Vice President Title: Vice President
<PAGE>
(Annex A)
EXHIBIT II
UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN THE RIGHTS AGREEMENT DATED AS OF JULY
20, 1993, AMONG VENCOR, INCORPORATED (NOW KNOWN AS VENTAS, INC.) AND NATIONAL
CITY BANK, AS RIGHTS AGENT (THE "RIGHTS AGREEMENT"), AS THE SAME MAY BE AMENDED
FROM TIME TO TIME, RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY A PERSON WHO IS OR
BECOMES AN ACQUIRING PERSON (OTHER THAN PURSUANT TO A PERMITTED OFFER) OR AN
ASSOCIATE OR AFFILIATE OF SUCH ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN
THE RIGHTS AGREEMENT) OR, UNDER CERTAIN CIRCUMSTANCES, TRANSFEREES THEREOF, WILL
BECOME NULL AND VOID AS PROVIDED IN SECTIONS 7(E) AND 11(A)(II) OF THE RIGHTS
AGREEMENT AND THEREAFTER MAY NOT BE TRANSFERRED TO ANY PERSON.
SUMMARY OF RIGHTS TO PURCHASE
SERIES A PARTICIPATING PREFERRED STOCK
On July 20, 1993, the Board of Directors of Vencor, Incorporated, a
Delaware corporation, now known as Ventas, Inc. (the "Company"), declared a
dividend of one Preferred Stock Purchase Right (the "Right") for each
outstanding share of Common Stock ("Common Stock") of the Company. The dividend
is payable to holders of record of Common Stock at the close of business on
August 1, 1993 (the "Record Date"). Each Right entitles the registered holder to
purchase from the Company one one-hundredth of a share of Series A Preferred
Stock of the Company ("Preferred Stock") at a Purchase Price of $110. The terms
and conditions of the Rights are contained in a Rights Agreement dated as of
July 20, 1993 between the Company and National City Bank, as Rights Agent, as
amended by the First Amendment (as defined herein), the Second Amendment (as
defined herein), the Third Amendment (as defined herein), and the Fourth
Amendment (as defined herein) (as so amended, the "Rights Agreement").
Capitalized terms not otherwise defined herein shall have the meanings assigned
to them in the Rights Agreement.
As discussed below, initially the Rights will not be exercisable,
certificates for the Rights will not be issued, and the Rights will
automatically trade with the Common Stock.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding and no separate Rights certificates will be
distributed. Until the earlier to occur of (i) the first date (the "Stock
Acquisition Date") of a public announcement that, without the prior approval of
the Company (which approval is prohibited under certain circumstances as
described below), (A) a person or group of Affiliated or Associated persons has
acquired, or obtained the right to acquire Beneficial Ownership of securities
having 9.9% or more of the voting power of all outstanding voting securities of
the Company, (B) Franklin Mutual Advisers, Inc., together with all Affiliates
and Associates of Franklin Mutual Advisors, Inc. (collectively, "FMAI") and any
other person who would constitute along with FMAI or any of its advisory
clients, a "group" as that term is used for purposes of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (collectively, the "FMAI Group"),
has become the Beneficial
<PAGE>
Owner in the aggregate of securities having more than 14.9% of the voting power
of all outstanding voting securities of the Company, or (C) The Baupost Group,
L.L.C., together with all Affiliates and Associates of The Baupost Group, L.L.C.
(collectively, "TBG") and any other person who would constitute along with TBG
or any of its advisory clients, a "group" as that term is used for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(collectively, the "TBG Group"), has become the Beneficial Owner in the
aggregate of securities having more than 14.9% of the voting power of all
outstanding voting securities of the Company (each of (A, (B) and (C), an
"Acquiring Person") or (ii) ten days (unless such date is extended by the Board
of Directors of the Company) following the commencement of (or a public
announcement of an intention to make) a tender offer or exchange offer which
would result in any person or group of related persons becoming an Acquiring
Person (the earlier of such dates being called the "Rights Distribution Date"),
the Rights will be evidenced by the Common Stock certificates. Until the Rights
Distribution Date, the Rights will be transferred only with Common Stock
certificates. New Common Stock certificates issued after the Rights Distribution
Date upon transfer or new issuance of the Common Stock will contain a notation
incorporating the Rights Agreement by reference. Until the Rights Distribution
Date (or earlier redemption, exchange, or expiration of the Rights), the
surrender for transfer of any certificates for Common Stock outstanding as of
the Rights Distribution Date will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate. As soon as
practicable following the Rights Distribution Date, separate certificates
evidencing the Rights (each a "Rights Certificate") will be mailed to holders of
record of the Common Stock as of the close of business on the Rights
Distribution Date, and the separate Rights Certificates alone will evidence the
Rights.
The Rights will not be exercisable until the Rights Distribution Date. The
Rights will expire on the earliest of (i) the close of business July 19, 2003;
(ii) consummation of a merger transaction with a person or group who acquired
Common Stock pursuant to a Permitted Offer, and is offering in the merger the
same form of consideration, and not less than the price per share, paid
pursuant to the Permitted Offer; (iii) redemption by the Company as described
below; or (iv) or exchange by the Company as described below.
The Purchase Price payable, and the number of shares of Preferred Stock or
other securities issuable, upon exercise of the Rights will be subject to an
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of the Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock, certain
convertible securities or securities having rights, privileges and preferences
the same as, or more favorable than, the Preferred Stock at less than the
current market price of the Preferred Stock or (iii) upon the distribution to
holders of the Preferred Stock of evidences of indebtedness, cash (excluding
regular quarterly cash dividends out of earnings or retained earnings), assets
(other than a dividend payable in Preferred Stock) or of subscription rights or
warrants (other than those referred to above).
In the event that, after the first date of public announcement by the
Company or an Acquiring Person that an Acquiring Person has become such, the
Company is involved in a merger or other business combination transaction in
which the Common Stock is exchanged or changed (other than a merger with a
person or group who acquired Common Stock pursuant to a Permitted Offer and is
offering in the merger not less than the price paid pursuant to the Permitted
Offer and the same form of consideration paid in the Permitted Offer), or 50% or
more of the Company's assets or earning power are sold (in one transaction or a
series of transactions), proper provision shall be made so that each holder of a
Right (other than such Acquiring Person) shall thereafter have the right to
receive, upon the exercise thereof at the then current exercise price of the
Right, that number of shares of common stock of the acquiring company (or, in
the
<PAGE>
event that there is more than one acquiring company, the acquiring company
receiving the greatest portion of the assets or earning power transferred) which
at the time of such transaction would have a market value of two times the
exercise price of the Right (such right being called the "Flip-over").
In the event that an Acquiring Person becomes such, proper provision shall
be made so that each holder of a Right for a 60 day period thereafter have the
right to receive upon exercise that number of shares of Common Stock having a
market value of two times the exercise price of the Right, to the extent
available, and then (after all authorized and unreserved shares of Common Stock
have been issued) a common stock equivalent (such as Preferred Stock or another
equity security with at least the same economic value as the Common Stock)
having a market value of two times the exercise price of the Right, with Common
Stock to the extent available being issued first (such right being called the
"Flip-in").
The holder of a Right will continue to have the Flip-over whether or not
such holder exercises the Flip-in. Upon an Acquiring Person becoming such (other
than pursuant to a Permitted Offer), any rights that are issued to or
Beneficially Owned by such Acquiring Person or, under certain circumstances,
transferees hereof, shall become null and void and thereafter may not be
transferred to any person.
With certain exceptions, no adjustments in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractions of shares will be issued and, in lieu thereof,
an adjustment in cash will be made based on the market price of the Common Stock
on the last trading date prior to the date of exercise.
At any time prior to the earlier to occur of (i) a person becoming an
Acquiring Person or (ii) the expiration of the Rights, the Company may redeem
the Rights in whole, but not in part, at a price of $.01 in cash per Right (the
"Redemption Price"), which redemption shall be effective upon the action of the
Board of Directors of the Company in the exercise of its sole discretion.
Additionally, the Company may, following the Stock Acquisition Date, redeem the
then outstanding Rights in whole, but not in part, at the Redemption Price,
following an event giving rise to, and the expiration of the exercise period
for, the Flip-in, provided that redemption is prior to an event giving rise to
the Flip-over, either (i) in connection with a merger or other business
combination transaction or series of transactions involving the Company in which
all holders of Common Stock are treated alike but not involving (other than as a
holder of Common Stock being treated like all other such holders) an Acquiring
Person or (ii) if and for as long as the Acquiring Person is not thereafter the
Beneficial Owner of 9.9% of the shares of Common Stock, or in the case of FMAI
Group, the Beneficial Owner of more than 14.9% of the shares of Common Stock, or
in the case of the TBG Group, the Beneficial Owner of more than 14.9% of the
shares of Common Stock and, at the time of redemption, no other persons are
Acquiring Persons. Upon the effective date of redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders
of Rights will be to receive the Redemption Price.
The Board of Directors of the Company may, at its option, at any time
after any person becomes an Acquiring Person, exchange all or part of the then
outstanding and exercisable Rights for Common Shares at an exchange ratio of
one Common Share per Right, appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after the Record Date.
Notwithstanding the foregoing, the Board of Directors shall not be empowered to
effect such exchange at any time after any person (other than the Company, any
subsidiary of the Company, any employee benefit plan of the Company or any such
subsidiary, or any entity holding Common Shares for or pursuant to the terms of
any such plan), together
<PAGE>
with all Affiliates and Associates of such person, becomes the Beneficial Owner
of 50% or more of the Common Shares then outstanding. Immediately upon the
action of the Board of Directors of the Company ordering the exchange of any
Rights, and without any further action and without any notice, the right to
exercise such Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive that number of Common Shares equal to the
number of such Rights held by such holder.
Prior to a person becoming an Acquiring Person the Board of Directors of
the Company may amend the Rights Agreement without approval of the holders of
the Rights in order to cure any ambiguity, to correct or supplement any
provision contained in the Rights Agreement, to make any other provisions with
respect to the Rights that the Company may deem necessary or desirable. After
the time a person becomes an Acquiring Person, the provisions of the Rights
Agreement may only be amended by the Board of Directors to make changes that do
not adversely affect the interests of holders of Rights.
The Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable and junior to any other series of preferred stock the Company may
issue (unless otherwise provided in the terms of such stock). Each share of
Preferred Stock will have a preferential quarterly dividend in an amount equal
to 100 times the dividend declared on each share of Common Stock, but in no
event less that $1.00. In the event of liquidation, the holders of Preferred
Stock will receive a preferred liquidation payment equal to $100 per share,
plus an amount equal to accrued and unpaid dividends thereon to the date of such
payment. Each share of Preferred Stock will have 100 votes, voting together with
the shares of Common Stock. In the event of any merger, consolidation or other
transaction in which shares of Common Stock are exchanged, each share of
Preferred Stock will be entitled to receive 100 times the amount and type of
consideration received per share of Common Stock. The Company shall not be
required to issue fractions of a share of Preferred Stock.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends. The Company shall not be required to
issue fractions of Rights.
The Rights will have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired. However, the Rights should not interfere with
any tender offer or merger approved by the Company (other than with an Acquiring
Person) because the Rights (i) do not become exercisable in the event of a
Permitted Offer and expire automatically upon the consummation of a merger in
which the form of consideration is the same as, and the price is not less than
the price paid in, the Permitted Offer and (ii) are redeemable and exchangeable
in connection with an approved merger which all holders of the Common Stock are
treated alike.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as Exhibit 1 to a Registration Statement on Form 8-A filed
on July 21, 1993.
As of August 11, 1995, the Rights Agreement was amended (the "First
Amendment") and filed with the Securities and Exchange Commission (the "SEC") as
Exhibit II to Form 8-A/A on August 11, 1995. The First Amendment amended
Exhibit II of the Rights Agreement ("Exhibit II") to correct and clarify any
ambiguities contained in the Summary of Rights to Purchase Series A
Participating Preferred Stock (this "Summary").
<PAGE>
As of February 1, 1998, the Rights Agreement was amended (the "Second
Amendment") and filed with the SEC as Exhibit 1 to the Form 8-A/A of the
Company on February 1, 1998. The Second Amendment lowered the Acquiring Person
threshold to 9.9% (other than for persons already owning 9.9%), clarified
certain ambiguities contained in the Rights Agreement and made conforming
changes to this Summary.
As of July 27, 1998, the Rights Agreement was amended (the "Third
Amendment") and filed with the SEC as Exhibit 1 to the Form 8-A/A of the Company
on July 27, 1998. The Third Amendment excluded the FMAI Group from the
definition of Acquiring Person until such time as the FMAI Group becomes the
Beneficial Owner of more than 14.9% of the outstanding shares of Common Stock of
the Company and made conforming changes to this Summary.
As of April 15, 1999, the Rights Agreement was amended (the "Fourth
Amendment") and filed with the SEC as Exhibit 1 to the Form 8-A/A of the Company
on April 19, 1999. The Fourth Amendment excluded the TBG Group from the
definition of Acquiring Person until such time as the TBG Group becomes the
Beneficial Owner of more than 14.9% of the outstanding shares of Common Stock of
the Company and made conforming changes to this Summary.
The foregoing summary of certain terms of the Rights and the Rights
Agreement, as amended, is qualified in its entirety by reference to the Rights
Agreement, the First Amendment, the Second Amendment, the Third Amendment and
the Fourth Amendment. A copy of the Rights Agreement, the First Amendment, the
Second Amendment, the Third Amendment and the Fourth Amendment are available
free of charge from the Company by written request, Ventas, Inc., 4360
Brownsboro Road, Suite 115, Louisville, Kentucky 40207-1642, Attention:
Corporate Secretary. This summary description of the Rights, the Rights
Agreement, the First Amendment, the Second Amendment, the Third Amendment and
the Fourth Amendment does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, as amended from time to time,
which is incorporated in this summary description by reference.
