EXHIBIT 99.6
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME, ON
, , 2002 UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, ON THE EXPIRATION DATE.
Ventas Realty, Limited Partnership
and
Ventas Capital Corporation
4360 Brownsboro Road, Suite 115
Louisville, Kentucky 40207-1642
LETTER OF TRANSMITTAL
For 9% Senior Notes due 2012
Unconditionally Guaranteed by
Ventas, Inc. and Ventas LP Realty, L.L.C.
Exchange Agent:
U.S. Bank National Association
By Facsimile:
(212) 514-6808
Confirm by Telephone:
(212) 361-2511
By Registered or Certified Mail:
U.S. Bank National Association
Corporate Trust Window
100 Wall Street, Suite 1600
New York, NY 10005
Attention: Donna Haynes
By Overnight Courier or By Hand:
U.S. Bank National Association
Corporate Trust Window
100 Wall Street, Suite 1600
New York, NY 10005
Attention: Donna Haynes
Delivery of this instrument to an address other than as set forth above does
not constitute a valid delivery.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING
THE INSTRUCTIONS TO THIS LETTER, CAREFULLY
BEFORE CHECKING ANY BOX BELOW
Capitalized terms used in this Letter and not defined herein shall have the
respective meanings ascribed to them in the Prospectus.
List in Box 1 below the Original Notes of which you are the holder. If the
space provided in Box 1 is inadequate, list the certificate numbers and
principal amount at maturity of Original Notes on a separate signed schedule
and affix that schedule to this Letter.
BOX l
TO BE COMPLETED BY ALL TENDERING HOLDERS
Principal Amount
Name(s) and Address(es) of Registered Certificate Principal Amount of Original Notes
Holder(s) (Please fill in if blank) Number(s)(l) of Original Notes Tendered(2)
- -----------------------------------------------------------------------------------------
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- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Totals:
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(1) Need not be completed if Original Notes are being tendered by book-entry transfer.
(2) Unless otherwise indicated, the entire principal amount of Original Notes
represented by a certificate or Book-Entity Confirmation delivered to the Exchange
Agent will be deemed to have been tendered.
The undersigned acknowledges receipt of the Prospectus dated , 2002
(the "Prospectus") of Ventas Realty, Limited Partnership and Ventas Capital
Corporation (together, the "Issuers") and Ventas, Inc. and Ventas LP Realty,
L.L.C. (together, the "Guarantors"), and this Letter of Transmittal for 9%
Senior Notes due 2012, which may be amended from time to time (this "Letter"),
which together constitute the offer of the Issuers and the Guarantors (the
"Exchange Offer") to exchange, for each $1,000 in principal amount of the
Issuers' outstanding 9% Senior Notes due 2012 issued and sold in a transaction
exempt from registration under the Securities Act of 1933, as amended (the
"Original Notes"), $1,000 in principal amount of 9% Senior Notes due 2012 (the
"New Notes").
The undersigned has completed, executed and delivered this Letter to
indicate the action he or she desires to take with respect to the Exchange
Offer.
All holders of Original Notes who wish to tender their Original Notes must,
prior to the Expiration Date: (1) complete, sign, date and mail or otherwise
deliver this Letter to the Exchange Agent, in person or to the address set
forth above; and (2) tender his or her Original Notes or, if a tender of
Original Notes is to be made by book-entry transfer to the account maintained
by the Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer
Facility"), confirm such book-entry transfer (a "Book-Entry Confirmation"), in
accordance with the procedures for tendering described in the Instructions to
this Letter. Holders of Original Notes whose certificates are not immediately
available, or who are unable to deliver their certificates or Book-Entry
Confirmation and all other documents required by this Letter to be delivered to
the Exchange Agent on or prior to the Expiration Date, must tender their
Original Notes according to the guaranteed delivery procedures set forth under
the caption "The Exchange Offer--How to Tender" in the Prospectus. (See
Instruction 1).
The Instructions included with this Letter must be followed in their
entirety. Questions and requests for assistance or for additional copies of the
Prospectus or this Letter may be directed to the Exchange Agent, at one of the
addresses listed above, or Ventas, Inc., 4360 Brownsboro Road, Suite 115,
Louisville, Kentucky 40207-1642, Attention: General Counsel (telephone (502)
357-9000).
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Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned tenders to the Issuers and the Guarantors the principal amount of
Original Notes indicated above. Subject to, and effective upon, the acceptance
for exchange of the Original Notes tendered with this Letter, the undersigned
exchanges, assigns and transfers to, or upon the order of, the Issuers and the
Guarantors all right, title and interest in and to the Original Notes tendered.
The undersigned constitutes and appoints the Exchange Agent as his or her
agent and attorney-in-fact (with full knowledge that the Exchange Agent also
acts as the agent of the Issuers and the Guarantors) with respect to the
tendered Original Notes, with full power of substitution, to: (a) deliver
certificates for such Original Notes; (b) deliver Original Notes and all
accompanying evidence of transfer and authenticity to or upon the order of the
Issuers and the Guarantors upon receipt by the Exchange Agent, as the
undersigned's agent, of the New Notes to which the undersigned is entitled upon
the acceptance by the Issuers and the Guarantors of the Original Notes tendered
under the Exchange Offer; and (c) receive all benefits and otherwise exercise
all rights of beneficial ownership of the Original Notes, all in accordance
with the terms of the Exchange Offer. The power of attorney granted in this
paragraph shall be deemed irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that he or she has full power
and authority to tender, exchange, assign and transfer the Original Notes
tendered hereby and that the Issuers and the Guarantors will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Issuers or the Guarantors to be necessary or desirable to complete the
assignment and transfer of the Original Notes tendered.
The undersigned agrees that acceptance of any tendered Original Notes by the
Issuers or the Guarantors and the issuance of New Notes in exchange therefor
shall constitute performance in full by the Issuers and the Guarantors of their
respective obligations under the registration agreement, dated April 17, 2002,
that the Issuers and the Guarantors entered into with the initial purchasers of
the Original Notes (the "Registration Agreement") and that, upon the issuance
of the New Notes, the Issuers and the Guarantors will have no further
obligations or liabilities under the Registration Agreement (except in certain
limited circumstances). By tendering Original Notes, the undersigned certifies
(a) that it is not an "affiliate" of the Issuers or the Guarantors within the
meaning of Rule 405 under the Securities Act, that it is not a broker-dealer
that owns Original Notes acquired directly from the Issuers or the Guarantors
or an affiliate of the Issuers or the Guarantors, that it is acquiring the New
Notes in the ordinary course of the undersigned's business and that the
undersigned is not engaged in, and does not intend to engage in, a distribution
of New Notes or (b) that it is an "affiliate" (as so defined) of the Issuers
and the Guarantors or of the initial purchasers in the offering of the Original
Notes, and that it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable to it.
The undersigned acknowledges that, if it is a broker-dealer that will
receive New Notes for its own account in exchange for Original Notes that were
acquired as a result of market-making activities or other trading activities,
it will deliver a prospectus in connection with any resale of such New Notes.
By so acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.
The undersigned understands that the Issuers and the Guarantors may accept
the undersigned's tender by delivering written notice of acceptance to the
Exchange Agent, at which time the undersigned's right to withdraw such tender
will terminate.
All authority conferred or agreed to be conferred by this Letter shall
survive the death or incapacity of the undersigned, and every obligation of the
undersigned under this Letter shall be binding upon the undersigned's heirs,
personal representatives, successors and assigns. Tenders may be withdrawn only
in accordance with the procedures set forth in the Instructions contained in
this Letter.
Unless otherwise indicated under "Special Delivery Instructions" below, the
Exchange Agent will deliver New Notes (and, if applicable, a certificate for
any Original Notes not tendered but represented by a certificate also
encompassing Original Notes which are tendered) to the undersigned at the
address set forth in Box 1.
The undersigned acknowledges that the Exchange Offer is subject to the more
detailed terms set forth in the Prospectus and, in case of any conflict between
the terms of the Prospectus and this Letter, the Prospectus shall prevail.
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[_] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: __________________________________________________
Account Number: _________________________________________________________________
Transaction Code Number: ________________________________________________________
[_] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s): _________________________________________________
Date of Execution of Notice of Guaranteed Delivery: _____________________________
Window Ticket Number (if available): ____________________________________________
Name of Institution which Guaranteed Delivery: __________________________________
[_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name: ___________________________________________________________________________
Address: ________________________________________________________________________
____________________________________________________________________________
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
BOX 2
PLEASE SIGN HERE
WHETHER OR NOT ORIGINAL NOTES ARE BEING
PHYSICALLY TENDERED HEREBY
X
X
Signature(s) of Owner(s) Date
or Authorized Signatory
Area code and Telephone Number: ______________________________________
This box must be signed by registered holder(s) of Original Notes as their
name(s) appear(s) on certificate(s) for Original Notes, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Letter. If signature is by a trustee, executor,
administrator, guardian, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title
below. (See Instruction 3)
Name(s) _____________________________________________________________________
_______________________________________________________________________________
(Please Print)
Capacity ____________________________________________________________________
Address _____________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
Signature(s) Guranteed ---------------------------------------
by an Eligible Institution: (Authorized Signature)
(If required by
Instruction 3) ---------------------------------------
(Title)
---------------------------------------
(Name of Firm)
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BOX 3
TO BE COMPLETED BY ALL TENDERING HOLDERS
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PAYOR'S NAME: U.S. Bank National Association
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Part 1--PLEASE PROVIDE YOUR TIN Social Security Number
IN THE BOX AT RIGHT AND or Employer Identification Number
CERTIFY BY SIGNING AND DATING BELOW.
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SUBSTITUTE Part 2--Check the box if you are NOT subject to back-up withholding because (1) you have
Form W-9 not been notified by the Internal Revenue Service that you are subject to back-up
Department of the withholding as a result of failure to report all interest [_]
Treasury Internal or dividends, or (2) the Internal Revenue Service has notified
Revenue Service you that you are no longer subject to back-up withholding, or
(3) you are exempt from back-up withholding.
Payor's Request for ------------------------------------------------------------------------------------------------------
Taxpayer Identification CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I Part 3
Number (TIN) CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM Check if
IS TRUE, CORRECT AND COMPLETE. Awaiting TIN
[_]
SIGNATURE __________________________________________ DATE _____________________
- ------------------------------------------------------- ------------------------------------------------------
BOX 4 BOX 5
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if certificates for Original To be completed ONLY if certificates for Original
Notes in a principal amount not exchanged, or New Notes in a principal amount not exchanged, or New
Notes, are to be issued in the name of someone other Notes, are to be sent to someone other than the person
than the person whose signature appears in Box 2, or whose signature appears in Box 2 or to an address
if Original Notes delivered by book-entry transfer other than that shown in Box 1.
which are not accepted for exchange are to be returned
by credit to an account maintained at the Book-Entry Deliver:
Transfer Facility other than the account indicted
above. (check appropriate boxes)
Issue and deliver: [_] Original Notes not tendered
[_] New Notes, to:
(check appropriate boxes)
Name _________________________________________________
[_] Original Notes not tendered (Please Print)
[_] New Notes, to:
Address ______________________________________________
Name _________________________________________________
(Please Print) ______________________________________________________
Address ______________________________________________
Please complete the Substitute Form W-9 at Box 3
Tax I.D. or Social Security Number: __________________
- ------------------------------------------------------- ------------------------------------------------------
6
INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter and Certificates. Certificates for Original
Notes or a Book-Entry Confirmation, as the case may be, as well as a properly
completed and duly executed copy of this Letter and any other documents
required by this Letter, must be received by the Exchange Agent at its address
set forth herein on or before the Expiration Date. The method of delivery of
this Letter, certificates for Original Notes or a Book-Entry Confirmation, as
the case may be, and any other required documents is at the election and risk
of the tendering holder, but except as otherwise provided below, the delivery
will be deemed made when actually received by the Exchange Agent. If delivery
is by mail, the use of registered mail with return receipt requested, properly
insured, is suggested.
Holders whose Original Notes are not immediately available or who cannot
deliver their Original Notes or a Book-Entry Confirmation, as the case may be,
and all other required documents to the Exchange Agent on or before the
Expiration Date may tender their Original Notes pursuant to the guaranteed
delivery procedures set forth in the Prospectus. Pursuant to such procedure:
(i) tender must be made by or through a firm that is a member of a recognized
signature guarantee medallion program within the meaning of Rule 17A(d)-15
under the Securities Exchange Act of 1934 (an "Eligible Institution");
(ii) prior to the Expiration Date, the Exchange Agent must have received from
the Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by telegram, telex, facsimile transmission, mail or hand
delivery) (x) setting forth the name and address of the holder, the names in
which the Original Notes are registered and the principal amount of Original
Notes tendered and, if possible, the certificate numbers of the Original Notes
to be tendered, (y) stating that the tender is being made thereby and (z)
guaranteeing that within three New York Stock Exchange trading days after the
date of execution of such Notice of Guaranteed Delivery, the Original Notes, in
proper form for transfer, will be delivered by the Eligible Institution
together with this Letter, properly completed and duly executed, and any other
required documents to the Exchange Agent; and (iii) the certificates for all
tendered Original Notes or a Book-Entry Confirmation, as the case may be, as
well as all other documents required by this Letter, must be received by the
Exchange Agent within three New York Stock Exchange trading days after the date
of execution of such Notice of Guaranteed Delivery, all as provided in the
Prospectus under the caption "The Exchange Offer--How to Tender."
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Original Notes will be
determined by the Issuers and the Guarantors, whose determination will be final
and binding. The Issuers and the Guarantors reserve the absolute right to
reject any or all tenders that are not in proper form or the acceptance of
which, in the opinion of counsel to the Issuers and the Guarantors, would be
unlawful. The Issuers and the Guarantors also reserve the right to waive any
irregularities or conditions of tender as to particular Original Notes. All
tendering holders, by execution of this Letter, waive any right to receive
notice of acceptance of their Original Notes.
Neither the Issuers, the Guarantors, the Exchange Agent nor any other person
shall be obligated to give notice of defects or irregularities in any tender,
nor shall any of them incur any liability for failure to give any such notice.
2. Partial Tenders; Withdrawals. If less than the entire principal amount
of any Original Note evidenced by a submitted certificate or by a Book-Entry
Confirmation is tendered, the tendering holder must fill in the principal
amount tendered in the fourth column of Box 1 above. All of the Original Notes
represented by a certificate or by a Book-Entry Confirmation delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
A certificate for Original Notes not tendered will be sent to the holder,
unless otherwise provided in Box 5, as soon as practicable after the Expiration
Date, in the event that less than the entire principal amount at maturity of
Original Notes represented by a submitted certificate is tendered (or, in the
case of Original Notes tendered by book-entry transfer, such non-exchanged
Original Notes will be credited to an account maintained by the holder with the
Book-Entry Transfer Facility).
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn prior to the Expiration Date. To be effective with respect to the
tender of Original Notes, a notice of withdrawal must: (i) be received by the
Exchange Agent before the Expiration Date; (ii) specify the person named in the
applicable letter of transmittal as having tendered Original
7
Notes to be withdrawn; (iii) specify the certificate numbers of Original Notes
to be withdrawn; (iv) specify the principal amount of Original Notes to be
withdrawn, which must be an authorized denomination; (v) state that the holder
is withdrawing its election to have those Original Notes exchanged; (vi) state
the name of the registered holder of those Original Notes; and (vii) be signed
by the holder in the same manner as the original signature on the applicable
letter of transmittal, including any required signature guarantees, or be
accompanied by evidence satisfactory to the Issuers and the Guarantors that the
person withdrawing the tender has succeeded to the beneficial ownership of the
Original Notes being withdrawn.
3. Signatures on this Letter; Assignments; Guarantee of Signatures. If
this Letter is signed by the holder(s) of Original Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the
certificate(s) for such Original Notes, without alteration, enlargement or any
change whatsoever.
If any of the Original Notes tendered hereby are owned by two or more joint
owners, all owners must sign this Letter. If any tendered Original Notes are
held in different names on several certificates, it will be necessary to
complete, sign and submit as many separate copies of this Letter as there are
names in which certificates are held.
If this Letter is signed by the holder of record and (i) the entire
principal amount at maturity of the holder's Original Notes are tendered;
and/or (ii) untendered Original Notes, if any, are to be issued to the holder
of record, then the holder of record need not endorse any certificates for
tendered Original Notes, nor provide a separate bond power. If any other case,
the holder of record must transmit a separate bond power with this Letter.
If this Letter or any certificate or assignment is signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and proper evidence satisfactory to the
Company of their authority to so act must be submitted, unless waived by the
Company.
Signatures on this Letter must be guaranteed by an Eligible Institution,
unless Original Notes are tendered: (i) by a holder who has not completed the
Box entitled "Special Issuance Instructions" or "Special Delivery Instructions"
on this Letter; or (ii) for the account of an Eligible Institution. In the
event that the signatures in this Letter or a notice of withdrawal, as the case
may be, are required to be guaranteed, such guarantees must be by an eligible
guarantor institution which is a member of The Securities Transfer Agents
Medallion Program (STAMP), The New York Stock Exchanges Medallion Signature
Program (MSP) or The Stock Exchanges Medallion Program (SEMP) (collectively,
"Eligible Institutions"). If Original Notes are registered in the name of a
person other than the signer of this Letter, the Original Notes surrendered for
exchange must be endorsed by, or be accompanied by a written instrument or
instruments of transfer or exchange, in satisfactory form as determined by the
Issuers and the Guarantors, in their sole discretion, duly executed by the
registered holder with the signature thereon guaranteed by an Eligible
Institution.
4. Special Issuance and Delivery Instructions. Tendering holders should
indicate, in Box 4 or 5, as applicable, the name and address to which the New
Notes or certificates for Original Notes not exchanged are to be issued or
sent, if different from the name and address of the person signing this Letter.
In the case of issuance in a different name, the tax identification number of
the person named must also be indicated. Holders tendering Original Notes by
book-entry transfer may request that Original Notes not exchanged be credited
to such account maintained at the Book-Entry Transfer Facility as such holder
may designate.
5. Tax Identification Number. Federal income tax law requires that a
holder whose tendered Original Notes are accepted for exchange must provide the
Exchange Agent (as payor) with his or her correct taxpayer identification
number ("TIN"), which, in the case of a holder who is an individual, is his or
her social security number. If the Exchange Agent is not provided with the
correct TIN, the holder may be subject to a $50 penalty imposed by the Internal
Revenue Service. In addition, delivery to the holder of the New Notes pursuant
to the Exchange Offer may be subject to back-up withholding. (If withholding
results in overpayment of taxes, a refund or credit may be obtained.) Exempt
holders (including, among others, all corporations and certain foreign
individuals) are not subject to these back-up withholding and reporting
requirements. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
8
Under federal income tax laws, payments that may be made by the Issuers and
the Guarantors on account of New Notes issued pursuant to the Exchange Offer
may be subject to back-up withholding at a rate of 30%. In order to avoid being
subject to back-up withholding, each tendering holder must provide his or her
correct TIN by completing the "Substitute Form W-9" referred to above,
certifying that the TIN provided is correct (or that the holder is awaiting a
TIN) and that: (i) the holder has not been notified by the Internal Revenue
Service that he or she is subject to back-up withholding as a result of failure
to report all interest or dividends; or (ii) the Internal Revenue Service has
notified the holder that he or she is no longer subject to back-up withholding;
or (iii) certify in accordance with the Guidelines that such holder is exempt
from back-up withholding. If the Original Notes are in more than one name or
are not in the name of the actual owner, consult the enclosed Guidelines for
information on which TIN to report.
6. Transfer Taxes. The Issuers and/or the Guarantors will pay all transfer
taxes, if any, applicable to the transfer of Original Notes to them or their
order pursuant to the Exchange Offer. If, however, the New Notes or
certificates for Original Notes not exchanged are to be delivered to, or are to
be issued in the name of, any person other than the record holder, or if
tendered certificates are recorded in the name of any person other than the
person signing this Letter, or if a transfer tax is imposed by any reason other
than the transfer of Original Notes to the Issuers and the Guarantors or its
order pursuant to the Exchange Offer, then the amount of such transfer taxes
(whether imposed on the record holder or any other person) will be payable by
the tendering holder. If satisfactory evidence of payment of taxes or exemption
from taxes is not submitted with this Letter, the amount of transfer taxes will
be billed directly to the tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter.
7. Waiver of Conditions. The Issuers and the Guarantors reserve the
absolute right to amend or waive any of the specified conditions in the
Exchange Offer in the case of any Original Notes tendered.
8. Mutilated, Lost, Stolen or Destroyed Certificates. Any holder whose
certificates for Original Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at one of the addresses indicated above, for
further instructions.
9. Requests for Assistance or Additional Copies. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus or this Letter, may be directed to the Exchange Agent.
IMPORTANT: This Letter (together with certificates representing tendered
Original Notes or a Book-Entry Confirmation and all other required documents)
must be received by the Exchange Agent on or before the Expiration Date of the
Exchange Offer (as described in the Prospectus).
9