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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
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For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
BROOKDALE LIVING COMMUNITIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 36-4103821
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
77 West Wacker Drive, Suite 3900, Chicago, Illinois 60601
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
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
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None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
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(Title of Class)
Page 1 of 3
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information included under the caption "Description of Capital Stock"
in the Preliminary Prospectus contained in Amendment No. 3 to Registration
Statement on Form S-1 (Registration No. 333-12259) ("Amendment No. 3") of
Brookdale Living Communities, Inc., a Delaware corporation (the "Company"),
filed with the Securities and Exchange Commission (the "Commission") on March 4,
1997 relating to the description of the Common Stock, par value $0.01 per
share, of the Company is incorporated by reference herein.
ITEM 2. EXHIBITS
EXHIBIT NO. DESCRIPTION
1.1 Form of certificate representing Common Stock of the Company (filed
as Exhibit 4.1 to Amendment No. 4 to Registration Statement on Form
S-1 (Registration No. 333-12259) ("Amendment No. 4") of the Company
filed with the Commission on March 17, 1997 and incorporated by
reference herein)
2.1 Form of Restated Certificate of Incorporation of the Company (filed
as Exhibit 3.1 to Amendment No. 4 and incorporated by reference
herein)
2.2 Form of Amended and Restated By-laws of the Company (filed as
Exhibit 3.2 to Amendment No. 4 and incorporated by reference
herein)
3.1 Page 44 of the Preliminary Prospectus contained in Amendment No. 3
under the heading "Description of Capital Stock" is incorporated by
reference herein
Page 2 of 3
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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.
BROOKDALE LIVING COMMUNITIES, INC.
By: /s/ Craig G. Walczyk
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Craig G. Walczyk
Vice President-Chief Financial Officer
and Secretary
Dated: March 18, 1997
Page 3 of 3
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE NUMBER
1.1 Form of certificate representing Common
Stock of the Company (filed as Exhibit 4.1
to Amendment No. 4 and incorporated by
reference herein)
2.1 Form of Restated Certificate of Incorporation
of the Company (filed as Exhibit 3.1 to
Amendment No. 4 and incorporated by reference
herein)
2.2 Form of Amended and Restated By-laws of the
Company (filed as Exhibit 3.2 to Amendment
No. 4 and incorporated by reference herein)
3.1 Page 44 of the Preliminary Prospectus contained
in Amendment No. 3 under the heading "Description
of Capital Stock" is incorporated by reference herein
