<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1998
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BROOKDALE LIVING COMMUNITIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-4103821
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
77 WEST WACKER DRIVE
SUITE 4400
CHICAGO, ILLINOIS 60601
(312) 977-3700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ROBERT J. RUDNIK, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
77 WEST WACKER DRIVE
SUITE 4400
CHICAGO, ILLINOIS 60601
(312) 977-3700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
BRIAN T. BLACK, ESQ. GREGORY F.W. TODD, ESQ.
WINSTON & STRAWN 888 SEVENTH AVENUE
35 WEST WACKER DRIVE SUITE 4500
CHICAGO, ILLINOIS 60601 NEW YORK, NEW YORK 10019
(312) 558-5600 (212) 246-5151
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Any time
and from time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value per share........ (1) N/A $20,885,377(2) $6,162
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</TABLE>
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(1) Such presently indeterminate number of shares of common stock, $0.01 par
value per share, of the Registrant currently owned by Prime Group VI,
L.P., an Illinois limited partnership ("Prime Group VI"), subject to
exchange for principal and accrued interest pursuant to the terms of a
$20,000,000 exchangeable note Prime Group VI issued to Och-Ziff Capital
Management, L.P., a Delaware limited partnership, in a private
transaction.
(2) Estimated solely for the purpose of calculating the registration fee.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 16, 1998
PROSPECTUS
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BROOKDALE LIVING COMMUNITIES, INC.
COMMON STOCK
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING
AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
Selling stockholders identified in this prospectus may offer and sell from time
to time an indeterminate number of shares of our common stock using this
prospectus. Prime Group VI, L.P. may deliver from time to time the shares the
selling stockholders may offer and sell pursuant to the terms of an
exchangeable note Prime Group VI issued to the selling stockholders in a
private transaction, if and to the extent the selling stockholders exercise
their rights to exchange principal and accrued interest under the exchangeable
note for shares of our common stock. We are registering the shares as required
under the terms of an agreement to which Prime Group VI and we are parties. The
registration of the shares does not necessarily mean that the selling
stockholders will offer or sell any of the shares.
Our common stock is listed on the Nasdaq National Market under the symbol
"BLCI."
The selling stockholders may from time to time offer and sell the shares in
transactions on the Nasdaq National Market or otherwise, and they may sell the
shares at market prices or negotiated prices. They may sell the shares in
ordinary brokerage transactions, in block transactions, in privately negotiated
transactions or otherwise. If the selling stockholders sell the shares through
brokers, they expect to pay customary brokerage commissions and charges.
We will not receive the proceeds from the sale of the shares, but we have
agreed to pay certain expenses of the registration and sale of the shares.
On October 15, 1998, the last reported sale price of our common stock on the
Nasdaq National Market was $15.0625 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is , 1998.
<PAGE>
AVAILABLE INFORMATION
We file reports, proxy and information statements and other information with
the Securities and Exchange Commission (the "Commission"). The public may read
and copy any materials we file with the Commission at the Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549 and at its
regional offices at Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661 and Seven World Trade Center, New York, New York 10048. Copies of that
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The public
may obtain information on the operation of the Public Reference Room by calling
the Commission at 1-800-SEC-0330. The Commission maintains an Internet site at
http://www.sec.gov that contains any materials we file with the Commission. Our
common stock is listed on the Nasdaq National Market of The Nasdaq Stock Market
under the symbol "BLCI," and the public may read any materials we file at the
offices of The Nasdaq Stock Market at 1735 K Street, N.W., Washington, D.C.
20006.
We have filed a registration statement on Form S-3 (together with all
amendments and exhibits, the "Registration Statement") with the Commission to
register the shares under the Securities Act of 1933, as amended (the
"Securities Act"). This prospectus, which is a part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement, certain portions of which have been omitted as permitted by the
rules and regulations of the Commission. Statements made in this prospectus as
to the content of any contract, agreement or other document are not necessarily
complete. With respect to each contract, agreement or other document that is
filed or incorporated by reference as an exhibit to the Registration Statement
or to a document incorporated by reference in this prospectus, you should refer
to the exhibit for a more complete description.
INFORMATION INCORPORATED BY REFERENCE
We have filed the following documents with the Commission (File No. 0-22253)
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and we are incorporating those documents by reference in this
prospectus.
(1) Annual Report on Form 10-K for the year ended December 31, 1997;
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998
and June 30, 1998;
(3) Current Reports on Form 8-K/A, filed with the Commission on July 13,
1998 and July 14, 1998 (amending the Current Report on Form 8-K filed
with the Commission on May 26, 1998) and September 15, 1998 (amending
the Current Report on Form 8-K filed with the Commission on July 16,
1998), and Current Reports on Form 8-K, filed with the Commission on
February 18, 1998, April 14, 1998, April 15, 1998, May 26, 1998, July
16, 1998 (2) and July 17, 1998; and
(4) The description of our common stock included in Amendment No. 1 to our
Registration Statement on Form 8-A.
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All documents we file with the Commission pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this prospectus and prior to the
termination of the offering of the shares will be deemed to be incorporated by
reference in this prospectus from the date of filing of those documents. Any
statement that is contained in a document that is incorporated or deemed to be
incorporated by reference in this prospectus will be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or in another document that is filed after the
first document and that is incorporated or deemed to be incorporated by
reference in this prospectus modifies or supersedes that statement. Any
statement that is so modified or superseded will not be deemed, except as so
modified or superseded, to be a part of this prospectus.
We will provide at no cost to each person, including any beneficial owner, to
whom this prospectus is delivered, upon written or oral request of that person,
a copy of any or all of the information that has been incorporated by reference
in this prospectus but not delivered with this prospectus (not including
exhibits to that information unless those exhibits are specifically
incorporated by reference in that information). You should direct your requests
to Brookdale Living Communities, Inc., 77 West Wacker Drive, Suite 4400,
Chicago, Illinois 60601, Attention: Secretary, Telephone: (312) 977-3700.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus contains, any prospectus supplement will contain and the
documents incorporated by reference herein contain or will contain "forward-
looking statements" within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act. We intend the forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements contained
in Section 27A of the Securities Act and Section 21E of the Exchange Act. When
used in this prospectus or any prospectus supplement, the words "believe,"
"may," "will," "should," "expect," "anticipate," "continue," "estimate,"
"project," "intend" and similar words and expressions are generally intended to
identify forward-looking statements. Statements that describe our future
strategic plans, goals or objectives are also forward-looking statements.
Readers of this prospectus or any prospectus supplement are cautioned that (a)
any forward-looking statements, including those regarding our or our
management's intent, belief or current expectations, are not guarantees of
future performance or results or events and involve risks and uncertainties,
such as quarterly fluctuations in operating results and occupancy levels in
markets in which we compete, the successful integration of newly acquired and
leased facilities with the operations of our other facilities, achievement of
development timetables and/or unanticipated changes in expenses or capital
expenditures, and (b) actual results and events may differ materially from
those in the forward-looking statements as a result of various factors,
including, but not limited to (i) general economic conditions in the markets in
which we operate, (ii) competitive pressures within the industry and/or the
markets in which we operate, (iii) the effect of future legislation or
regulatory changes on our operations and (iv) other factors described in "Risk
Factors" contained in any prospectus supplement. The forward-looking statements
included in this prospectus are made only as of the date of this prospectus. We
undertake no obligation to update such forward-looking statements to reflect
subsequent events or circumstances.
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BROOKDALE
We provide senior independent living and assisted living services to the
elderly through our facilities located in urban and suburban areas of major
metropolitan markets. We were incorporated in Delaware in September 1996 to
continue and expand the business and operations of the senior independent and
assisted living division of The Prime Group, Inc. and certain of its affiliates
(collectively, "PGI"), which, since 1985, have been involved in the
development, construction, marketing and operation of senior independent and
assisted living facilities for the elderly. Our principal executive offices are
located at 77 West Wacker Drive, Suite 4400, Chicago, Illinois 60601, and our
telephone number is (312) 977-3700.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares. The selling
stockholders will receive all proceeds from the sale of the shares.
DESCRIPTION OF CAPITAL STOCK
Brookdale's Restated Certificate of Incorporation (the "Certificate") provides
that its authorized capital stock consists of 75,000,000 shares of common
stock, par value $0.01 per share, and 20,000,000 shares of preferred stock, par
value $0.01 per share. As of September 30, 1998, 9,572,082 shares of common
stock were issued and outstanding, and no shares of preferred stock were issued
or outstanding.
COMMON STOCK
Each holder of common stock is entitled to one vote for each share on all
matters submitted to a vote of stockholders. The Certificate does not provide
for cumulative voting. Accordingly, the holders of a majority of the shares of
common stock entitled to vote in any election of directors may elect all of the
directors standing for election. The Certificate provides that whenever there
is paid, or declared and set aside for payment, to the holders of the
outstanding shares of any class of stock having preference over the common
stock as to the payment of dividends, the full amount of dividends and of
sinking fund or retirement fund or other retirement payments, if any, to which
such holders are entitled, then dividends may be paid on the common stock out
of any assets legally available therefor, but only when and as declared by the
Board of Directors. The Certificate also provides that, in the event of any
liquidation, dissolution or winding up of Brookdale, after there is paid to or
set aside for the holders of any class of stock having preference over the
common stock the full amount to which such holders are entitled and after
payment or provision for payment of all of our debts and liabilities, the
holders of the common stock shall be entitled to receive Brookdale's remaining
assets available for distribution, in cash or in kind. The holders of common
stock have no preemptive, subscription, redemption or conversion rights. The
rights, preferences and privileges of holders of common stock will be subject
to the rights of the holders of any shares of any series of preferred stock
that we may issue in the future having preference over the common stock with
respect to such matters.
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PREFERRED STOCK
The Certificate provides that the Board of Directors is authorized to issue
preferred stock in series and to fix and state the voting powers, designations,
preferences and relative participating, optional or other special rights,
qualifications, limitations and restrictions of the shares of each series. The
Board may take such action without stockholder approval. Under the Certificate,
each share of each series of preferred stock is to have the same relative
rights as, and be identical in all respects with, all other shares of the same
series. While providing flexibility in connection with possible financings,
acquisitions and other corporate purposes, the issuance of preferred stock,
among other things, could adversely affect the voting power of the holders of
common stock and, under certain circumstances, be used as a means of
discouraging, delaying or preventing a change in control of Brookdale.
CERTAIN ANTI-TAKEOVER PROVISIONS
The Certificate and Brookdale's Amended and Restated By-laws (the "By-laws")
contain, among other things, certain provisions described below that may reduce
the likelihood of a change in the Board of Directors or voting control of
Brookdale without the consent of the Board of Directors. These provisions could
have the effect of discouraging, delaying or preventing tender offers or
takeover attempts that some or a majority of the stockholders might consider to
be in the stockholders' best interest, including offers or attempts that might
result in the payment of a premium over the market price for the common stock.
Classification of Board of Directors. The Certificate and the By-laws divide
the Board of Directors into three classes, designated Class I, Class II and
Class III. Each class is to be as nearly equal in number as possible. The terms
of Class I, Class II and Class III directors will expire at the 2001, 1999 and
2000 annual meetings of stockholders. In all cases directors elected will serve
until their successors are elected and qualified. At each annual meeting of
stockholders, directors will be elected to succeed those in the class whose
terms then expire, each elected director to serve for a term expiring at the
third succeeding annual meeting of stockholders after such director's election,
and until the director's successor is elected and qualified. Thus, only one
class of the directors stand for re-election each year, requiring at least two
stockholders' meetings at which directors are elected to replace a majority of
the Board.
Filling of Board Vacancies; Removal. Any vacancy occurring in the Board of
Directors, including any vacancy created by an increase in the number of
directors, shall be filled for the unexpired term by the concurring vote of a
majority of the directors then in office, whether or not a quorum. Any director
so chosen shall hold office for the remainder of the full term of the class in
which the new directorship was created or the vacancy occurred, and until such
director's successor shall have been elected and qualified. Directors may only
be removed with cause by the affirmative vote of the holders of at least a
majority of the outstanding shares of capital stock then entitled to vote at an
election of directors.
Stockholder Action by Unanimous Written Consent. Any action required or
permitted to be taken by the stockholders must be effected at a duly called
annual or special meeting of the stockholders and may not be effected by any
consent in writing by the stockholders, unless such consent is unanimous.
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<PAGE>
Call of Special Meetings. Special meetings of stockholders may be called at any
time but only by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer, the President or stockholders possessing at least 25% of the
voting power of the issued and outstanding stock entitled to vote generally in
the election of directors.
By-laws Amendments. The stockholders may amend the By-laws by the affirmative
vote of the holders of at least two-thirds of the outstanding shares of stock
of Brookdale entitled to vote thereon. Directors may also amend the By-laws by
a two-thirds vote of the directors then in office.
Certificate Amendments. Except as set forth in the Certificate or as otherwise
specifically required by law, no amendment of any provision of the Certificate
shall be made unless such amendment has been first proposed by the Board of
Directors upon the affirmative vote of at least two-thirds of the directors
then in office and thereafter approved by the affirmative vote of the holders
of at least a majority of the outstanding shares of stock of Brookdale entitled
to vote thereon; provided, however, if such amendment is to the provisions in
the Certificate relating to (i) amendments to the Certificate, (ii) a decrease
in the authorized number of shares of preferred stock, (iii) the authority of
the Board of Directors to issue preferred stock, (iv) the number and
classification of the Board of Directors of Brookdale, (v) the limitation on
directors' liability, (vi) amendments to the By-laws or (vii) stockholder
meetings, such amendment must be approved by the affirmative vote of the
holders of at least two-thirds of the outstanding shares of stock entitled to
vote thereon.
Stockholder Nominations and Proposals. With certain exceptions, the By-laws
require that stockholders intending to present nominations for directors or
other business for consideration at a meeting of stockholders notify
Brookdale's Secretary by the later of 60 days before the date of the meeting
and 15 days after the date notice of the meeting is mailed or public notice of
the meeting is given.
Certain Statutory Provisions. Section 203 of the Delaware General Corporation
Law, as amended ("Section 203"), provides, in general, that a stockholder
acquiring more than 15% of the outstanding voting shares of a corporation
subject to Section 203 (an "Interested Stockholder"), but less than 85% of such
shares, may not engage in certain "Business Combinations" with the corporation
for a period of three years subsequent to the date on which the stockholder
became an Interested Stockholder unless (i) before such person became an
Interested Stockholder, the corporation's Board of Directors approved either
the Business Combination or the transaction in which the stockholder became an
Interested Stockholder or (ii) the Business Combination is approved by the
corporation's Board of Directors and authorized by a vote of at least two-
thirds of the outstanding voting stock of the corporation not owned by the
Interested Stockholder.
Section 203 defines the term "Business Combination" to encompass a wide variety
of transactions with or caused by an Interested Stockholder in which the
Interested Stockholder receives or could receive a benefit on other than a pro
rata basis with other stockholders, including mergers, certain asset sales,
certain issuances of additional shares to the Interested Stockholder,
transactions with the corporation that increase the proportionate interest of
the Interested Stockholder or a transaction in which the Interested Stockholder
receives certain other benefits.
Pursuant to a Board resolution adopted at the time of formation of Brookdale,
the Section 203 limits do not apply to any "Business Combination" between
Brookdale and PGI.
6
<PAGE>
SELLING STOCKHOLDERS
Pursuant to the terms of a Note Purchase Agreement, dated as of December 5,
1997, by and between Prime Group VI and Och-Ziff Capital Management, L.P.,
Prime Group VI issued an exchangeable note having a principal amount of
$20,000,000 and a five year term to Och-Ziff. Prime Group VI pledged 1,370,000
shares of Brookdale's common stock to Och-Ziff, pursuant to the terms of a
Pledge and Security Agreement, dated as of December 5, 1997, by and between
Prime Group VI and Och-Ziff, to secure Prime Group VI's obligations to Och-Ziff
under the exchangeable note. Pursuant to the terms of the exchangeable note,
Och-Ziff and/or its permitted assigns, who are referred to as the "selling
stockholders," will have the right, commencing on November 15, 1998, to
exchange a portion of the outstanding principal amount of the exchangeable
note, plus accrued interest, for shares of Brookdale's common stock at the
exchange rate specified in the exchangeable note. On and after November 15,
1998, the selling stockholders will be entitled to exchange up to $5,000,000 of
the outstanding principal amount of the exchangeable note, plus accrued
interest, for shares of Brookdale's common stock. Thereafter, they will be
entitled to exchange up to an additional $5,000,000 of the outstanding
principal amount of the exchangeable note, plus accrued interest, on each of
January 15, 1999, March 15, 1999 and May 15, 1999 for shares of Brookdale's
common stock. Subject to certain exceptions, the number of shares of
Brookdale's common stock subject to an exchange for a given amount of principal
and accrued interest will be equal to (x) such amount of principal and accrued
interest divided by (y) the Exchange Price in effect on the date of exchange.
The "Exchange Price" shall be the product of (A) 88% multiplied by (B) the
average of the closing bid prices for Brookdale's common stock on the Nasdaq
National Market on the seven trading days immediately preceding the date of
exchange.
Prime Group VI will have the right to effect an optional redemption of (i) the
principal amount, plus accrued interest, of the exchangeable note that the
selling stockholders seek to exchange, at the applicable optional redemption
price specified in the exchangeable note, if on the date of delivery of a
notice of exchange the Exchange Price for Brookdale's common stock is less than
$17.60 per share, and (ii) the outstanding principal amount, plus accrued
interest, of the exchangeable note, at the applicable optional redemption price
specified in the exchangeable note, if a period during which the selling
stockholders may not sell or otherwise transfer, pursuant to the Registration
Statement, any shares of Brookdale's common stock continues for more than 90
days. The selling stockholders shall have the right to effect a mandatory
redemption by Prime Group VI of all or any portion of the outstanding principal
amount, plus accrued interest, of the exchangeable note, at the mandatory
redemption price specified in the exchangeable note, if a mandatory redemption
event specified in the exchangeable note occurs.
If and to the extent the selling stockholders exchange principal and accrued
interest under the exchangeable note for shares of Brookdale's common stock,
they may offer the shares for sale from time to time using this prospectus.
Since the selling stockholders may exchange some or all of the principal and
accrued interest under the exchangeable note for shares of Brookdale's common
stock, no estimate of the number of shares the selling stockholders will own
prior to any offering can be made. In addition, since the selling stockholders
may sell some or all of the shares, no estimate of the number of shares the
selling stockholders will sell or the number of shares the selling stockholders
will own after any offering can be made. There is no assurance that the selling
stockholders will sell any of the shares.
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<PAGE>
Pursuant to the terms of a Registration Rights Agreement, dated as of May 7,
1997, by and among Brookdale, The Prime Group, Inc., Prime Group Limited
Partnership and Prime Group VI, as amended by Amendment No. 1 to Registration
Rights Agreement, dated as of December 5, 1997, by and among Brookdale, The
Prime Group, Inc., Prime Group Limited Partnership and Prime Group VI
(collectively, the "Registration Rights Agreement"), the selling stockholders
may also include any person holding shares of Brookdale's common stock as a
result of an assignment to that person of shares of Brookdale's common stock
from Och-Ziff. Any selling stockholder other than Och-Ziff will disclose
information regarding its identity and stock ownership in a prospectus
supplement.
PLAN OF DISTRIBUTION
The selling stockholders may offer and sell the shares in transactions on the
Nasdaq National Market, in privately negotiated transactions, through the
writing of options on the shares or through a combination of such methods of
sale, at fixed prices, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
selling stockholders may effect such transactions by selling shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the selling stockholders or
the purchasers of the shares for whom such broker-dealers may act as agent or
to whom they sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). The shares may be
sold by one or a combination of the following: (a) a block trade in which the
broker or dealer so engaged will attempt to sell the shares as agent, but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this prospectus; (c) an over-
the-counter distribution in accordance with the rules of the Nasdaq National
Market; (d) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and (e) in privately negotiated transactions.
In connection with distributions of the shares or otherwise, any selling
stockholder may enter into hedging transactions with broker-dealers and such
broker-dealers may engage in short sales of the shares in the course of hedging
the positions they assume with such selling stockholder. Any selling
stockholder also may sell shares short and deliver shares to close out such
short positions, or enter into option or other transactions with broker-dealers
that involve the delivery of the shares to the broker-dealers, who may then
resell or otherwise transfer such shares. Any selling stockholder also may loan
or pledge the shares to a broker-dealer or other financial institution, which
in certain situations may sell the shares so loaned or upon a default may sell
or otherwise transfer the pledged shares.
Brookdale has agreed to pay all expenses (other than selling commissions,
underwriting discounts and fees and expenses of counsel to any selling
stockholder) of the selling stockholders in connection with the registration
and sale of the shares.
The selling stockholders and any dealer, broker or other agent selling the
shares for a selling stockholder or purchasing the shares from a selling
stockholder for purposes of resale may be deemed to be an underwriter under the
Securities Act, and any compensation received by the selling stockholder,
dealer, broker or other agent may be deemed to be underwriting compensation.
The amount of that compensation cannot currently be estimated. Brookdale knows
of no existing arrangements between any selling stockholder and any dealer,
broker or other agent.
8
<PAGE>
To comply with certain states' securities laws, if applicable, the shares may
be sold in those states only through brokers or dealers. In addition, the
shares may not be sold in certain states unless they have been registered or
qualified for sale in that state or an exemption from registration or
qualification is available and is complied with.
Brookdale has agreed to indemnify the selling stockholders and their respective
directors, officers, employees and controlling persons against certain
liabilities relating to the Registration Statement, including certain
liabilities under the Securities Act. Each selling stockholder has agreed to
indemnify Brookdale, its directors, officers, employees and controlling
persons, each underwriter, if any, and its controlling persons against certain
liabilities relating to information furnished by that selling stockholder to
Brookdale in writing for inclusion in the Registration Statement, including
certain liabilities under the Securities Act.
LEGAL MATTERS
Winston & Strawn will pass on certain legal matters relating to the validity of
the shares for Brookdale. Wayne D. Boberg, a partner of Winston & Strawn, is a
director of Brookdale. As of the date of this prospectus, Mr. Boberg
beneficially owns 2,500 shares of Brookdale's common stock and has options to
acquire an additional 5,000 shares of Brookdale's common stock.
EXPERTS
The consolidated financial statements of Brookdale Living Communities, Inc. for
the period from May 7, 1997 through December 31, 1997 and the combined
financial statements of the Predecessor Properties for the period from January
1, 1997 through May 6, 1997 and for each of the two years in the period ended
December 31, 1996, appearing in Brookdale Living Communities, Inc.'s Annual
Report (Form 10-K) for the year ended December 31, 1997, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report included
therein and incorporated herein by reference. The financial statements of
Atrium Venture and The Chatfield Limited Partnership appearing in Brookdale
Living Communities, Inc.'s Current Report on Form 8-K/A dated July 14, 1998 and
September 15, 1998, respectively, have been audited by Ernst & Young LLP, as
set forth in their reports included therein and incorporated herein by
reference. Such financial statements referred to above are incorporated herein
by reference in reliance upon such reports given upon the authority of such
firm as experts in accounting and auditing.
9
<PAGE>
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- -------------------------------------------------------------------------------
BROOKDALE AND THE SELLING STOCKHOLDERS HAVE NOT AUTHORIZED ANY PERSON IN
CONNECTION WITH ANY OFFERING OF THESE SECURITIES TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS IS
NOT AN OFFER TO SELL ANY SECURITY OTHER THAN THESE SECURITIES, AND IT IS NOT
SOLICITING AN OFFER TO BUY ANY SECURITY OTHER THAN THESE SECURITIES. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES TO ANY PERSON, AND IT IS
NOT SOLICITING AN OFFER FROM ANY PERSON TO BUY THESE SECURITIES IN ANY
JURISDICTION WHERE THE OFFER OR SALE TO THAT PERSON IS NOT PERMITTED. YOU
SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT
ON ANY DATE AFTER THE DATE OF THIS PROSPECTUS, EVEN THOUGH THIS PROSPECTUS IS
DELIVERED OR THESE SECURITIES ARE OFFERED OR SOLD ON A LATER DATE.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Information Incorporated by Reference...................................... 2
Special Note on Forward-Looking Statements................................. 3
Brookdale.................................................................. 4
Use of Proceeds............................................................ 4
Description of Capital Stock............................................... 4
Selling Stockholders....................................................... 7
Plan of Distribution....................................................... 8
Legal Matters.............................................................. 9
Experts.................................................................... 9
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
BROOKDALE LIVING COMMUNITIES, INC.
COMMON STOCK
----------------
PROSPECTUS
----------------
, 1998
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated fees and expenses payable by
Brookdale in connection with the registration and sale of the securities being
registered hereby.
<TABLE>
<S> <C>
Registration fee.................................................. $6,162
Printing and duplicating expenses................................. *
Legal fees and expenses........................................... *
Accounting fees and expenses...................................... *
Miscellaneous expenses............................................ *
------
Total......................................................... $ *
======
</TABLE>
- --------
* To be completed by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the General Corporation Law of the State of Delaware
("Section 145"), a corporation may indemnify its directors, officers, employees
and agents and its former directors, officers, employees and agents and those
who serve, at the corporation's request, in such capacities with another
enterprise, against expenses (including attorneys' fees), as well as judgments,
fines and settlements in nonderivative lawsuits, actually and reasonably
incurred in connection with the defense of any action, suit or proceeding in
which they or any of them were or are made parties or are threatened to be made
parties by reason of their serving or having served in such capacity. Section
145 provides, however, that such person must have acted in good faith and in a
manner he or she reasonably believed to be in (or not opposed to) the best
interests of the corporation, and, in the case of a criminal action, such
person must have had no reasonable cause to believe his or her conduct was
unlawful. In addition, Section 145 does not permit indemnification in an action
or suit by or in the right of the corporation, where such person has been
adjudged liable to the corporation, unless, and only to the extent that, a
court determines that such person fairly and reasonably is entitled to
indemnity for expenses the court deems proper in light of liability
adjudication. Indemnity is mandatory to the extent a claim, issue or matter has
been successfully defended.
Brookdale's Amended and Restated By-laws (the "By-laws") provide for mandatory
indemnification of directors and officers generally to the same extent
authorized by Section 145. Under the By-laws, Brookdale shall advance expenses
incurred by an officer or director in defending any such action if the director
or officer undertakes to repay such amount if it is determined that he or she
is not entitled to indemnification.
Brookdale has also entered into indemnification agreements with each of
Brookdale's directors and certain of its officers. The indemnification
agreements require, among other things, that Brookdale indemnify such directors
and officers to the fullest extent permitted by law and advance to such
directors and officers all related expenses, subject to reimbursement if it is
subsequently determined that indemnification is not permitted. Brookdale also
must indemnify and advance all expenses incurred by such directors and officers
seeking to enforce their rights under the indemnification agreements and cover
such directors and officers under Brookdale's directors' and officers'
liability insurance.
II-1
<PAGE>
Brookdale's Restated Certificate of Incorporation provides that Brookdale's
directors will not be personally liable to Brookdale or its stockholders for
monetary damages resulting from breaches of their fiduciary duty as directors,
except (a) for any breach of the directors' duty of loyalty to Brookdale or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) for unlawful payments
of dividends or unlawful stock repurchases or redemptions as provided in
Section 174 of the General Corporation Law of the State of Delaware or (d) for
transactions from which directors derive improper personal benefit.
Brookdale has agreed to indemnify the stockholders selling securities pursuant
to this Registration Statement and their respective directors, officers,
employees and controlling persons against certain liabilities relating to this
Registration Statement, including certain liabilities under the Securities Act
of 1933. Each stockholder selling securities pursuant to this Registration
Statement has agreed to indemnify Brookdale, its directors, officers, employees
and controlling persons, each underwriter, if any, and its controlling persons
against certain liabilities relating to information furnished by that
stockholder to Brookdale in writing for inclusion in this Registration
Statement, including certain liabilities under the Securities Act of 1933.
ITEM 16. EXHIBITS.
The following documents are filed herewith or incorporated herein by reference.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S> <C>
3.1 Restated Certificate of Incorporation of Brookdale, as filed
with the Securities and Exchange Commission on June 16, 1997
as Exhibit 3.1 to Brookdale's Quarterly Report on Form 10-Q
for the period ended March 31, 1997 (File No. 0-22253) and
incorporated herein by reference
3.2 Amended and Restated By-laws of Brookdale, as filed with the
Securities and Exchange Commission on June 16, 1997 as Exhibit
3.2 to Brookdale's Quarterly Report on Form10-Q for the period
ended March 31, 1997 (File No. 0-22253) and incorporated
herein by reference
4.1 Form of certificate representing common stock of Brookdale, as
filed with the Securities and Exchange Commission on March 17,
1997 as Exhibit 10.14 to Brookdale's Registration Statement on
Form S-1 (Registration Statement No. 333-12259) and
incorporated herein by reference.
4.2 Registration Rights Agreement, dated as of May 7, 1997, by and
among Brookdale, The Prime Group, Inc., Prime Group Limited
Partnership and Prime Group VI, L.P., as filed with the
Securities and Exchange Commission on August 14, 1997 as
Exhibit 10.3 to Brookdale's Quarterly Report on Form 10-Q for
the period ended June 30, 1997 (File No. 0-22253) and
incorporated herein by reference
4.3 Amendment No. 1 to Registration Rights Agreement, dated as of
December 5, 1997, by and among Brookdale, The Prime Group,
Inc., Prime Group Limited Partnership and Prime Group VI,
L.P., as filed with the Securities and Exchange Commission on
December 16, 1997 as Exhibit X to Amendment No. 1 to Schedule
13D of Michael W. Reschke, The Prime Group, Inc., Prime Group
VI, L.P. and PGLP, Inc. and incorporated herein by reference
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S> <C>
4.4 Note Purchase Agreement, dated as of December 5, 1997, by and
between Prime Group VI, L.P. and Och-Ziff Capital Management,
L.P., as filed with the Securities and Exchange Commission on
December 16, 1997 as Exhibit XI to Amendment No. 1 to Schedule
13D of Michael W. Reschke, The Prime Group, Inc., Prime Group
VI, L.P. and PGLP, Inc. and incorporated herein by reference
4.5 Exchangeable Note, dated December 5, 1997, issued by Prime
Group VI, L.P. to Och-Ziff Capital Management, L.P., as filed
with the Securities and Exchange Commission on December 16,
1997 as Exhibit XII to Amendment No. 1 to Schedule 13D of
Michael W. Reschke, The Prime Group, Inc., Prime Group VI,
L.P. and PGLP, Inc. and incorporated herein by reference
4.6 Pledge and Security Agreement, dated as of December 5, 1997,
by and between Prime Group VI, L.P. and Och-Ziff Capital
Management, L.P., as filed with the Securities and Exchange
Commission on December 16, 1997 as Exhibit XIII to Amendment
No. 1 to Schedule 13D of Michael W. Reschke, The Prime Group,
Inc., Prime Group VI, L.P. and PGLP, Inc. and incorporated
herein by reference
5.1 Opinion of Winston & Strawn regarding legality of securities
being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Winston & Strawn (included in opinion filed as
Exhibit 5.1 to this Registration Statement)
24.1 Powers of Attorney (set forth on signature page included in
Part II to this Registration Statement)
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in this
registration statement;
II-3
<PAGE>
provided, however, that subparagraphs (i) and (ii) above shall not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in the periodic reports
filed with or furnished to the Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby further undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to existing provisions or arrangements whereby the
Registrant may indemnify a director, officer or controlling person of the
Registrant against liabilities arising under the Securities Act of 1933, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the mater has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CHICAGO, STATE OF ILLINOIS, ON THE 16TH DAY OF
OCTOBER, 1998.
Brookdale Living Communities, Inc.
/s/ Mark J. Schulte
_____________________________________
Mark J. Schulte
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS MARK J. SCHULTE AND ROBERT J. RUDNIK, AND EACH
OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF
SUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL
CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE
AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL
EXHIBITS THERETO AND ALL DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES
AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS FULL
POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE
AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO ALL INTENTS AND
PURPOSES AS HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL
THAT EACH SAID ATTORNEYS-IN-FACT AND AGENTS, OR HIS OR THEIR SUBSTITUTE OR
SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1993, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW ON OCTOBER 16, 1998 BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Michael W. Reschke Chairman of the Board, Director
___________________________________________
Michael W. Reschke
/s/ Mark J. Schulte President and Chief Executive Officer
___________________________________________ (principal executive officer), Director
Mark J. Schulte
/s/ Darryl W. Copeland, Jr. Executive Vice President and Chief
___________________________________________ Financial Officer (principal financial
Darryl W. Copeland, Jr. officer), Director
/s/ Sheryl A. Wolf Controller (principal accounting officer)
___________________________________________
Sheryl A. Wolf
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Wayne D. Boberg Director
___________________________________________
Wayne D. Boberg
Director
___________________________________________
Bruce L. Gewertz
Director
___________________________________________
Darryl W. Hartley-Leonard
Director
___________________________________________
Daniel J. Hennessy
</TABLE>
II-6
<PAGE>
EXHIBIT 5.1
Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601
October 16, 1998
Board of Directors
Brookdale Living Communities, Inc.
77 West Wacker Drive
Suite 4400
Chicago, Illinois 60601
Re: Form S-3 Registration Statement
-------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Brookdale Living Communities,
Inc., a Delaware corporation (the "Company"), and are rendering this opinion in
connection with the Form S-3 Registration Statement (the "Registration
Statement") being filed by the Company with the Securities and Exchange
Commission (the "Commission"). The Registration Statement relates to the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of a presently indeterminate number of shares (the "Shares") of the
Company's outstanding Common Stock, par value $0.01 per share, which Och-Ziff
Capital Management, L.P., a Delaware limited partnership ("Och-Ziff"), may
obtain upon an exchange or exchanges of principal and accrued interest pursuant
to the terms of a $20,000,000 exchangeable note issued to Och-Ziff by Prime
Group VI, L.P., an Illinois limited partnership and the current owner of the
Shares, and which Och-Ziff may thereafter offer and sell from time to time on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act. This
opinion letter is being delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated under the Securities Act.
In connection with this opinion, we have examined such corporate
records, certificates and documents and such matters of law as we have deemed
necessary or appropriate as a basis for the opinion set forth below. In such
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such latter documents. As to any facts material to this opinion that we did not
independently establish or verify, we have relied upon statements and
<PAGE>
Board of Directors
Brookdale Living Communities, Inc.
October 16, 1998
Page 2
representations of officers and other representatives of the Company and others.
Based upon the foregoing and subject to the assumptions,
qualifications and limitations set forth herein, we are of the opinion that the
Shares have been duly authorized by the requisite corporate action on the part
of the Company and that the Shares are validly issued, fully paid and
nonassessable.
The foregoing opinion is limited to the General Corporation Law of the
State of Delaware. We express no opinion herein as to any other laws, statutes,
regulations or ordinances.
This opinion is rendered as of the date hereof, and we undertake no,
and disclaim any, obligation to advise you of any changes in any matter set
forth herein, regardless of whether changes in such matters come to our
attention after the date hereof. This opinion is furnished to you solely for
your benefit in connection with the registration of the Shares and is not to be
used, circulated, quoted or otherwise referred to for any other purpose without
our prior written consent.
We hereby consent to the reference to our firm under the heading
"Legal Matters" in the Prospectus forming a part of the Registration Statement
and to the filing of this opinion with the Commission as an exhibit to the
Registration Statement. In giving such consent, we do not concede that we are
"experts" within the meaning of the Securities Act or the rules and regulations
thereunder or that this consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ WINSTON & STRAWN
WINSTON & STRAWN
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference of our reports indicated below filed with the
Securities and Exchange Commission in the Registration Statement (Form S-3) of
Brookdale Living Communities, Inc.
<TABLE>
<CAPTION>
Financial Statements Date of Auditor's Report
-------------------- ------------------------
<S> <C>
Consolidated financial statements of March 26, 1998
Brookdale Living Communities, Inc. for the
period from May 7, 1997 through December
31, 1997 and the combined financial
statements of the Predecessor Properties for
the period from January 1, 1997 through May
6, 1997 and for each of the two years in the
period ended December 31, 1996 included in
the Annual Report (Form 10-K) of Brookdale
Living Communities, Inc. for the year ended
December 31, 1997.
Financial statements of Atrium Venture for April 30, 1998, except for Note 4 as
the year ended December 31, 1997 included in to which the date is May 12, 1998.
the Current Report (Form 8-K/A) of
Brookdale Living Communities, Inc. dated
July 14, 1998.
Financial statements of The Chatfield Limited May 28, 1998, except for Note 5 as
Partnership for the year ended December 31, to which the date is July 16, 1998.
1997 included in the Current Report (Form 8-
K/A) of Brookdale Living Communities, Inc.
dated September 15, 1998.
</TABLE>
Ernst & Young LLP
Chicago, Illinois
October 13, 1998
