SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 4, 1998
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BROOKDALE LIVING COMMUNITIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22253 36-4103821
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
77 West Wacker Drive, Suite 4400, Chicago, Illinois 60601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 977-3700.
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
(a) December 4, 1998 Press Release: On December 4, 1998, Brookdale
Living Communities, Inc. issued the Press Release attached hereto as Exhibit
99.1. Such Press Release is incorporated herein by reference.
(b) Exhibits:
Exhibit
No. Description
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99.1 Press Release of Brookdale Living Communities, Inc.
dated December 4, 1998.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BROOKDALE LIVING COMMUNITIES, INC.
Registrant
Dated: December 7, 1998 By: /s/ Robert J. Rudnik
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Robert J. Rudnik
Executive Vice President/
General Counsel
[BROOKDALE LIVING COMMUNITIES, INC. LETTERHEAD]
FOR FURTHER INFORMATION:
AT THE COMPANY: AT FLEISHMAN HILLARD:
Mark J. Schulte Sharon J. Erikson
President and Chief Executive Officer Vice President
(312) 977-3700 (312) 751-8878
FOR IMMEDIATE RELEASE
FRIDAY, DECEMBER 4, 1998
BROOKDALE LIVING COMMUNITIES
ANNOUNCES INTEREST IN ACQUIRING ILM COMPANIES
CHICAGO, December 4, 1998 - Brookdale Living Communities, Inc. (NASDAQ: BLCI)
delivered a letter today to the Chairman of the Board and the other members of
the Board of Directors of each of ILM Senior Living, Inc., ILM II Senior Living,
Inc., ILM I Lease Corporation and ILM II Lease Corporation (collectively, "ILM")
regarding the proposed acquisition of the assets of such companies. ILM owns 13
independent and assisted living facilities in nine states with approximately
1,900 units. Based on recently reported trading prices for each of the ILM
companies, they have an aggregate equity market value of approximately $110
million.
The following is the full text of the letter.
<PAGE>
December 4, 1998
ILM Senior Living, Inc.
ILM II Senior Living, Inc.
ILM I Lease Corporation
ILM II Lease Corporation
28 State Street, Suite 1100
Boston, MA 02109
Attn: J. William Sharman, Jr. - Chairman of the Board, President and Chief
Executive Officer of ILM Senior Living, Inc. and ILM II Senior Living,
Inc.
Julien G. Redele - Chairman of the Board, President and Chief Executive
Officer of ILM I Lease Corporation and ILM II Lease Corporation
Gentlemen:
As you know, on June 3, 1998, Brookdale Living Communities, Inc. ("Brookdale")
submitted to you a proposal pursuant to which Brookdale offered to acquire the
assets of ILM Senior Living, Inc., ILM II Senior Living, Inc., ILM I Lease
Corporation and ILM II Lease Corporation (collectively, "ILM") at a price that
represented a very substantial premium to the then current aggregate market
value of the outstanding common stock of the ILM companies. Although more than
six months have passed since our original proposal, we have not received a
formal response from ILM. We still greatly desire the support of ILM's
management for such a transaction and hope that our original proposal will
receive the prompt consideration of the Boards of Directors of the ILM
companies.
However, since our original proposal, we and our financial advisor have made
several attempts to contact you and your financial advisor to determine what we
could do to facilitate a transaction with ILM. We have been rebuffed on each
occasion. This is particularly disappointing in light of our repeatedly
expressed willingness to negotiate the terms of an acquisition that is
beneficial to ILM's shareholders. Thus, unless you reconsider and commence
constructive discussions with us concerning this opportunity for ILM's
shareholders, we believe that our only alternative will then be to take our
proposal directly to ILM's shareholders. Obviously, such an approach will allow
your shareholders to determine, without the obstruction of ILM's management,
whether or not they would like to receive a very substantial premium to current
market value.
As mentioned above, we are willing to negotiate the terms of a transaction with
you. For example, we recognize that some of ILM's shareholders may be pleased
with the current dividend yield on their ILM stock. In order to provide these
shareholders with the opportunity to continue to receive an ongoing yield on
their investment, we would consider paying a portion of the purchase price in
the form of an interest bearing note that would generate a yield comparable to
or higher than the yield currently paid on their ILM stock. We believe this
payment structure would be appealing to these shareholders. We are also prepared
to offer all cash if that is more desirable.
Our operational strengths are well suited to enhance the business potential of
ILM's facilities. Our ability to successfully integrate and manage our acquired
facilities is well proven. In connection with our IPO in May 1997 and
thereafter, we have added to our portfolio twelve facilities (including two
previously announced transactions that we expect to close in the next thirty
days). The aggregate transaction value for these facilities was approximately
$300 million. We are prepared to discuss with you our potential financing
sources for this transaction and are prepared to deliver to you, after a
reasonable due diligence period, a proposal that is not contingent on financing.
We hope that you will view our proposal as we do - as a unique opportunity for
ILM's shareholders to receive a very substantial premium to current market value
for their ILM stock. We are prepared to immediately meet with you and your
financial advisor to constructively discuss how we may best advance this
opportunity for the benefit of ILM's shareholders.
Sincerely,
BROOKDALE LIVING COMMUNITIES, INC.
Mark J. Schulte
President and Chief Executive Officer
cc: Board of Directors, ILM Senior Living, Inc.
Board of Directors, ILM II Senior Living, Inc.
Board of Directors, ILM I Lease Corporation
Board of Directors, ILM II Lease Corporation
Brookdale Living Communities, Inc. is a provider of senior and assisted living
services to the elderly, with 17 facilities in 11 states containing an aggregate
of approximately 3,615 units in upscale urban and suburban communities.
This news release contains certain forward-looking statements. When used in this
news release, the words "believes," "expects," "anticipates," "estimates" and
similar words or expressions are generally intended to identify forward-looking
statements. These forward-looking statements involve risks and uncertainties,
such as the risks detailed in the Company's filings with the Securities and
Exchange Commission.
CONTACT: Mark J. Schulte, President and Chief Executive Officer, Brookdale
Living Communities, Inc., 312-977-3700, or Sharon J. Erikson, Vice President,
Fleishman Hillard, 312-751-8878.
