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): January 19, 1999
- --------------------------------------------------------------------------------
BROOKDALE LIVING COMMUNITIES, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-22253 36-4103821
- ------------------------------- ------- ----------------------
(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
- --------------------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 977-3700.
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
Brookdale Living Communities of Massachusetts-RB, Inc.
("BLC-Massachusetts-RB"), a subsidiary of Brookdale Living Communities, Inc.
(the "Company"), and The River Bay Club Business Trust, an unaffiliated third
party (the "Lessor"), entered into a lease (the "Lease"), dated as of January
15, 1999, pursuant to which BLC-Massachusetts-RB leases from the Lessor a
285-unit senior living facility located in Quincy, Massachusetts, known as River
Bay Club (the "Facility"). The Lease constitutes an operating lease for
financial reporting purposes. The initial term of the Lease commenced on January
19, 1999 and expires on February 1, 2004. BLC-Massachusetts-RB has the option to
renew the Lease for up to five (5) one-year periods through February 1, 2009.
Under the initial term of the Lease, BLC-Massachusetts-RB is obligated to make
monthly rent payments in the amount of $181,607, variable quarterly rent
payments, the amount of which varies based on LIBOR and is estimated to be
approximately $93,000 per quarter. During the term of the Lease,
BLC-Massachusetts-RB is responsible for the payment of all operating expenses
related to the Facility. BLC-Massachusetts-RB's obligations under the Lease are
secured by a pledge by BLC-Massachusetts-RB of securities currently valued at
approximately $10,900,000. The Lessor financed the acquisition of the Facility,
in part, with the proceeds of a loan (the "Loan") in the principal amount of
$28,000,000 made to the Lessor by Glaser Financial Group, Inc. ("GFGI"), which
expects to sell the Loan to Federal Home Loan Mortgage Corporation (Freddie
Mac). Interest accrues on the outstanding principal balance of the Loan at the
rate of 6.75% per annum. Principal of the Loan and accrued interest thereon are
payable monthly, in arrears, based on a 30-year amortization schedule. The Loan
matures on February 1, 2009. BLC-Massachusetts-RB has guaranteed the Lessor's
obligations under the Loan, which guaranty is secured by a leasehold mortgage
issued by BLC-Massachusetts-RB in favor of GFGI, pursuant to which
BLC-Massachusetts-RB grants to GFGI a security interest in
BLC-Massachusetts-RB's interests under the Lease.
This current report on Form 8-K contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. When
used in this report, the words "believes," "expects," "anticipates," "estimates"
and similar words and expressions are generally intended to identify
forward-looking statements. Statements that describe the Company's future
strategic plans, goals, objectives or expectations are also forward-looking
statements. Readers of this report are cautioned that any forward-looking
statements, including those regarding the intent, belief, or current
expectations of the Company or management, are not guarantees of future
performance, results or events and involve risks and uncertainties, and that
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 the Company
operates, (ii) competitive pressures within the industry and/or the markets in
which the Company operates, (iii) the effect of future legislation or regulatory
changes on the Company's operations, (iv) the ability of the Company to
effectively integrate the operations of the Facility with the Company's
operations of other facilities and (v) other factors described from time to time
in the Company's filings with the Securities and Exchange Commission. The
forward-looking statements included in this report are made only as of the date
hereof. The Company undertakes no obligation to update such forward-looking
statements to reflect subsequent events or circumstances.
<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: January 29, 1999 By: /s/ Robert J. Rudnik
-----------------------------
Robert J. Rudnik
Executive Vice President/
General Counsel
