SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
SCHEDULE 13D
(RULE 13D-101)
Under the Securities Exchange Act of 1934
BROOKDALE LIVING COMMUNITIES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
112462-10-6
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(CUSIP Number)
Health Partners
54 Thompson Street
New York, New York 10012
Attention: David A. Spuria
(212) 965-0800
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
May 14, 1999
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(Date of event which requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box. [ ]
4cjl04.DOC
<PAGE>
<TABLE>
<S> <C>
- ---------- -----------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
HEALTH PARTNERS
- ---------- -----------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ---------- -----------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------- -----------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS 00 - CONTRIBUTIONS FROM PARTNERS
- ---------- -----------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- ---------- -----------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA
- ---------- -----------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------- --------------------------------------------------------------
8 SHARED VOTING POWER
5,479,452*
--------- --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,479,452*
- ---------- -----------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,479,452*
- ---------- -----------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
- ---------- -----------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
32.1%
- ---------- -----------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ---------- -----------------------------------------------------------------------------------------------------------------
2
<PAGE>
- ---------- -----------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
CAPITAL Z FINANCIAL SERVICES FUND II, L.P.*
- ---------- -----------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ---------- -----------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------- -----------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- ---------- -----------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- ---------- -----------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA
- ---------- -----------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------- --------------------------------------------------------------
8 SHARED VOTING POWER
5,479,452*
--------- --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,479,452*
- ---------- -----------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,479,452*
- ---------- -----------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
- ---------- -----------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
32.1%
- ---------- -----------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ---------- -----------------------------------------------------------------------------------------------------------------
* SOLELY IN ITS CAPACITY AS GENERAL PARTNER OF HEALTH PARTNERS.
3
<PAGE>
- ---------- -----------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
CAPITAL Z PARTNERS, L.P.*
- ---------- -----------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ---------- -----------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------- -----------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- ---------- -----------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- ---------- -----------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA
- ---------- -----------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------- --------------------------------------------------------------
8 SHARED VOTING POWER
5,479,452*
--------- --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,479,452*
- ---------- -----------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,479,452*
- ---------- -----------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
- ---------- -----------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
32.1%
- ---------- -----------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ---------- -----------------------------------------------------------------------------------------------------------------
* SOLELY IN ITS CAPACITY AS THE SOLE GENERAL PARTNER OF CAPITAL Z FINANCIAL
SERVICES FUND II, L.P.
4
<PAGE>
- ---------- -----------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
CAPITAL Z PARTNERS, LTD.*
- ---------- -----------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ---------- -----------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------- -----------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
NOT APPLICABLE
- ---------- -----------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- ---------- -----------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA
- ---------- -----------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------- --------------------------------------------------------------
8 SHARED VOTING POWER
5,479,452*
--------- --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,479,452*
- ---------- -----------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,479,452*
- ---------- -----------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
- ---------- -----------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
32.1%
- ---------- -----------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ---------- -----------------------------------------------------------------------------------------------------------------
</TABLE>
* SOLELY IN ITS CAPACITY AS THE SOLE GENERAL PARTNER OF CAPITAL Z PARTNERS, L.P.
5
<PAGE>
ITEM 1. SECURITY AND ISSUER
Common Stock, $0.01 par value per share (the "Common Stock")
Brookdale Living Communities, Inc. (the "Company") 77 West Wacker
Drive, Suite 4400 Chicago, IL 60601
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of Person(s) Filing this Statement (the "Filing
Parties"):
Health Partners, a Bermuda general partnership ("Health Partners");
Capital Z Financial Services Fund II, L.P., a Bermuda limited
partnership ("Capital Z Fund II"); Capital Z Partners, L.P., a Bermuda
limited partnership ("Capital Z L.P."); and Capital Z Partners, Ltd., a
Bermuda corporation ("Capital Z Ltd.").
(b) Residence or Business Address:
The principal business address of the Filing Parties is 54
Thompson Street, New York, New York 10012.
(c) Present Principal Occupation:
Health Partners is a general partnership that invests in the
securities of healthcare services companies and related businesses.
Capital Z Fund II is a private equity fund formed to engage in the
investment in securities of financial services entities and serves as a
general partner of Health Partners. Capital Z L.P. is a business entity
formed to serve as the sole general partner of Capital Z Fund II.
Capital Z Ltd. is a business entity formed to serve as the sole general
partner of Capital Z L.P.
(d) Convictions in Criminal Proceedings during the last 5 Years:
None of the Filing Parties has been convicted in a criminal
proceeding during the last 5 years.
(e) Proceedings involving Federal or State Securities Laws:
None of the Filing Parties has, during the last 5 years, been
a party to any civil proceeding as a result of which he or it was
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with respect
to such laws.
6
<PAGE>
(f) Citizenship:
Each of the Filing Parties is organized under the jurisdiction
indicated in paragraph (a) of this Item 2.
Other Information
The attached Schedule I is a list of all of the general
partners of Health Partners that are not also Filing Parties, which
contains the following information with respect to each entity:
(i) name;
(ii) jurisdiction of organization;
(iii) principal business address; and
(iv) present principal occupation.
The attached Schedule II is a list of the directors and
executive officers of Capital Z Ltd., which contains the following
information with respect to each person:
(i) name;
(ii) principal business address; and
(iii) present principal occupation or employment.
None of the entities or persons identified on Schedule I or
Schedule II hereto has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors). None of the entities or persons identified on Schedule I
or Schedule II hereto has, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Each person identified on Schedule II hereto is a United States
citizen, except for Laurence W. Cheng, who is a citizen of Canada.
Steven M. Gluckstern, who is the Chairman of the Board of
Capital Z Ltd., and Robert A. Spass, who is the Deputy Chairman of the
Board of Capital Z Ltd., may be deemed to be beneficial owners of the
Notes, and the underlying Common Stock of the Company, held by Health
Partners. Messrs. Gluckstern and Spass disclaim any such beneficial
ownership.
7
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS
As more fully described in Item 6 below, on May 14, 1999, Health
Partners purchased $100,000,000 aggregate principal amount of the Company's 5
1/2% Convertible Subordinated Notes due 2009 (the "Notes"). Health Partners used
contributions from its partners to fund its purchase of the Notes. Such
partners, in turn, used contributions from their respective partners to fund
such contributions to Health Partners.
ITEM 4. PURPOSE OF TRANSACTION
The Filing Parties consummated the transactions described herein in
order to acquire a significant interest in the Company and for investment
purposes. Subject to market conditions, the standstill provisions contained in
the Stockholders Agreement and other factors, the Filing Parties or their
affiliates may acquire or dispose of the Notes or the underlying Common Stock of
the Company from time to time in future open-market, privately negotiated or
other transactions, may enter into agreements with third parties relating to
acquisitions of securities issued or to be issued by the Company or may effect
other similar agreements or transactions.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) and (b) Each of the Filing Parties may be deemed to beneficially
own in the aggregate 5,479,452 shares of the Common Stock of the Company by
virtue of Health Partners' ability to convert the Notes held by it into Common
Stock of the Company pursuant to the terms and conditions of the Purchase
Agreement, the Indenture and the Supplemental Indenture (each, as defined in
Item 6 below). With respect to such shares of Common Stock, (i) none of the
Filing Parties has the sole power to vote or to direct the vote, or to dispose
or to direct the disposition, of such shares, and (ii) each of the Filing
Parties has the shared power to vote or to direct the vote, and to dispose or to
direct the disposition, of such shares. The aggregate number of shares of Common
Stock covered by this Schedule 13D represents approximately 32.1% of the
outstanding shares of Common Stock (based on calculations made in accordance
with Rule 13d-3(d) of the Exchange Act and based on the number of shares of
Common Stock outstanding as contained in the Company's most recently available
filing with the Securities and Exchange Commission).
Each of the Filing Parties disclaims beneficial ownership of all
securities covered by this Schedule 13D not owned of record by it.
(c) Except as set forth herein, to the knowledge of the Filing
Parties with respect to the other persons named in response to paragraph (a),
none of the persons named in response to paragraph (a) has effected any
transactions in shares of Common Stock during the past 60 days.
(d) None.
(e) Not applicable.
8
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER
Pursuant to that certain Note Purchase Agreement (the "Purchase
Agreement"), dated April 27, 1999, by and between Health Partners and the
Company, on May 14, 1999, Health Partners purchased $100,000,000 aggregate
principal amount of the Notes. Upon the terms and conditions set forth in the
Purchase Agreement and that certain Indenture (the "Indenture"), dated as of May
14, 1999, by and between the Company and State Street Bank and Trust Company, as
Trustee (the "Trustee"), as supplemented by that certain Supplemental Indenture
(the "Supplemental Indenture"), dated as of May 14, 1999, by and between the
Company and the Trustee, the Notes are convertible into 5,479,452 shares of
Common Stock, subject to certain anti-dilutive adjustments. As a result of such
conversion right, each of the Filing Parties may be deemed to be the beneficial
owner of 5,479,452 shares of Common Stock.
In connection with the transactions contemplated by the Purchase
Agreement, Health Partners entered into that certain Stockholders Agreement (the
"Stockholders Agreement"), dated as of May 14, 1999, by and among the Company,
Health Partners and certain other stockholders of the Company. Pursuant to the
Stockholders Agreement, as more fully described in Article 2 thereof, the
parties agreed that the Board of Directors of the Company would consist of no
more than nine individuals (subject to certain exceptions) and that Health
Partners would be entitled to designate two directors. Also pursuant to the
Stockholders Agreement, as more fully described in Article 3 thereof and subject
to the exceptions described therein, Health Partners agreed that, prior to May
14, 2002, neither Health Partners, Capital Z Ltd. (the ultimate general partner
of Health Partners) nor any entities controlled by Capital Z Ltd. would (subject
to certain exceptions), without the prior approval of a majority of the
directors of the Company other than those designated by Health Partners, (i)
acquire beneficial ownership (as determined in accordance with Rule 13d-3 under
the Exchange Act) of more than 49.9% of the Common Stock (on a fully-diluted
basis) or (ii) alone, or in concert with any other person or entity, make any
tender offer to acquire additional Common Stock or Common Stock equivalents.
Also in connection with the transactions contemplated by the Purchase
Agreement, Health Partners and the Company entered into that certain
Registration Rights Agreement (the "Registration Rights Agreement"), dated as of
May 14, 1999. As more fully described in Section 2.2 of the Registration Rights
Agreement, the Company generally is obligated to file and maintain for the
benefit of Health Partners a shelf registration statement under the Securities
Act of 1933, as amended (the "Securities Act") covering resales of the Notes and
Common Stock issued upon conversion of the Notes. In addition, as more fully
described in Section 2.1 of the Registration Rights Agreement, the Company
granted to Health Partners certain incidental registration rights with respect
to offerings under the Securities Act.
The descriptions of the Purchase Agreement, the Indenture, the
Supplemental Indenture, the Stockholders Agreement and the Registration Rights
Agreement contained herein are qualified in their entirety by reference to the
applicable agreements, which are incorporated by reference herewith as Exhibits
99(a), 99(b), 99(c), 99(d) and 99(e) respectively.
9
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99(a) Note Purchase Agreement, dated as of April 27, 1999, by and
between Health Partners and the Company.*
99(b) Indenture, dated as of May 14, 1999, by and between the
Company and the Trustee.**
99(c) Supplemental Indenture, dated as of May 14, 1999, by and
between the Company and the Trustee.**
99(d) Stockholders Agreement, dated as of May 14, 1999, by and among
the Company, Health Partners and certain other stockholders of
the Company.**
99(e) Registration Rights Agreement, dated as of May 14, 1999, by
and between the Company and Health Partners.**
* Incorporated by reference to the Company's Current Report on
Form 8-K as filed with the Securities and Exchange Commission
on April 29, 1999.
** Incorporated by reference to the Company's Current Report on
Form 8-K as filed with the Securities and Exchange Commission
on May 19, 1999.
10
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: November 19, 1999
HEALTH PARTNERS
By: Capital Z Financial Services Fund II, L.P.,
its General Partner
By: Capital Z Partners, L.P., its General Partner
By: Capital Z Partners, Ltd., its General Partner
By: /s/ David A. Spuria
------------------------------------------------------
David A. Spuria
General Counsel, Vice President of Administration
and Secretary
11
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: November 19, 1999
CAPITAL Z FINANCIAL SERVICES
FUND II, L.P.
By: Capital Z Partners, L.P., its General Partner
By: Capital Z Partners, Ltd., its General Partner
By: /s/ David A. Spuria
---------------------------------------------------
David A. Spuria
General Counsel, Vice President of Administration
and Secretary
12
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: November 19, 1999
CAPITAL Z PARTNERS, L.P.
By: Capital Z Partners, Ltd., its General Partner
By: /s/ David A. Spuria
--------------------------------------------------
David A. Spuria
General Counsel, Vice President of Administration
and Secretary
13
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: November 19, 1999
CAPITAL Z PARTNERS, LTD.
By: /s/ David A. Spuria
--------------------------------------------------
David A. Spuria
General Counsel, Vice President of Administration
and Secretary
14
<PAGE>
SCHEDULE I
----------
OTHER GENERAL PARTNERS OF HEALTH PARTNERS
Capital Z Financial Services Private Fund II, L.P. ("Private Fund
II"), a Bermuda limited partnership that was formed to engage in the investment
in securities of financial service entities, is a general partner of Health
Partners. The principal business address of Private Fund II is 54 Thompson
Street, New York, New York 10012.
International Managed Care Advisors, Inc. ("IMCA"), a Delaware
corporation that was formed to invest in and advise healthcare services
companies, is a general partner of Health Partners. The principal business
address of IMCA is 54 Thompson Street, New York, New York 10012.
15
<PAGE>
SCHEDULE II
-----------
CAPITAL Z PARTNERS, LTD.
Name, business address and present principal occupation or employment of the
directors and executive officers:
Steven M. Gluckstern
Chairman of the Board
54 Thompson Street
New York, New York 10012
Robert A. Spass
Deputy Chairman of the Board
54 Thompson Street
New York, New York 10012
Laurence W. Cheng
President and Director
54 Thompson Street
New York, New York 10012
Bradley E. Cooper
Senior Vice President and Director
54 Thompson Street
New York, New York 10012
Mark K. Gormley
Senior Vice President and Director
54 Thompson Street
New York, New York 10012
Adam M. Mizel
Senior Vice President and Director
54 Thompson Street
New York, New York 10012
Paul H. Warren
Senior Vice President and Director
54 Thompson Street
New York, New York 10012
16
<PAGE>
Scott M. Delman
Senior Vice President and Director
54 Thompson Street
New York, New York 10012
David A. Spuria
General Counsel, Vice President of Administration and Secretary
54 Thompson Street
New York, New York 10012
Roland V. Bernardon
Chief Financial Officer, Treasurer and Assistant Secretary
54 Thompson Street
New York, New York 10012
17
<PAGE>
Exhibit Index
Name of Exhibit Page Number
--------------- -----------
99(a) Note Purchase Agreement, dated as of April 27,
1999, by and between Health Partners and the
Company.*
99(b) Indenture, dated as of May 14, 1999, by and
between the Company and the Trustee.**
99(c) Supplemental Indenture, dated as of May 14,
1999, by and between the Company and the
Trustee.**
99(d) Stockholders Agreement, dated as of May 14, 1999,
by and among the Company, Health Partners and
certain other stockholders of the Company.**
99(e) Registration Rights Agreement, dated as of May 14,
1999, by and between the Company and Health
Partners.**
* Incorporated by reference to the Company's Current Report on Form 8-K
as filed with the Securities and Exchange Commission on April 29, 1999.
** Incorporated by reference to the Company's Current Report on Form 8-K
as filed with the Securities and Exchange Commission on May 19, 1999.
18
