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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
BROOKDALE LIVING COMMUNITIES, INC.
(Name of Subject Company (Issuer))
FORTRESS BROOKDALE ACQUISITION LLC
FORTRESS REGISTERED INVESTMENT TRUST
FORTRESS INVESTMENT FUND LLC
FORTRESS INVESTMENT GROUP LLC
HEALTH PARTNERS
CAPITAL Z FINANCIAL SERVICES FUND II, L.P.
CAPITAL Z PARTNERS, L.P.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
112462 10 6
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(CUSIP Number of Class of Securities)
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Randal A. Nardone David A. Spuria, Esq.
Fortress Investment Holdings LLC Health Partners
1301 Avenue of the Americas 54 Thompson Street
New York, New York 10019 New York, New York 10012
Telephone: (212) 798-6100 Telephone: (212) 965-0800
(Name, address and telephone number of
persons authorized to receive notices
and communications on behalf of filing persons)
Copy to:
J. Gregory Milmoe, Esq. Paul Lovejoy, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP Weil,Gotshal & Manges LLP
Four Times Square 767 Fifth Avenue
New York, New York 10036 New York, New York 10153
Telephone: (212) 735-3000 Telephone: (212) 310-8000
CALCULATION OF FILING FEE
Transaction Valuation*: $102,077,140 Amount of Filing Fee: $20,415**
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* Estimated for purposes of calculating the amount of the filing fee
only. This calculation assumes the purchase of all outstanding shares
of Common Stock, par value $.01 per share, of Brookdale Living
Communities, Inc. (the "Company Common Stock" or the "Shares"), at a
price per Share of $15.25 in cash. As of July 31, 2000, there were
9,926,549 Shares outstanding and 771,384 shares were reserved for
issuance upon the exercise of outstanding options. The amount of the
filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, equals 1/50th of one percent of the
value of the transaction.
** This amount was previously paid in connection with the original filing
of this Schedule TO on August 1, 2000.
|_| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|X| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: |_|
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This third amendment to the joint Tender Offer Statement on Schedule
TO and Schedule 13E-3 (as amended, the "Schedule TO") relates to the
third-party tender offer by Fortress Brookdale Acquisition LLC, a Delaware
limited liability company ("Purchaser") to purchase any and all of the
issued and outstanding shares of common stock, par value $.01 per share
(the "Common Stock" or the "Shares"), of Brookdale Living Communities,
Inc., a Delaware corporation (the "Company" or "Brookdale"), at a purchase
price of $15.25 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated August 1, 2000 and in the related Letter of
Transmittal, which together and as amended or supplemented from time to
time, constitute the "Offer." By virtue of their direct or indirect
relationship with Purchaser, each of Fortress Investment Trust, a Delaware
business trust ("Fortress"), Fortress Investment Fund LLC, a Delaware
limited liability company ("Fortress Investment"), Fortress Investment
Group LLC, a Delaware limited liability company ("FIG"), Health Partners, a
Bermuda exempted partnership ("Health Partners"), Capital Z Financial
Services Fund II, L.P., a Bermuda limited partnership ("Capital Z Fund II")
and Capital Z Partners, L.P., a Bermuda limited partnership ("Capital Z,"
and collectively with Fortress, Fortress Investment, FIG, Health Partners
and Capital Z Fund II the "Co-Bidders") may be deemed to be bidders within
the meaning of Rule 14d-1(g)(2). While the Co-Bidders do not believe that
they should be deemed to be bidders within the meaning of such rule, they
are nonetheless joining Purchaser as filing persons with respect to the
Schedule TO.
ITEMS 1 AND 4.
Items 1 and 4 are hereby amended and supplemented to add the following:
On September 7, 2000, Fortress announced that the expiration date was
further extended to 5:01 p.m., New York City Time, on Thursday, September
7, 2000.
ITEM 12.
Item 12 is hereby amended and supplemented to add the following exhibit:
(a)(1)(J) Text of press release issued by Purchaser announcing the
extension of the Offer, dated September 7, 2000.
SIGNATURE
After due 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: September 7, 2000
FORTRESS BROOKDALE ACQUISITION LLC
By: /s/ Randal A. Nardone
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Name: Randal A. Nardone
Title: Secretary and Member of the
Operating Committee of Fortress
Brookdale Acquisition LLC
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.
September 7, 2000
FORTRESS REGISTERED INVESTMENT TRUST
By: /s/ Randal A. Nardone
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Randal A. Nardone
as Vice President, Chief Operating
Officer and Secretary
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.
September 7, 2000
FORTRESS INVESTMENT FUND LLC
By: /s/ Randal A. Nardone
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Randal A. Nardone
as Chief Operating Officer and Secretary
of Fortress Fund MM, LLC, managing
member of Fortress Investment Fund LLC
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.
September 7, 2000
FORTRESS INVESTMENT GROUP LLC
By: /s/ Randal A. Nardone
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Randal A. Nardone
as Chief Operating Officer
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.
September 7, 2000
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
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Name: David A. Spuria
Title: General Counsel, Vice President of
Administration and Secretary
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.
September 7, 2000
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
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Name: David A. Spuria
Title: General Counsel, Vice President of
Administration and Secretary
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.
September 7, 2000
CAPITAL Z PARTNERS, L.P.
By: Capital Z Partners, Ltd.,
its General Partner
By: /s/ David A. Spuria
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Name: David A. Spuria
Title: General Counsel, Vice President of
Administration and Secretary
EXHIBIT INDEX
Exhibit No. Description
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(a)(1)(J) Text of press release issued by Purchaser announcing the
extension of the Offer, dated September 7, 2000.
