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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
BROOKDALE LIVING COMMUNITIES, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
FORTRESS BROOKDALE ACQUISITION LLC
(NAMES OF FILING PERSONS (OFFERORS))
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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(CUSIP NUMBER OF CLASS OF SECURITIES)
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RANDAL A. NARDONE
FORTRESS INVESTMENT HOLDINGS, LLC
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 798-6100
(NAME, ADDRESS AND TELEPHONE NUMBER OF
PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
COPY TO:
J. GREGORY MILMOE, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
TELEPHONE: (212) 735-3000
CALCULATION OF FILING FEE
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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"), not already owned by the filing person 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.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Amount previously paid: Not applicable Filing Party: Not applicable
Form or registration No.: Not applicable Date Filed: Not applicable
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[ ] 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.
[X] 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 Tender Offer Statement on Schedule TO relates to the third-party
tender offer by Fortress Brookdale Acquisition LLC, a Delaware limited liability
company ("Purchaser") owned by Fortress Registered Investment Trust, a Delaware
business trust, Health Partners, a Bermuda exempted partnership and an affiliate
of Capital Z Partners, Ltd., to purchase 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"), 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 (the "Offer to Purchase"), a copy
of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of
Transmittal (the "Letter of Transmittal"), a copy of which is attached hereto as
Exhibit (a)(1)(B) (which, together with the Offer to Purchase, as amended or
supplemented from time to time, constitute the "Offer").
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Schedule TO, except as otherwise set forth
below.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is Brookdale Living Communities, Inc.,
a Delaware corporation. The Company's executive offices are located at 330 North
Wabash Avenue, Suite 1400, Chicago, Illinois 60611. The telephone number of the
principal executive offices of the Company is (312) 977-3700.
(b) The class of securities to which this statement relates is the common
stock, par value $.01 per share, of which 9,926,549 Shares were issued and
outstanding as of July 25, 2000.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS
(c)(2)-(3) Not applicable.
ITEM 10. FINANCIAL STATEMENTS
Not applicable.
ITEM 12. EXHIBITS.
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(a)(1)(A) Offer to Purchase dated August 1, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Letter from the Dealer Manager to Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.
(a)(1)(E) Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(G) Summary Advertisement as published on August 1, 2000.
(a)(1)(H) Text of joint press release issued by the Company and
Purchaser, dated July 26, 2000.
(b) None.
(c) Reference is made to the Schedule 14D-9 filed by the Company
on August 1, 2000 to the extent incorporated by reference in
the Offer to Purchase.
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(d)(1) Agreement and Plan of Merger dated as of July 26, 2000, by
and among Fortress Registered Investment Trust, Fortress
Brookdale Acquisition LLC, FBZ Acquisition Corp. and the
Company.
(e) None.
(f) None.
(g) None.
(h) None.
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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.
FORTRESS BROOKDALE ACQUISITION LLC
By: /s/ RANDAL A. NARDONE
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Name: Randal A. Nardone
Title: Secretary of Fortress
Brookdale
Acquisition LLC
Date: August 1, 2000
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a)(1)(A) Offer to Purchase dated August 1, 2000
(a)(1)(B) Letter of Transmittal
(a)(1)(C) Notice of Guaranteed Delivery
(a)(1)(D) Letter from the Dealer Manager to Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees
(a)(1)(E) Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(1)(G) Summary Advertisement as published on August 1, 2000
(a)(1)(H) Text of joint press release issued by the Company and
Purchaser, dated July 26, 2000
(b) None
(c) Reference is made to the Schedule 14D-9 filed by the Company
with the Securities and Exchange Commission on August 1,
2000 to the extent incorporated by reference in the Offer to
Purchase
(d)(1) Agreement and Plan of Merger dated as of July 26, 2000, by
and among Fortress Brookdale Acquisition LLC, Fortress
Registered Investment Trust, FBZ Acquisition Corp. and the
Company
(e) None
(f) None
(g) None
(h) None
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