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Exhibit (a)(1)(g)
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This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made only by
the Offer to Purchase, dated August 1, 2000 and the related Letter of
Transmittal and any amendments or supplements thereto, and is being made to all
holders of Shares. The Offer is not being made to (nor will tenders be accepted
from or on behalf of) holders of Shares in any jurisdiction in which the making
of the Offer or the acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. However, the Purchaser
(as defined below) may, in its discretion, take such action as it may deem
necessary to make the Offer in any jurisdiction and extend the Offer to holders
of Shares in such jurisdiction. In those jurisdictions where securities, blue
sky or other laws require the Offer to be made by a licensed broker or dealer,
the Offer shall be deemed to be made on behalf of the Purchaser by Prudential
Securities Incorporated (the "Dealer Manager") or one or more registered brokers
or dealers licensed under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash Any and All of the Outstanding Shares of
Common Stock of Brookdale Living Communities, Inc. at $15.25 Net Per Share by
Fortress Brookdale Acquisition LLC
Fortress Brookdale Acquisition LLC, a Delaware limited liability company (the
"Purchaser"), is offering to purchase any and all of the outstanding shares of
common stock, par value $.01 per share (the "Shares"), of Brookdale Living
Communities, Inc., a Delaware corporation (the "Company"), at a price of $15.25
per Share net to the seller in cash (the "Offer Price"), on the terms and
subject to the conditions set forth in the Offer to Purchase, dated August 1,
2000 (the "Offer to Purchase") and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"). Tendering stockholders who have Shares registered in their names and
who tender directly to LaSalle Bank National Association (the "Depositary") will
not be charged brokerage fees or commissions or, subject to Instruction 6 of the
Letter of Transmittal, transfer taxes on the purchase of Shares pursuant to the
Offer. Stockholders who hold their Shares through a broker or bank should
consult such institution as to whether it charges any service fees.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, SEPTEMBER 5, 2000, UNLESS THE OFFER IS EXTENDED.
The Offer is not conditioned upon any minimum number of Shares being tendered.
The Offer is subject to certain conditions. See Section 13 of the Offer to
Purchase. The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of July 26, 2000 (the "Merger Agreement"), by and among the Purchaser,
one of its affiliates, FBZ Acquisition Corp. ("Acquisition Sub") and the
Company. Pursuant to the Merger Agreement, as soon as practicable after the
completion of the Offer and the satisfaction or waiver (subject to applicable
law) of the conditions set forth in the Merger Agreement, the Purchaser intends
to transfer all of the Shares purchased by it in the Offer, together with
4,004,350 shares already owned by the Purchaser, to Acquisition Sub, which will
then be merged with and into the Company (the "Merger") in accordance with the
applicable provisions of the Delaware General Corporation Law (the "DGCL"). At
the effective time of the Merger, (i) each issued and outstanding Share (other
than Shares held by the Purchaser and any of its affiliates or subsidiaries and
Shares held by stockholders who have properly exercised dissenters' rights under
the DGCL) will be converted into and represent the right to receive an amount
equal to the Offer Price, and (ii) each share of common stock of Acquisition Sub
will be converted into and become one share of common stock of the surviving
corporation. If the Purchaser owns 90% or more of the outstanding Shares after
completion of the Offer, then the Purchaser intends to cause Acquisition Sub to
effect the Merger as a "short-form" merger under the DGCL, without a vote of the
stockholders of the Company. See "SPECIAL FACTORS--The Merger Agreement," in the
Offer to Purchase. The Board of Directors of the Company (the "Company Board"),
after receiving the unanimous recommendation of the committee of independent
directors of the Company Board (the "Independent Committee") (with the four
directors who are affiliates of the Purchaser abstaining) (A) determined that
each of the Offer and the Merger is advisable and in the best interests of the
Company's stockholders (other than the Purchaser), (B) approved the Merger
Agreement, the Offer and the Merger, and the transactions contemplated by the
Merger Agreement, and (c) recommends that the Company's stockholders accept the
Offer and tender their Shares pursuant to the Offer. Any stockholder desiring to
tender all or any portion of such stockholder's Shares should either (i)
complete and sign the enclosed Letter of Transmittal (or a facsimile thereof) in
accordance with the instructions in the Letter of Transmittal, have such
stockholder's signature thereon guaranteed (if required by Instruction 1 to the
Letter of Transmittal), mail or deliver the Letter of Transmittal (or a manually
signed facsimile thereof) and any other required documents to the Depositary and
either deliver the
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certificates for such Shares along with the Letter of Transmittal to the
Depositary or tender such Shares pursuant to the procedures for book-entry
transfer set forth in Section 3 in the Offer to Purchase or (ii) request such
stockholder's broker, dealer, commercial bank, trust company or other nominee to
effect the transaction for such stockholder. Any stockholder whose Shares are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact such broker, dealer, commercial bank, trust company
or other nominee to tender such Shares. For purposes of the Offer, the Purchaser
will be deemed to have accepted for payment, and thereby purchased, Shares
validly tendered and not properly withdrawn as, if and when the Purchaser gives
oral or written notice to the Depositary, as agent for tendering stockholders,
of the Purchaser's acceptance for payment of such Shares pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, payment for Shares
accepted for payment pursuant to the Offer will be made by deposit of the
aggregate Offer Price with the Depositary, which will act as agent for tendering
stockholders for the purpose of receiving payment from the Purchaser and
transmitting such payment to tendering stockholders. Under no circumstances will
interest on the Offer Price of Shares be paid by the Purchaser because of any
delay in making any payment. Payment for Shares tendered and accepted for
payment pursuant to the Offer will be made only after timely receipt by the
Depositary of (i) certificates for such Shares or timely confirmation of a
book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility (as defined in the Offer to Purchase) pursuant to
the procedures set forth in the Offer to Purchase, (ii) the Letter of
Transmittal (or a facsimile thereof) properly completed and duly executed, with
any required signature guarantees or, in the case of a book-entry transfer, an
Agent's Message (as defined in the Offer to Purchase) and (iii) any other
documents required by the Letter of Transmittal.
Any stockholder who desires to tender Shares and whose certificates evidencing
such Shares are not immediately available, or who cannot comply with the
procedures for book-entry transfer described in the Offer to Purchase on a
timely basis, or who cannot deliver the certificates and all required documents
to the Depositary prior to the expiration of the Offer, may tender such Shares
by following the procedures for guaranteed delivery set forth in Section 3 in
the Offer to Purchase.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
expiration of the Offer and, unless theretofore accepted for payment pursuant to
the Offer may be withdrawn at any time after September 29, 2000. Except as
otherwise provided in the Offer to Purchase, tenders of Shares made pursuant to
the Offer are irrevocable. This right to withdraw will not apply to a subsequent
offering period if there is one. For a withdrawal of Shares to be effective, a
written, telegraphic, or facsimile transmission notice of withdrawal must be
timely received by the Depositary at one of its addresses set forth on the cover
of the Letter of Transmittal. Any such notice of withdrawal must specify the
name of the person who tendered the Shares to be withdrawn, the number of Shares
to be withdrawn and the name of the registered holder of such Shares, if
different from that of the person who tendered such Shares. If certificates for
Shares to be withdrawn have been delivered or otherwise identified to the
Depositary, then, prior to the physical release of such certificates, the serial
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numbers shown on such certificates must be submitted to the Depositary and,
unless such Shares have been tendered by an Eligible Institution (as defined in
the Offer to Purchase), the signature on the notice of withdrawal must be
guaranteed by an Eligible Institution. If Shares have been tendered pursuant to
the procedures for book-entry transfer as set forth in the Offer to Purchase,
any notice of withdrawal must also specify the name and number of the account of
the Book-Entry Transfer Facility to be credited with the withdrawn Shares.
All questions as to the form and validity (including time of receipt) of notices
of withdrawal will be determined by the Purchaser in its sole discretion whose
determination will be final and binding on all parties.
The receipt of cash in exchange for Shares pursuant to the Offer will be a
taxable transaction for U.S. federal income tax purposes and may also be a
taxable transaction under applicable state, local or foreign tax laws.
Generally, a stockholder who receives cash in exchange for Shares pursuant to
the Offer will recognize gain or loss for U.S. federal income tax purposes equal
to the difference between the amount of cash received and such stockholder's
adjusted tax basis in the Shares exchanged therefor. Provided that such Shares
constitute capital assets in the hands of the stockholder, such gain or loss
will be capital gain or loss, and will be long-term capital gain or loss if the
holder has held the Shares for more than one year at the time of sale. The
maximum U.S. federal income tax rate applicable to individual taxpayers on
long-term capital gain is 20%, and the deductibility of capital losses is
subject to limitations. All stockholders should consult with their own tax
advisors as to the particular tax consequences of the Offer and the Merger to
them, including the applicability and effect of the alternative minimum tax and
any state, local or foreign income and other tax laws and of changes in such tax
laws. For a more complete description of certain U.S. federal income tax
consequences of the Offer and the Merger see Section 5 of the Offer to Purchase.
The information required to be disclosed by Paragraph (d)(1) of Rule 14d-6 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Offer to Purchase and is incorporated herein by
reference.
The Company has provided to the Purchaser its list of stockholders and security
position listings for the purpose of disseminating the Offer to holders of
Shares. The Offer to Purchase, the related Letter of Transmittal and other
related materials are being mailed to record holders of Shares and will be
mailed to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the stockholder
list or, if applicable, who are listed as participants in a clearing agency's
security position listing, for subsequent transmittal to beneficial owners of
Shares.
The Offer to Purchase, the related Letter of Transmittal and the Company's
Solicitation/Recommendation Statement on Schedule 14D-9 (which includes the
recommendation of the Company Board and the reasons therefor) contain important
information that should be read carefully before any decision is made with
respect to the Offer.
Questions and requests for assistance may be directed to the Information Agent
or the
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Dealer Manager at their respective addresses and telephone numbers set forth
below. Requests for additional copies of the Offer to Purchase, the Letter of
Transmittal and all other tender offer materials may be directed to the
Information Agent and will be furnished promptly at the Purchaser's expense. The
Purchaser will not pay any fees or commissions to any broker or dealer or any
other person (other than the Dealer Manager and the Information Agent) for
soliciting tenders of Shares pursuant to the Offer.
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF
SUCH TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Information Agent for the Offer is:
Corporate Investor Communications, Inc.
111 Commerce Road - Carlstadt, New Jersey 07072-2586
Banks and Brokers call collect (800) 346-7885
All others call Toll Free (800) 548-1027
The Dealer Manager for the Offer is:
Prudential Securities Incorporated
One New York Plaza, 18th Floor
New York, N Y 10292
Toll Free (888) 713-4198
August 1, 2000
