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UNITED STATES
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): July 26, 2000
Brookdale Living Communities, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-22253 36-4103821
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
330 North Wabash Avenue
Suite 1400
Chicago, Illinois 60611
(Address of principal executive offices) (Zip Code)
(312) 977-3700
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On July 26, 2000, Brookdale Living Communities, Inc., a Delaware
corporation (the "Company"), Fortress Registered Investment Trust, a Delaware
business trust ("Parent"), Fortress Brookdale Acquisition LLC, a Delaware
limited liability company ("Purchaser"), owned by Parent, Health Partners, a
Bermuda exempted partnership and an investment vehicle sponsored by Capital Z
Partners, Ltd. ("Health Partners"), and certain of their respective affiliates,
and FBZ Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
Purchaser ("Acquisition Sub"), entered into an Agreement and Plan of Merger (the
"Merger Agreement"). The Merger Agreement provides, among other things, that
Purchaser will commence a tender offer (the "Offer") to purchase for cash any
and all of the outstanding shares of common stock, par value $0.01 per share, of
the Company ("Company Common Stock") not already owned by Purchaser or Parent,
at a price of $15.25 per share, net to the seller in cash. Health Partners has
agreed to contribute to Purchaser its $100,000,000 5-1/2% Convertible
Subordinated Note due 2009 issued by the Company, which is convertible into
5,479,592 shares of Company Common Stock. The Merger Agreement provides that, as
soon as practicable after the completion of the Offer and the satisfaction or
waiver (subject to applicable law) of certain other conditions, and in
accordance with the General Corporation Law of the State of Delaware,
Acquisition Sub will be merged with and into the Company (the "Merger"), with
the Company being the surviving corporation. In the Merger, each outstanding
share of Company Common Stock (other than shares held by the Company as treasury
stock, by Purchaser or Acquisition Sub or by stockholders who perfect
appraisal rights under Delaware law) will be converted into the right to receive
the same per share consideration paid pursuant to the Offer.
On July 26, 2000, the Company and SPTBrook Properties Trust, a
Maryland real estate investment trust (the "Seller"), entered into a Purchase
and Sale Agreement (the "Purchase Agreement") pursuant to which the Company has
agreed to purchase four of the facilities that a subsidiary of the Company
currently leases and operates from the Seller, an affiliate of Senior Housing
Properties Trust, for $123 million. The facilities to be purchased consist of
The Hallmark, located in Chicago, Illinois, The Springs of East Mesa, located in
Mesa, Arizona, The Gables at Brighton, located in Brighton, New York, and Park
Place, located in Spokane, Washington, and in the aggregate contain 837 units.
In accordance with the Purchase Agreement, the Company is required to make a
$12.3 million earnest money escrow deposit, creditable against the purchase
price, and the purchase must be completed by October 31, 2000.
On July 26, 2000, the Company and Purchaser issued a joint press release
(the "Press Release") announcing the execution of the Merger Agreement and the
Purchase Agreement.
Copies of the Merger Agreement, the Purchase Agreement and the Press
Release are attached hereto as Exhibits 2.1, 2.2 and 99.1, respectively, and are
incorporated herein by reference. The descriptions of the Merger Agreement and
the Purchase Agreement set forth above do not purport to be complete and are
qualified in their entirety by reference to the provisions of such agreements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
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<CAPTION>
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Exhibit No. Document
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<C> <S>
2.1 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 Brookdale Living
Communities, Inc.
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2.2 Purchase and Sale Agreement, dated July 26, 2000, by and between
SPTBrook Properties Trust, as seller, and Brookdale Living
Communities, Inc., as purchaser.
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99.1 Press Release, dated July 26, 2000, of Brookdale Living Communities,
Inc. and Fortress Brookdale Acquisition LLC.
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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.
By:/s/ Robert J. Rudnik
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Robert J. Rudnik
Executive Vice President/General Counsel
July 28, 2000
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