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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
BROOKDALE LIVING COMMUNITIES, INC.
(Name of the Issuer)
BROOKDALE LIVING COMMUNITIES, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
112462 10 6
(CUSIP Number of Class of Securities)
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Mark J. Schulte
Chairman of the Board and Chief Executive Officer
Brookdale Living Communities, Inc.
330 North Wabash Avenue, Suite 1400
Chicago, Illinois 60611
Telephone Number (312) 977-3700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
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Copy to:
Brian T. Black, Esq.
Winston & Strawn
35 West Wacker Drive
Chicago Illinois 60601
(312) 558-5600
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
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INTRODUCTION
This Amendment No. 1 amends and supplements the Rule 13e-3 Transaction
Statement on Schedule 13E-3 filed by Brookdale Living Communities, Inc., a
Delaware corporation (the "Company"), on September 6, 2000, pursuant to Section
13(e) of the Securities Exchange Act of 1934, as amended, and Rule 13e-3
thereunder, in connection with the tender offer by Fortress Brookdale
Acquisition LLC to purchase any and all of the outstanding shares of common
stock, par value $0.01 per share (the "Shares"), of the Company for $15.25 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated August 1, 2000, as amended (the "Offer
to Purchase"), and the related Letter of Transmittal (which together constitute
the "Offer"). In response to the Offer, the Company filed a
Solicitation/Recommendation Statement on Schedule 14D-9, dated August 1, 2000,
as amended (the "Schedule 14D-9"). Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Offer to Purchase.
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ITEM 16. EXHIBITS.
(c)(2) Materials presented by Merrill Lynch to the Independent
Committee on May 10, 2000 (dated May 8, 2000) as described in
the Schedule 14D-9.
(c)(3) Materials presented by Merrill Lynch to the Independent
Committee on May 19, 2000 as described in the Schedule 14D-9.
(c)(4) Materials presented by Merrill Lynch to the Independent
Committee on June 5, 2000 as described in the Schedule 14D-9.
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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.
BROOKDALE LIVING COMMUNITIES, INC.
By: /s/ Robert J. Rudnik
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Name: Robert J. Rudnik
Title: Executive Vice President,
General Counsel and Secretary
Dated: September 7, 2000
