UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[X] Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue.
1. Name and Address of Reporting Person(s)
Mark J. Schulte
330 North Wabash Avenue
Suite 1400
Chicago, IL 60611
2. Issuer Name and Ticker or Trading Symbol
Brookdale Living Communities, Inc. (BLCI)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
4. Statement for Month/Year
09/00
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
[X] Director [ ] 10% Owner
[X] Officer (give title below) [ ] Other (specify below)
Chairman and
Chief Executive Officer
7. Individual or Joint/Group Filing (Check Applicable Line)
[X] Form filed by One Reporting Person
[ ] Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1)Title of Security 2)Trans- 3.Trans- 4.Securities Acquired(A) 5)Amount of 6) 7)Nature of
action action or Disposed of (D) Securities Indirect
Date Code A Beneficially D Beneficial
(Month/ or Owned at or Ownership
Day/Year) Code V Amount D Price End of Month I
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<S> <C> <C> <C> <C><C> <C> <C><C>
Common Stock 09/08/00 U 24,750 D $15.2500 D
Common Stock 09/15/00 J (1) 286,957 D $15.2500 0 D
<CAPTION>
Table II (PART 1) Derivative Securities Acquired, Disposed of, or Beneficially Owne0d (Columns 1 through 6)
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1)Title of Derivative 2)Conversion 3)Trans- 4)Trans- 5)Number of Derivative 6)Date Exercisable and
Security or Exercise action action Securities Acquired (A) Expiration Date
Price of Date Code or Disposed of (D)
Derivative
Security Code V A D Exercisable Expiration
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<S> <C> <C> <C> <C> <C> <C> <C>
Incentive Stock Option (right $11.5000 09/19/00 J (2) 29,782 (2)
to buy)
Incentive Stock Option (right $14.2800 09/19/00 J (2) 5,000 (2)
to buy)
Non-Qualified Stock Option $11.5000 09/19/00 J (2) 105,218 (2)
(right to buy)
Non-Qualified Stock Option $14.2800 09/19/00 J (2) 5,000 (2)
(right to buy)
Non-Qualified Stock Option $23.4750 09/19/00 J (2) 49,500 (2)
(right to buy)
<CAPTION>
Table II (PART 2) Derivative Securities Acquired, Disposed of, or Beneficially Owned (Columns 1,3 and 7 through 11)
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1)Title of Derivative 3)Trans- 7)Title and Amount 8)Price 9)Number of 10) 11)Nature of
Security action of Underlying of Deri- Derivative Indirect
Date Securities vative Securities D Beneficial
Amount or Security Beneficially or Ownership
Number of Owned at I
- Title Shares End of Month
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<S> <C> <C> <C> <C> <C> <C> <C>
Incentive Stock Option (right 09/19/00 Common Stock (2) 0 D
to buy)
Incentive Stock Option (right 09/19/00 Common Stock (2) 0 D
to buy)
Non-Qualified Stock Option 09/19/00 Common Stock (2) 0 D
(right to buy)
Non-Qualified Stock Option 09/19/00 Common Stock (2) 0 D
(right to buy)
Non-Qualified Stock Option 09/19/00 Common Stock (2) 0 D
(right to buy)
<FN>
Explanation of Responses:
(1)
Pursuant to that certain Contribution and Consent Agreement, dated as of September 15, 2000, by and among Fortress Brookdale
Investment Fund LLC, a Delaware limited liability company, Fortress Registered Investment Trust, a Delaware business trust, Health
Partners, a Bermuda exempted partnership, Fortress Brookdale Acquisition LLC, a Delaware limited liability company ("Purchaser"),
and Mark J. Schulte ("Schulte"), Schulte contributed 286,957 shares of Common Stock of Brookdale Living Communities, Inc., valued at
$15.25 per share, to Purchaser in return for a 1.38% interest in Purchaser.
(2)
Brookdale Living Communities, Inc., a Delaware corporation (the "Corporation"), entered into that certain Agreement and Plan of
Merger, dated as of July 26, 2000 (the "Merger Agreement"), by and among the Corporation, Fortress Registered Investment Trust, a
Delaware business trust ("Fortress"), Fortress Brookdale Acquisition LLC, a Delaware limited liability company ("Purchaser"), owned
by Parent, Health Partners, a Bermuda exempted partnership ("Health Partners"), and certain of their respective affiliates, and FBZ
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Purchaser ("Acquisition Sub"), pursuant to which, among
other things, (i) on September 7, 2000, Purchaser completed a cash tender offer for all of the issued and outstanding shares of the
Corporation's Common Stock, par value $0.01 per share ("Common Stock"), not already owned by Purchaser, for a purchase price of
$15.25 per share (the "Offer") and (ii) on September 19, 2000, Acquisition Sub merged with and into the Corporation with the
Corporation as the surviving corporation (the "Merger"), pursuant to which each share of Common Stock (other than Common Stock held
in the treasury of the Corporation or held by Purchaser, Parent or any subsidiary of Purchaser or Parent), if any, not tendered in
the Offer was automatically converted into the contractual right to receive $15.25 in cash, without interest thereon (the "Offer
Price").
Pursuant to the Merger Agreement, the Corporation used its reasonable best efforts to cause, prior to the time of the Merger, each
outstanding option granted under the Brookdale Living Communities, Inc. Stock Incentive Plan, 1998 Brookdale Living Communities,
Inc. Stock Incentive Plan and 1999 Brookdale Living Communities, Inc. Stock Incentive Plan, as amended, whether or not such option
was then exercisable, to be cancelled.
In consideration for the cancellation of each option with an exercise price less than the Offer Price, whether or not then vested or
exercisable (each, an "In-the-Money Option"), the Corporation, in connection with the Merger, paid to the holder of such
In-the-Money Option an amount equal to the product of (a) the excess of the Offer Price over the exercise price of such In-the-Money
Option multiplied by (b) the number of shares of Common Stock subject to such In-the-Money Option immediately prior to its
cancellation (such payment to be net of any required withholding taxes and without interest) (the "Cancellation Consideration").
Each In-the-Money Option not cancelled, as of the time of the Merger, was automatically converted into the right to receive the
Cancellation Consideration.
Each option with an exercise price greater than the Offer Price, whether or not then vested or exercisable (each, an
"Out-of-the-Money Option"), not cancelled, as of the time of the Merger, is no longer outstanding and was automatically cancelled
and retired and ceased to exist, and the holder of such Out-of-the-Money Option ceased to have any rights with respect thereto.
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/S/ Mark J. Schulte
DATE: October 11, 2000
