SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
BROOKDALE LIVING COMMUNITIES, INC.
(Name of Subject Company (Issuer))
FORTRESS BROOKDALE ACQUISITION LLC
FORTRESS REGISTERED INVESTMENT TRUST
FORTRESS INVESTMENT FUND LLC
FORTRESS INVESTMENT GROUP LLC
HEALTH PARTNERS
CAPITAL Z FINANCIAL SERVICES FUND II, L.P.
CAPITAL Z PARTNERS L.P.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
112462 10 6
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(CUSIP Number of Class of Securities)
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Randal A. Nardone David A. Spuria, Esq.
Fortress Investment Holdings LLC Health Partners
1301 Avenue of the Americas 54 Thompson Street
New York, New York 10019 New York, New York 10012
Telephone: (212) 798-6100 Telephone: (212) 965-0800
(Name, address and telephone number of
persons authorized to receive notices
and communications on behalf of filing persons)
Copy to:
J. Gregory Milmoe, Esq. Paul Lovejoy, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP Weil, Gotshal & Manges LLP
Four Times Square 767 Fifth Avenue
New York, New York 10036 New York, New York 10153
Telephone: (212) 735-3000 Telephone: (212) 310-8000
CALCULATION OF FILING FEE
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"), 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.
** This amount was previously paid in connection with the original filing
of this Schedule TO on August 1, 2000.
|_|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.
|_|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: |X|
This final amendment to the joint Tender Offer Statement on Schedule
TO and Schedule 13E-3 (as amended, the "Schedule TO") relates to the
third-party tender offer by Fortress Brookdale Acquisition LLC, a Delaware
limited liability company ("Purchaser") to purchase any and 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" or "Brookdale"), 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 and in the related Letter of
Transmittal, which together and as amended or supplemented from time to
time, constitute the "Offer." By virtue of their direct or indirect
relationship with Purchaser, each of Fortress Investment Trust, a Delaware
business trust ("Fortress"), Fortress Investment Fund LLC, a Delaware
limited liability company ("Fortress Investment"), Fortress Investment
Group LLC, a Delaware limited liability company ("FIG"), Health Partners, a
Bermuda exempted partnership ("Health Partners"), Capital Z Financial
Services Fund II, L.P., a Bermuda limited partnership ("Capital Z Fund II")
and Capital Z Partners, L.P., a Bermuda limited partnership ("Capital Z
Partners," and collectively with Fortress, Fortress Investment, FIG, Health
Partners and Capital Z Fund II the "Co-Bidders") may be deemed to be
bidders within the meaning of Rule 14d-1(g)(2). While the Co-Bidders do not
believe that they should be deemed to be bidders within the meaning of such
rule, they are nonetheless joining Purchaser as filing persons with respect
to the Schedule TO.
ITEMS 1 AND 4.
Items 1 and 4 are hereby amended and supplemented to add the following:
The offer expired at 5:01 p.m., New York City time, on Thursday,
September 7, 2000. FBZ Acquisition Corp. accepted a total of approximately
5,489,118 shares, including shares subject to guarantees of delivery,
at a purchase price of $15.25 per share.
ITEM 3.
Schedule I is further amended to add the following at the end of
the Schedule:
3. NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
OF THE DIRECTORS AND EXECUTIVE OFFICERS OF CAPITAL Z LTD. ("CAPITAL
Z"), THE ULTIMATE PARENT OF HEALTH PARTNERS, CAPITAL Z FINANCIAL
SERVICES FUND II, L.P. AND CAPITAL Z PARTNERS L.P., AND WHO ALSO
SERVE AS OFFICERS OR THEIR EQUIVALENTS FOR HEALTH PARTNERS, CAPITAL Z
FINANCIAL SERVICES FUND II, L.P., AND CAPITAL Z PARTNERS L.P.:
STEVEN M. GLUCKSTERN Chairman of the Board and Director of Capital Z.
54 Thompson Street Mr. Gluckstern co-founded Capital Z in 1998.
New York, New York 10012 Prior to 1998, Mr. Gluckstern was a member of the
Corporate Executive Board of Zurich Financial
Group ("Zurich") and served as Chairman and
Chief Executive Officer of Zurich Re, the
global reinsurance network of Zurich. Mr.
Gluckstern also held the position of Chief
Executive Officer of Zurich Centre
Investments, Inc. ("ZCI"), the private equity
arm of Zurich, as well as Chairman and Chief
Executive Officer of Zurich Centre Group, the
holding company for Zurich's "Strategic
Financial" businesses.
ROBERT A. SPASS Deputy Chairman of the Board and Director of
54 Thompson Street Capital Z. Mr. Spass co-founded Capital Z in
New York, New York 10012 1998. Prior to 1998, Mr. Spass was the Managing
Partner and co-founder of Insurance Partners,
L.P. ("IPI").
LAURENCE W. CHENG President and Director of Capital Z. Mr. Cheng
54 Thompson Street co-founded Capital Z in 1998. Prior to 1998, Mr.
New York, New York 10012 Cheng was responsible for accounting, actuarial,
taxation and investment functions at Zurich.
BRADLEY E. COOPER Senior Vice President and Director of Capital Z.
54 Thompson Street Mr. Cooper co-founded Capital Z in 1998. Prior
New York, New York 10012 to 1998, Mr. Cooper was a partner of IPI.
MARK K. GORMLEY Senior Vice President and Director of Capital
54 Thompson Street Z. Mr. Gormley co-founded Capital Z in 1998.
New York, New York 10012 Prior to 1998, Mr. Gormley was a Managing
Director in the Investment Banking Division
at Donaldson, Lufkin & Jenrette specializing
in the insurance and asset management
industries.
ADAM M. MIZEL Senior Vice President and Director of Capital
54 Thompson Street Z. Mr. Mizel co-founded Capital Z in 1998.
New York, New York 10012 Prior to 1998, Mr. Mizel was a Managing
Director of ZCI where he oversaw all of ZCI's
U.S. private equity investing activities.
SCOTT M. DELMAN Senior Vice President and Director of Capital
54 Thompson Street Z. Mr. Delman co-founded Capital Z in 1998.
New York, New York 10012 Prior to 1998, Mr. Delman was an Executive
Director at Foreign & Colonial Emerging
Markets in London.
DAVID A. SPURIA General Counsel, Vice President and Secretary
54 Thompson Street of Capital Z. Mr. Spuria joined Capital Z in
New York, New York 10012 1998. Prior to joining Capital Z, Mr. Spuria
was a Partner in the Corporate/Securities
Department of Weil, Gotshal & Manges LLP and
the co-head of that firm's Insurance Practice
Group.
ROLAND V. BERNARDON Chief Financial Officer and Treasurer of
54 Thompson Street Capital Z. Mr. Bernardon co-founded Capital Z
New York, New York 10012 in 1998. Prior to 1998, Mr. Bernardon was a
Director at Deloitte and Touche, L.P.
MARK H. TABAK Member of the Purchasers' Operating Committee
54 Thompson Street since July 2000. Mark H. Tabak has served as a
New York, New York 10012 director of Brookdale since May 1999. Mr. Tabak
is the Managing Partner of Healthcare Capital
Partners and President and Chief Executive
Officer of International Managed Care
Advisors, Inc. From September 1993 to July
1996, Mr. Tabak was the President of AIG
Managed Care Inc., a subsidiary of American
International Group ("AIG"). Prior to joining
AIG, he served as President and Chief
Executive Officer of Group Health Plan, and
he was President of Health America
Development Corporation. Mr. Tabak also
founded Clinical Pharmaceuticals, Inc. Mr.
Tabak is a member of the Board of Directors
of Ceres Group, Inc., an insurance holding
company, ESC Medical Systems, Ltd., a medical
equipment manufacturer, and United Payors &
United Providers, Inc., a health care
provider network.
PAUL H. WARREN President of Purchaser and a member of its
54 Thompson Street Operating Committee and President of Acquisition
New York, New York 10012 Sub since July 2000. Mr. Warren has been a
director of Brookdale since May 1999. Mr. Warren
co-founded Capital Z in 1998. From April 1994
to August 1998, Mr. Warren was a partner in
Insurance Partners, L.P., a limited
partnership organized in 1994 to make
investments in property and casualty
insurers, life and health insurers,
healthcare services firms and related
insurance businesses. In addition, Mr. Warren
serves as a director of Healthextras, LLC,
Corporate Health Dimensions, Provincia Salud,
Provincia A.R.T. and United Payors and United
Providers, Inc.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to add the following exhibit:
(a)(1)(K) Text of press release issued by Purchaser announcing the
expiration of the Offer, dated September 8, 2000.
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.
Date: September 11, 2000
FORTRESS BROOKDALE ACQUISITION LLC
By: /s/ Randal A. Nardone
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Name: Randal A. Nardone
Title: Secretary and Member of the Operating
Committee of Fortress Brookdale
Acquisition LLC
SIGNATURE
After reasonable 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.
September 11, 2000
FORTRESS REGISTERED INVESTMENT TRUST
By: /s/ Randal A. Nardone
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Randal A. Nardone
as Vice President, Chief Operating
Officer and Secretary
SIGNATURE
After reasonable 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.
September 11, 2000
FORTRESS INVESTMENT FUND LLC
By: /s/ Randal A. Nardone
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Randal A. Nardone
as Chief Operating Officer and
Secretary of Fortress Fund MM,
LLC, managing member of Fortress
Investment Fund LLC
SIGNATURE
After reasonable 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.
September 11, 2000
FORTRESS INVESTMENT GROUP LLC
By: /s/ Randal A. Nardone
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Randal A. Nardone
as Chief Operating Officer
SIGNATURE
After reasonable 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.
September 11, 2000
HEALTH PARTNERS
By: Capital Z Financial Services Fund II, L.P.,
its General Partner
By: Capital Z Partners, L.P., its General Partner
By: Capital Z Partners, Ltd., its General Partner
By: /s/ David A. Spuria
------------------------------------------
Name: David A. Spuria
Title General Counsel, Vice President of
Administration and Secretary
SIGNATURE
After reasonable 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.
September 11, 2000
CAPITAL Z FINANCIAL SERVICES FUND II, L.P.
By: Capital Z Partners, L.P.,
its General Partner
By: Capital Z Partners, Ltd.,
its General Partner
By: /s/ David A. Spuria
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Name: David A. Spuria
Title General Counsel, Vice President
of Administration and Secretary
SIGNATURE
After reasonable 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.
September 11, 2000
CAPITAL Z PARTNERS, L.P.
By: Capital Z Partners, Ltd.,
its General Partner
By: /s/ David A. Spuria
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Name: David A. Spuria
Title General Counsel, Vice President
of Administration and Secretary
EXHIBIT INDEX
Exhibit No. Description
(a)(1)(K) Text of press release issued by Purchaser announcing the
expiration of the Offer, dated September 8, 2000.
F O R T R E S S
Investment Group LLC
FOR RELEASE
At: Fortress Brookdale Acquisition LLC
Lilly H. Donohue
Vice President of Fortress Investment Fund LLC
212-798-6118
At: Brookdale Living Communities, Inc.
Mark J. Schulte
Chairman, President and CEO
312-977-3700
FORTRESS BROOKDALE ACQUISITION LLC COMPLETES TENDER OFFER FOR
BROOKDALE LIVING COMMUNITIES, INC.
NEW YORK, September 8, 2000 - Fortress Brookdale Acquisition LLC
("Purchaser"), a joint venture owned by an affiliate of Fortress Investment
Fund LLC and an affiliate of Capital Z Partners, announced today that it
had successfully completed its tender offer for any and all of the
outstanding shares of the common stock of Brookdale Living Communities,
Inc. (Exchange: Ticker Symbol BLCI) at $15.25 per share net to the seller
in cash. As of the expiration of the tender offer, 5,489,118 Brookdale
shares (including shares subject to guarantees of delivery) were validly
tendered and purchased which together with shares previously owned by
Purchaser constitutes approximately 96% of the total issued and outstanding
shares.
