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): May 18, 2000
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BROOKDALE LIVING COMMUNITIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22253 36-4103821
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification Number)
330 North Wabash Avenue, Suite 1400, Chicago, Illinois 60611
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 977-3700
NOT APPLICABLE
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(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On May 18, 2000, Brookdale Living Communities, Inc. issued the Press
Release attached hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit
Number Description
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99.1 Press Release of Brookdale Living Communities, Inc.
dated May 18, 2000.
<PAGE>
SIGNATURES
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.
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Registrant
Dated: May 19, 2000 By: /s/ Robert J. Rudnik
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Robert J. Rudnik
Executive Vice President/
General Counsel
Exhibit 99.1
FOR FURTHER INFORMATION:
AT THE COMPANY: AT EDELMAN PUBLIC RELATIONS:
Mark J. Schulte Kenneth G. Trantowski
President and Chief Executive Officer Executive Vice President & General
(312) 977-3700 Manager
(312) 240-2625
FOR IMMEDIATE RELEASE
MAY 18, 2000
BROOKDALE LIVING COMMUNITIES, INC. ANNOUNCES COMPLETION OF FORTRESS'
PURCHASE OF COMMON STOCK FROM A MAJOR STOCKHOLDER
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MAY 18, 2000 -- Brookdale Living Communities, Inc. (Nasdaq: BLCI), a leading
provider of senior and assisted living services to the elderly, today announced
that The Prime Group, Inc. and certain of its affiliates have completed their
previously disclosed sale of 3,929,350 shares of Brookdale common stock,
representing approximately 39.9% of Brookdale's outstanding shares, to an
affiliate of Fortress Investment Fund for an aggregate purchase price of
$58,940,250, or $15 per share. In addition, Fortress today purchased from The
Prime Group, Inc. and Michael W. Reschke, the principal shareholder of Prime, an
additional 75,000 shares of Brookdale's common stock, which were subject to
certain options, for an aggregate purchase price of $1,125,000, or $15 per
share, after Mr. Reschke purchased such shares from Brookdale at $11.50 per
share pursuant to vested options held by Mr. Reschke. Upon completion of the
sale, Mr. Reschke today resigned from Brookdale's board of directors and as
Chairman of the Board, and two of Fortress' designees, Wesley R. Edens and
William B. Doniger, were elected to Brookdale's board to fill the vacancy
created by Mr. Reschke's resignation and to fill the previously existing vacancy
on the Board.
As previously disclosed, the transaction was approved by an independent
committee of Brookdale's board based on, among other things, the execution of a
standstill agreement by Fortress. The standstill agreement provides that
Fortress may not acquire during its term additional Brookdale common stock or
engage in other activity designed to acquire control of Brookdale, except in the
context of cash tender offer for all of Brookdale's shares at not less than $15
per share, which cannot occur without the board's consent prior to July 5, 2000.
The standstill agreement terminates on May 14, 2002, but may terminate earlier
if Fortress acquires a majority of the Company's common stock pursuant to a cash
tender offer for all of the Company's shares at a price not less than $15 per
share, which tender offer may not be commenced prior to July 5, 2000 without the
Board's consent.
Brookdale Living Communities, Inc. is a leading national provider of senior and
assisted living services to the elderly, with 24 facilities in 14 states
containing an aggregate of approximately 5,328 units in up-scale urban and
suburban communities. Additional information is available on Brookdale's website
at www.brookdaleliving.com.
This news release contains certain forward-looking statements. When used in this
news release, the words "believes," "expects," "anticipates," "estimates" and
similar words or expressions are generally intended to identify forward-looking
statements. These forward-looking statements involve risks and uncertainties,
such as the risks detailed in the Company's filings with the Securities and
Exchange Commission.
CONTACT: Mark J. Schulte, President and Chief Executive Officer, Brookdale
Living Communities, Inc., 312-977-3700, or Kenneth G. Trantowski, Executive Vice
President and General Manager, Edelman, 312-240-2625.
