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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
BROOKDALE LIVING COMMUNITIES, INC.
AT
$15.25 NET PER SHARE
BY
FORTRESS BROOKDALE ACQUISITION LLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, SEPTEMBER 5, 2000,
UNLESS THE OFFER IS EXTENDED.
August 1, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated August 1,
2000 (the "Offer to Purchase") and the related Letter of Transmittal in
connection with the offer by Fortress Brookdale Acquisition LLC, a Delaware
limited liability company ("Purchaser"), Fortress Registered Investment Trust, a
Delaware Business Trust and Health Partners, a Bermuda exempted partnership and
an affiliate of Capital Z Partners, Ltd. to purchase all of the outstanding
shares of common stock, par value $.01 per share (the "Shares"), of Brookdale
Living Communities, Inc., a Delaware corporation (the "Company"), at a purchase
price of $15.25 per Share, net to the seller in cash (such amount, or any
greater amount per Share paid pursuant to the Offer, being referred to herein as
the "Offer Price"), without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the enclosed Letter of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer"). WE ARE THE HOLDER OF RECORD (DIRECTLY OR INDIRECTLY) OF
SHARES HELD FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS
THE HOLDER OF RECORD OR OUR NOMINEES AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR
YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on your
behalf any or all of the Shares held by us for your account, upon the terms and
subject to the conditions set forth in the Offer.
Your attention is invited to the following:
1. The Offer Price is $15.25 per Share, net to you in cash without
interest.
2. The Offer is being made for any and all issued and outstanding Shares.
3. The Board of Directors of the Company (the "Company Board"), after
receiving the unanimous recommendation of the committee of independent
directors of the Company Board (a) determined that each of the Offer
and Merger (as defined in the Offer to Purchase) is fair to and in the
best interests of the Company's stockholders (other than Purchaser),
(b) approved the Merger Agreement (as defined in the Offer to Purchase)
the Offer, the Merger and the transactions contemplated by the Merger
Agreement and (c) recommends that the Company's stockholders accept the
Offer and tender their Shares pursuant to the Offer.
4. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, SEPTEMBER 5, 2000, UNLESS THE OFFER IS EXTENDED.
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5. You will not be obligated to pay brokerage fees or commissions or,
except as otherwise provided in Instruction 6 of the Letter of
Transmittal, stock transfer taxes with respect to the purchase of
Shares by Purchaser pursuant to the Offer.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is being made to all holders of Shares. Purchaser is not aware
of any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. If Purchaser becomes aware
of any valid state statute prohibiting the making of the Offer or the acceptance
of Shares pursuant thereto, Purchaser will make a good faith effort to comply
with such state statute. If, after such good faith effort, Purchaser cannot
comply with such state statute, the Offer will not be made to (nor will tenders
be accepted from or on behalf of) the holders of Shares in such state. In any
jurisdiction where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of Purchaser by Prudential Securities Incorporated or one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the opposite side of this letter. An envelope in which to return your
instructions to us is enclosed. If you authorize the tender of your Shares, all
such Shares will be tendered unless otherwise specified in your instructions.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US AS SOON AS POSSIBLE SO THAT WE WILL
HAVE AMPLE TIME TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE
OFFER.
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
BROOKDALE LIVING COMMUNITIES, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated August 1, 2000 (the "Offer to Purchase"), and the
related Letter of Transmittal (which, as amended or supplemented from time to
time, together constitute the "Offer") in connection with the Offer by Fortress
Brookdale Acquisition LLC, a Delaware limited liability company, Fortress
Registered Investment Trust, a Delaware business trust, Health Partners, a
Bermuda exempted partnership and an affiliate of Capital Z Partners, Ltd., to
purchase all of the outstanding shares of common stock, par value $.01 per share
(the "Shares"), of Brookdale Living Communities, Inc., a Delaware corporation 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 and in the related Letter of Transmittal.
This will instruct you to tender the number of Shares indicated below (or,
if no number is indicated below, all Shares) that are held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.
Dated: __________, 2000
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SIGN HERE
-----------------------------------------------------
Number of Shares to be Tendered: -----------------------------------------------------
__________ Shares* SIGNATURE(S)
-----------------------------------------------------
PLEASE TYPE OR PRINT NAME(S)
-----------------------------------------------------
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PLEASE TYPE OR PRINT ADDRESS(ES)
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AREA CODE AND TELEPHONE NUMBER(S)
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TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S)
</TABLE>
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* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
