UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
1. Name and Address of Reporting Person
Darryl W. Copeland, Jr.
77 West Wacker Drive
Suite 4400
Chicago, IL 60601
2. Date of Event Requiring Statement (Month/Day/Year)
05/07/1997
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Brookdale Living Communities, Inc. (BLCI)
5. Relationship of Reporting Person to Issuer (Check all applicable)
[X] Director [ ] 10% Owner
[X] Officer (give title below) [ ] Other (specify below)
Executive Vice President and
Chief Financial Officer
6. If Amendment, Date of Original (Month/Day/Year)
05/05/97
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 Beneficially Owned
- -----------------------------------------------------------------------------------------------------
1)Title of Security 2)Amount of 3) 4)Nature of
Securities D Indirect
Beneficially or Beneficial
Owned I Ownership
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock 12,000 D Direct
<CAPTION>
Table II Derivative Securitites Beneficially Owned
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1)Title of Derivative Security 2)Date Exercisable 3)Title and Amount of 4)Conver- 5)Ownership 6)Nature of
and Expiration Date Securities Underlying sion or Form of Indirect
(Month/Day/Year) Derivative Security exercise Derivative Beneficial
price of Security Ownership
Date Expira- Amount or Deri- Direct(D)
Exer- tion Number of vative or
cisable Date Title Shares Security Indirect(I)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Incentive Stock Option (right to(1) 05/07/07 Common Stock 34,782 $11.5000 D Direct
buy)
Option to Purchase Common Stock 05/07/98 05/07/02 Common Stock 100,000 $0.0100 D Direct
(right to buy) (2)
Option to Purchase Stock Common 05/07/97 05/08/00 Common Stock 25,000 $10.9089 D Direct
(right to buy) (3)
Non-Qualified Stock Option (1) 05/07/07 Common Stock 215,218 $11.5000 D Direct
(right to buy)
<FN>
Explanation of Responses:
(1)
The options vest equally over a four year period, commencing on the first anniversary of the date of grant.
(2)
100,000 shares of Common Stock currently held by The Prime Group, Inc. which is subject to an option to purchase held by Darryl W.
Copeland, Jr. pursuant to an agreement between The Prime Group, Inc. and Darryl W. Copeland, Jr.
(3)
25,000 shares Common Stock currently held by Prime Group III, L.P. and subject to a Stock Purchase Agreement and Agreement
concerning Option Shares among The Prime Group, Inc., Prime Group III, L.P. (as successor in interest to Prime Group VI, L.P.) and
Darryl W. Copeland, Jr.
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/s/ Darryl W. Copeland, Jr.
DATE February 14, 2000
