CUSIP NO.: NONE 13G Page 5 of 5 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
FORTRESS BROOKDALE INVESTMENT FUND LLC
(Name of Issuer)
Membership Interests
(Title of Class of Securities)
NONE
(CUSIP Number)
September 13, 2000
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 5 pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Northwestern Mutual Life Insurance Company
39-0509570
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) / /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Wisconsin
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 20,000
OWNED BY
EACH 6. SHARED VOTING POWER
REPORTING
PERSON 0
WITH:
7. SOLE DISPOSITIVE POWER
20,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 20,000
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions): N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 67.0%
12. TYPE OF REPORTING PERSON (See Instructions): IC
Item 1
(a) Name of Issuer: Fortress Brookdale Investment Fund
LLC
(b) Address of Issuer's Principal Executive Offices:
1301 Avenue of the Americas, 42nd Floor, New York,
NY 10019
Item 2
(a) Name of Person Filing: The Northwestern Mutual
Life Insurance Company
(b) Address of Principal Business Office: 720 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202
(c) Citizenship or Place of Organization: Wisconsin
(d) Title of Class of Securities: Membership Interests
(e) CUSIP Number: None
Item 3 If this statement is filed pursuant to Sections
240.13d-1(b), or 240.13d-2(b) or (c), check
whether the person filing is a:
(a) / / Broker or Dealer registered under Section 15
of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) /X/ Insurance company as defined in section
3(a)(19) of the Act
(d) / / Investment company registered under section 8
of the Investment Company Act of 1940
(e) / / An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E)
(f) / / An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F)
(g) / / A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G)
(h) / / A savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act
(i) / / A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company Act
of 1940
(j) / / Group, in accordance with section
240.13d-1(b)(1)(ii)(J)
Item 4 Ownership
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount Beneficially Owned: 20,000 shares.
(b) Percent of Class: 67.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
20,000
(ii) Shared power to vote or to direct the
vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 20,000
(iv) Shared power to dispose or to direct the
disposition of: 0
Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of
securities, check the following / /.
Item 6 Ownership of More than Five Percent on Behalf of
Another Person: N/A
Item 7 Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or
Control Person: N/A
Item 8 Identification and Classification of Members of
the Group: N/A
Item 9 Notice of Dissolution of Group: N/A
Item 10 Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and
were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction
having that purpose or effect.
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.
October 3, 2000
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Robert J. Berdan
Robert J. Berdan
Vice President and General
Counsel
148309
