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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
AMENDMENT NO. 1
Information statement pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
EMERITUS CORPORATION
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(Name of Issuer)
COMMON STOCK, $.0001 PAR VALUE
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(Title of Class of Securities)
291005 10 6
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(CUSIP Number of Class of Securities)
Check the following box if a fee is being paid with this
statement. ( )
(A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of less than five percent of
such class.) (See Rule 13d-7.)
Page 1 of 10 Pages
An Index of Exhibits Appears on Page 10
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CUSIP No. SCHEDULE 13G Page 2 of 10 Pages
291005 10 6 AMENDMENT NO. 1
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<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel R. Baty
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
NUMBER OF 2,981,820(1)
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SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,981,820(1)
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WITH 8 SHARED DISPOSITIVE POWER
None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,981,820(1)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
27.1%
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12 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 10 Pages
An Index of Exhibits Appears on Page 10
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NOTES TO SCHEDULE 13G FOR
DANIEL R. BATY
(1) Daniel R. Baty owns 363,820 shares of Common Stock,
B.F.P., L.L.C., a Washington limited liability company of
which Mr. Baty is the managing member, owns 2,479,400 shares
of Common Stock and Columbia Pacific Growth Fund '95, LP, a
limited partnership for which B.F.P., L.L.C. is a general
partner, owns 138,600 shares. Mr. Baty has sole voting and
dispositive power with respect to all such shares, B.F.P.,
L.L.C. has sole voting and dispositive power with respect to
the shares that it owns and Columbia Pacific Growth Fund '95,
LP has sole voting and dispositive power with respect to the
shares that it owns.
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An Index of Exhibits Appears on Page 10
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CUSIP No. SCHEDULE 13G Page 4 of 10 Pages
291005 10 6 AMENDMENT NO. 1
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<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B.F.P., L.L.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
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5 SOLE VOTING POWER
NUMBER OF 2,618,000(1)
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SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,618,000(1)
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WITH 8 SHARED DISPOSITIVE POWER
None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,618,000(1)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.8%
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12 TYPE OF REPORTING PERSON*
OO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 10 Pages
An Index of Exhibits Appears on Page 10
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NOTES TO SCHEDULE 13G FOR
B.F.P., L.L.C.
(1) Daniel R. Baty owns 363,820 shares of Common Stock, B.F.P.,
L.L.C., a Washington limited liability company of which Mr.
Baty is the managing member, owns 2,479,400 shares of Common
Stock and Columbia Pacific Growth Fund '95, LP, a limited
partnership for which B.F.P., L.L.C. is a general partner,
owns 138,600 shares. Mr. Baty has sole voting and dispositive
power with respect to all such shares, B.F.P., L.L.C. has sole
voting and dispositive power with respect to the shares that
it owns and Columbia Pacific Growth Fund '95, LP has sole
voting and dispositive power with respect to the shares that
it owns.
Page 5 of 10 Pages
An Index of Exhibits Appears on Page 10
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Item 1(a). Name of Issuer.
This Schedule 13G relates to Emeritus Corporation, a
Washington corporation (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at
Suite 500, 3131 Elliott Avenue, Seattle, Washington 98121.
Item 2(a). Name of Person Filing.
This Schedule 13G relates to Daniel R. Baty and B.F.P.,
L.L.C.
Item 2(b). Address of Principal Business Office.
The business address of Daniel R. Baty is Suite 500, 3131
Elliott Avenue, Seattle, Washington 98121 and the business
address of B.F.P., L.L.C. is Suite 500, 3131 Elliott Avenue,
Seattle, Washington 98121.
Item 2(c). Citizenship.
Mr. Baty is a United States citizen and B.F.P., L.L.C. is
a Washington limited liability company.
Item 2(d). Title of Class of Securities.
This Schedule 13G relates to the Company's common stock,
$.0001 par value per share (the "Common Stock").
Item 2(e). CUSIP Number.
The CUSIP Number for the Company's Common Stock is 291005
10 6.
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b), 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)( )Insurance Company as defined in Section 3(a)(19) of the Act,
(d)( )Investment Company registered under Section 8 of the
Investment Company Act,
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(e)( )Investment Advisor registered under Section 203 of the
Investment Advisors Act of 1940,
(f)( )Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund,
(g)( )Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G),
(h)( )Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Not applicable.
Item 4. Ownership.
Daniel R. Baty owns 363,820 shares of Common Stock,
B.F.P., L.L.C., a Washington limited liability company of
which Mr. Baty is the managing member, owns 2,479,400 shares
of Common Stock and Columbia Pacific Growth Fund '95, LP, a
limited partnership for which B.F.P., L.L.C. is a general
partner, owns 138,600 shares. Mr. Baty has sole voting and
dispositive power with respect to all such shares, which
constitute 27.1% of the outstanding shares of Common Stock of
the Company.
B.F.P., L.L.C. has sole voting and dispositive power with
respect to the 2,479,400 shares that it owns and the 138,600
shares that Columbia Pacific Growth Fund '95, LP owns, which
together constitute 23.8% of the outstanding shares of Common
Stock of the Company.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
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Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
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SIGNATURE
The undersigned, after reasonable inquiry and to their
best knowledge and belief, hereby certify that the information
set forth in this statement is true, complete and correct and
agree that this statement is filed on behalf of each of them.
Dated: February 14, 1997
/s/ Daniel R. Baty
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Daniel R. Baty
B.F.P., L.L.C.
/s/ Daniel R. Baty
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By Daniel R. Baty
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Its Managing Member
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EXHIBIT INDEX
Statement required by reporting persons pursuant to
Rule 13d-1(f)(1) (see signature page).
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