<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
AMENDMENT NO. 3
Information statement pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
EMERITUS CORPORATION
(Name of Issuer)
COMMON STOCK, $.0001 PAR VALUE
(Title of Class of Securities)
291005 10 6
(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 13 Pages
An Index of Exhibits Appears on Page 13
<PAGE>
SCHEDULE 13G
CUSIP No. AMENDMENT NO. 3 Page 2 of 13 Pages
291005 10 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel R. Baty
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)( )
(b)( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 3,511,130(1)
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,511,130(1)
WITH 8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,511,130(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
33.49%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 13 Pages
An Index of Exhibits Appears on Page 13
<PAGE>
NOTES TO SCHEDULE 13G FOR
DANIEL R. BATY
(1) Daniel R. Baty owns 591,180 shares of Common Stock, which
includes 204,000 shares of Common Stock issuable upon the
exercise of options, and B.F., Limited Partnership, a
Washington limited partnership of which Mr. Baty is a
limited partner, owns 2,919,950 shares of Common Stock.
Mr. Baty is also sole owner of Columbia-Pacific Group,
Inc., a Washington corporation and the general partner of
B.F., Limited Partnership, which Mr. Baty has sole voting
and dispositive power with respect to the shares that he
owns and, through Columbia-Pacific Group, Inc., the
shares that are owned by B.F., Limited Partnership.
Page 3 of 13 Pages
An Index of Exhibits Appears on Page 13
<PAGE>
CUSIP No. SCHEDULE 13G Page 4 of 13 Pages
291005 10 6 AMENDMENT NO. 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B.F., Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)( )
(b)( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
5 SOLE VOTING POWER
NUMBER OF 2,919,950(1)
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,919,950(1)
WITH 8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,919,950(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
27.85%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 13 Pages
An Index of Exhibits Appears on Page 13
<PAGE>
NOTES TO SCHEDULE 13G FOR
B.F., Limited Partnership
(1) Daniel R. Baty owns 591,180 shares of Common Stock, which
includes 204,000 shares of Common Stock issuable upon the
exercise of options, and B.F., Limited Partnership, a
Washington limited partnership of which Mr. Baty is a
limited partner, owns 2,919,950 shares of Common Stock.
Mr. Baty is also sole owner of Columbia-Pacific Group,
Inc., a Washington corporation and the general partner of
B.F., Limited Partnership, which Mr. Baty has sole voting
and dispositive power with respect to the shares that he
owns and, through Columbia-Pacific Group, Inc., the
shares that are owned by B.F., Limited Partnership.
Page 5 of 13 Pages
An Index of Exhibits Appears on Page 13
<PAGE>
CUSIP No. SCHEDULE 13G Page 6 of 13 Pages
291005 10 6 AMENDMENT NO. 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Columbia-Pacific Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)( )
(b)( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
5 SOLE VOTING POWER
NUMBER OF 2,919,950(1)
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,919,950(1)
WITH 8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,919,950(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
27.85%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 13 Pages
An Index of Exhibits Appears on Page 13
<PAGE>
NOTES TO SCHEDULE 13G FOR
Columbia-Pacific Group, Inc.
(1) Daniel R. Baty owns 591,180 shares of Common Stock, which
includes 204,000 shares of Common Stock issuable upon the
exercise of options, and B.F., Limited Partnership, a
Washington limited partnership of which Mr. Baty is a limited
partner, owns 2,919,950 shares of Common Stock. Mr. Baty is
also sole owner of Columbia-Pacific Group, Inc., a Washington
corporation and the general partner of B.F., Limited
Partnership, which Mr. Baty has sole voting and dispositive
power with respect to the shares that he owns and, through
Columbia-Pacific Group, Inc., the shares that are owned by
B.F., Limited Partnership.
Page 7 of 13 Pages
An Index of Exhibits Appears on Page 13
<PAGE>
CUSIP No. SCHEDULE 13G Page 8 of 13 Pages
291005 10 6 AMENDMENT NO. 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B.F.P., L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)( )
(b)( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
5 SOLE VOTING POWER
NUMBER OF None
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH 8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
None
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 13 Pages
An Index of Exhibits Appears on Page 13
<PAGE>
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
3131 Elliott Avenue, Suite 500, Seattle, Washington 98121.
Item 2(a). Name of Person Filing.
This Schedule 13G relates to Daniel R. Baty, B.F.,
Limited Partnership, Columbia-Pacific Group, Inc. and B.F.P.,
L.L.C.
Item 2(b). Address of Principal Business Office.
The business address of Daniel R. Baty and Columbia
Pacific Group, Inc. is 3131 Elliott Avenue, Suite 500,
Seattle, Washington 98121, the business address of B.F.,
Limited Partnership. is 3131 Elliott Avenue, Suite 500,
Seattle, Washington 98121 and the business address of B.F.P.,
L.L.C. is 3131 Elliott Avenue, Suite 500, Seattle, Washington
98121.
Item 2(c). Citizenship.
Mr. Baty is a United States citizen, B.F., Limited
Partnership is a Washington limited partnership, Columbia-
Pacific Group, Inc. is a Washington corporation 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,
Page 9 of 13 Pages
An Index of Exhibits Appears on Page 13
<PAGE>
(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,
(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 591,180 shares of Common Stock, which
includes 204,000 shares of Common Stock issuable upon the
exercise of options, and B.F., Limited Partnership., a
Washington limited partnership of which Columbia-Pacific
Group, Inc. is the general partner and Mr. Baty is a limited
partner, owns 2,919,950 shares of Common Stock. Mr. Baty has
sole voting and dispositive power with respect to all such
shares, which constitute 33.49% of the outstanding shares of
Common Stock of the Company.
B.F., Limited Partnership has sole voting and dispositive
power with respect to the 2,919,950 shares that it owns, which
constitute 27.85% of the outstanding shares of Common Stock of
the Company.
Item 5. Ownership of Five Percent or Less of a Class.
B.F.P., L.L.C, as of January 7, 1997, has ceased to be
the beneficial owner of the Common Stock of the Company.
Page 10 of 13 Pages
An Index of Exhibits Appears on Page 13
<PAGE>
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.
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.
Page 11 of 13 Pages
An Index of Exhibits Appears on Page 13
<PAGE>
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 11, 1999
/s/ Daniel R. Baty
Daniel R. Baty
Columbia-Pacific Group, Inc.
By /s/ Daniel R. Baty
Daniel R. Baty, President
B.F., Limited Partnership
By Columbia-Pacific Group,Inc.
Its General Partner
By /s/ Daniel R. Baty
Daniel R. Baty, President
Page 12 of 13 Pages
An Index of Exhibits Appears on Page 13
<PAGE>
EXHIBIT INDEX
Statement required by reporting persons pursuant to
Rule 13d-1(f)(1) (see signature page).
Page 13 of 13 Pages
An Index of Exhibits Appears on Page 13
