<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
________________________________
EMERITUS CORPORATION
__________________________________________
(Name of Issuer)
Common Stock, .0001 par value
_________________________________________________________
(Title of Class of Securities)
291005106
________________________________________
(CUSIP Number of Class of Securities)
Daniel R. Baty Michael E. Stansbury
Emeritus Corporation with a copy to: Perkins Coie LLP
3131 Elliot Avenue, Suite 500 1201 Third Avenue, 40th Floor
Seattle, WA 98121 Seattle, Washington 98101
(206) 289-2909 (206) 583-8888
_______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 30, 2000
_________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_]
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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SCHEDULE 13D
_________________________ ________________________
CUSIP No. 291005 10-6 Page 2 of 7 Pages
-----------
________________________________________________________________________________
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Daniel R. Baty
________________________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
2 (b) [_]
________________________________________________________________________________
SEC USE ONLY
3
________________________________________________________________________________
SOURCE OF FUNDS*
4
00
________________________________________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
5 2(d) or 2(e) [_]
________________________________________________________________________________
CITIZENSHIP OR PLACE OF ORGANIZATION
6
USA
________________________________________________________________________________
SOLE VOTING POWER
7
3,721,766
NUMBER OF ________________________________________________________
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY Not applicable
EACH ________________________________________________________
REPORTING SOLE DISPOSITIVE POWER
PERSON 9
WITH 3,721,766
________________________________________________________
SHARED DISPOSITIVE POWER
10
Not applicable
________________________________________________________________________________
AGGREGATE AMOUNT BENEFICIALLY OWNED BY DANIEL R. BATY
11
3,721,766
________________________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
12
________________________________________________________________________________
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
36.50%/1/
________________________________________________________________________________
TYPE OF REPORTING PERSON
14
IN
________________________________________________________________________________
_______________
/1/ Daniel R. Baty owns 766,316 shares of Common Stock, which includes
108,936 shares of Common Stock issuable upon the exercise of options, and B.F.,
Limited Partnership, a Washington limited partnership of which Mr. Baty is
limited partner, owns 2,955,450 shares of Common Stock. Mr. Baty is also sole
owner of Columbia-Pacific Group, Inc., a Washington corporation and general
partner of B.F., Limited Partnership. 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. The
percentage is based on 10,088,673 shares of Common Stock outstanding as of
6/30/00.
<PAGE>
SCHEDULE 13D
_________________________ ______________________
CUSIP No. 291005 10-6 Page 3 of 7 Pages
-----------
________________________________________________________________________________
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
B.F. Limited Partnership
________________________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
2
________________________________________________________________________________
SEC USE ONLY
3
________________________________________________________________________________
SOURCE OF FUNDS*
4
00
________________________________________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) [_]
________________________________________________________________________________
CITIZENSHIP OR PLACE OF ORGANIZATION
6
State of Washington
________________________________________________________________________________
SOLE VOTING POWER
7
NUMBER OF 2,955,450/2/
SHARES _________________________________________________________
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH Not applicable
REPORTING _________________________________________________________
PERSON SOLE DISPOSITIVE POWER
WITH 9
2,955,450/2/
_________________________________________________________
SHARED DISPOSITIVE POWER
10
Not applicable
________________________________________________________________________________
AGGREGATE AMOUNT BENEFICIALLY OWNED BY DANIEL R. BATY
11
2,955,450/2/
________________________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
12
________________________________________________________________________________
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
29.29%/2/
________________________________________________________________________________
TYPE OF REPORTING PERSON
14
PN
________________________________________________________________________________
______________________
/2/ Daniel R. Baty owns 766,316 shares of Common Stock, which includes
108,936 shares of Common Stock issuable upon the exercise of options, and B.F.,
Limited Partnership, a Washington limited partnership of which Mr. Baty is
limited partner, owns 2,955,450 shares of Common Stock. Mr. Baty is also sole
owner of Columbia-Pacific Group, Inc., a Washington corporation and general
partner of B.F., Limited Partnership. 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. The
percentage is based on 10,088,673 shares of Common Stock outstanding as of
6/30/00.
<PAGE>
SCHEDULE 13D
_________________________ _______________________
CUSIP No. 291005 10-6 Page 4 of 7 Pages
-----------
________________________________________________________________________________
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Columbia-Pacific Group, Inc.
________________________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
2 (b) [_]
________________________________________________________________________________
SEC USE ONLY
3
________________________________________________________________________________
SOURCE OF FUNDS*
4
00
________________________________________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
5 2(d) or 2(e) [_]
________________________________________________________________________________
CITIZENSHIP OR PLACE OF ORGANIZATION
6
State of Washington
________________________________________________________________________________
SOLE VOTING POWER
7
NUMBER OF 2,955,450/3/
SHARES _________________________________________________________
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH Not applicable
REPORTING _________________________________________________________
PERSON SOLE DISPOSITIVE POWER
WITH 9
2,955,450/3/
_________________________________________________________
SHARED DISPOSITIVE POWER
10
Not applicable
________________________________________________________________________________
AGGREGATE AMOUNT BENEFICIALLY OWNED BY DANIEL R. BATY
11
2,955,450/3/
________________________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
12
________________________________________________________________________________
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
29.29%/3/
________________________________________________________________________________
TYPE OF REPORTING PERSON
14
CO
________________________________________________________________________________
__________________
/3/ Daniel R. Baty owns 766,316 shares of Common Stock, which includes
108,936 shares of Common Stock issuable upon the exercise of options, and B.F.,
Limited Partnership, a Washington limited partnership of which Mr. Baty is
limited partner, owns 2,955,450 shares of Common Stock. Mr. Baty is also sole
owner of Columbia-Pacific Group, Inc., a Washington corporation and general
partner of B.F., Limited Partnership. 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. The
percentage is based on 10,088,673 shares of Common Stock outstanding as of
6/30/00.
<PAGE>
Item 1. Security and Issuer.
No amendment.
Item 2. Identity and Background.
This Schedule 13D relates to Daniel R. Baty, B.F., Limited Partnership, and
Columbia-Pacific Group, Inc. Mr. Baty is President and sole shareholder of
Columbia-Pacific Group, a Washington Corporation, which is the general partner
of the B.F., Limited Partnership of which Mr. Baty is also a limited partner.
The foregoing persons are filing this amendment number one to the statement on
Schedule 13D filed February 15, 2000 because as of June 30, 2000, they had
acquired Common Stock of the Company that resulted in an aggregate increase
greater than 1% of the outstanding Common Stock of the Company on June 30, 2000.
Mr. Baty's principal occupation is Chief Executive Officer and Chairman of
the Board of the Company. His principal business address is as set forth in Item
1 above. Mr. Baty is a citizen of the United States of America and has not
during the past five years been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), nor has he been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction or
been subject to any judgment, decree or final order relative thereto.
Item 3. Source and Amount of Funds or Other Consideration.
Since the filing of the original Schedule 13D on February 15, 2000, Mr.
Baty has purchased 112,200 shares of Common Stock, owned directly, and has
purchased 7,000 shares of Common Stock owned indirectly, through B.F., Limited
Partnership ("Partnership"), for a total additional 119,200 shares of Common
Stock. The shares of the Company purchased by Mr. Baty were purchased in the
open market through a registered broker-dealer, with personal funds of Mr. Baty,
and the shares purchased on behalf of the Partnership were purchased with
working capital funds of the Partnership.
Item 4. Purpose of Transaction
No amendment.
Item 5. Interest in Securities of Emeritus Corporation
(a) As of the date of this Amendment No. 1 to Schedule 13D, Daniel R. Baty
beneficially owns 766,316 shares of common stock, which includes 108,936 shares
of common stock issuable upon the exercise of options currently or within the
next 60 days.
As of the date of this Amendment No. 1 to Schedule 13D, B.F., Limited
Partnership beneficially owns 2,955,450 shares of common stock of the Company,
and Columbia-Pacific Group, Inc. beneficially owns, as general partner to B.F.,
Limited Partnership, the same 2,955,450 shares. Based on 10,088,673 shares of
common stock outstanding as of June 30, 2000, the beneficial ownership amounts
described above represent approximately 7.51% and 29.29%, respectively, of the
total outstanding shares of common stock.
<PAGE>
(b) Daniel R. Baty, both individually and in his capacity as President and
sole shareholder of Columbia-Pacific Group, Inc., General Partner of B.F.,
Limited Partnership, has the sole power to vote and to direct the vote of and
the sole power to dispose of and to direct the disposition of all 3,721,766
shares of common stock covered by this Schedule 13D.
(c) During the months of June 2000 and May 2000, Mr. Baty purchased a total
of 46,000 shares and 20,500 shares of common stock in the Company, respectively,
which acquisitions were reported on Form 4 Statements filed jointly by Mr. Baty
on behalf of himself and Columbia-Pacific Group, Inc. and B.F., Limited
Partnership. Those Statements were filed with the Securities and Exchange
Commission and the American Stock Exchange, on June 9, 2000 and July 10, 2000.
Also during the month of June 2000, B.F., Limited Partnership purchased 7,000
shares of common stock of the Company, which acquisition was reported on the
Joint Form 4 Statement filed by Mr. Baty July 10, 2000 with the Securities and
Exchange Commission and the American Stock Exchange.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of Emeritus Corporation
No amendment.
Item 7. Material to be Filed as Exhibits
None.
[Signatures appear on following page.]
<PAGE>
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.
July 28, 2000
__________________________________________________
(Date)
/s/ Daniel R. Baty
__________________________________________________
Daniel R. Baty
July 28, 2000
__________________________________________________
(Date)
B.F., Limited Partnership
__________________________________________________
By: Columbia-Pacific Group, Inc., General Partner
__________________________________________________
By: /s/ Daniel R. Baty
__________________________________________________
Daniel R. Baty, President
July 28, 2000
__________________________________________________
(Date)
Columbia-Pacific Group, Inc.
__________________________________________________
By: /s/ Daniel R. Baty
__________________________________________________
Daniel R. Baty, President
