Fortress Registered Investment Trust – ‘SC TO-C’ on 7/27/00 re: Brookdale Living Communities Inc

On:  Thursday, 7/27/00, at 3:25pm ET   ·   Accession #:  950172-0-1305   ·   File #:  5-51593

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Tender-Offer Statement — Preliminary Communication   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-C     Tender-Offer Statement -- Preliminary                  4±    18K 
                          Communication                                          


=============================================================================== 
SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, D.C. 20549    
--------------    
SCHEDULE TO     
(RULE 14D-100)    
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)     
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934    

BROOKDALE LIVING COMMUNITIES, INC.    
(Name of Subject Company (Issuer))    

FORTRESS BROOKDALE ACQUISITION LLC    
(Names of Filing Persons (Offerors))    

COMMON STOCK, PAR VALUE $.O1 PER SHARE    
(Title of Class of Securities)    
--------------    

(CUSIP Number of Class of Securities)     
--------------    
Randal A. Nardone     
Fortress Investment Holdings, LLC     
1301 Avenue of the Americas     
New York, New York 10019    
Telephone: (212) 798-6100     
(Name, address and telephone number of    
person authorized to receive notices    
and communications on behalf of filing persons)     
Copy to:    
J. Gregory Milmoe, Esq.     
Skadden, Arps, Slate, Meagher & Flom LLP    
Four Times Square     
New York, New York 10036    
Telephone: (212) 735-3000     

|X| Check the box if the filing relates solely to preliminary                   
communications made before the commencement of a tender offer.                  

Check the appropriate boxes below to designate any transactions to which the    
statement relates:                                                              
|X|   third-party tender offer subject to Rule 14d-1.                           
|_|   issuer tender offer subject to Rule 13e-4.                                
|X|   going-private transaction subject to Rule 13e-3.                          
|_|   amendment to Schedule 13D under Rule 13d-2.                               
Check the following box if the filing is a final amendment reporting the        
results of the tender offer: |_|                                                
=============================================================================== 

FOR FURTHER INFORMATION:                                                        

AT: BROOKDALE LIVING                AT: FORTRESS BROOKDALE                      
COMMUNITIES, INC.                   ACQUISITION LLC                             
Mark J.  Schulte                    Lilly H. Donohue                            
Chairman, President and             Vice President of Fortress Investment       
Chief Executive Officer             Fund LLC                                    
312-977-3700                        212-798-6118                                

AT: EDELMAN PUBLIC RELATIONS                                                    
Kenneth G.  Trantowski                                                          
Executive Vice President &                                                      
General Manager                                                                 
312-240-2625                                                                    

FOR IMMEDIATE RELEASE                                                           
July 26, 2000                                                                   

BROOKDALE LIVING COMMUNITIES, INC. SIGNS    
DEFINITIVE MERGER AGREEMENT WITH FORTRESS     
BROOKDALE ACQUISITION LLC     

STOCKHOLDERS TO RECEIVE $15.25 PER SHARE IN CASH    

JULY 26, 2000 - Brookdale Living Communities, Inc. ("Brookdale") (Nasdaq:       
BLCI), a leading provider of senior and assisted living services to the         
elderly, and Fortress Brookdale Acquisition LLC ("Purchaser"), a joint          
venture owned by an affiliate of Fortress Investment Fund LLC ("Fortress")      
and an affiliate of Capital Z Partners ("Health Partners"), today announced     
that they have signed a definitive merger agreement providing for the           
acquisition of all of Brookdale's outstanding shares of common stock not        
already owned by Purchaser for $15.25 per share in cash. As previously          
announced, in May 2000, Purchaser purchased approximately 39.9% of              
Brookdale's outstanding common stock from a principal stockholder               
of Brookdale for $15.00 per share. Health Partners has also agreed to           
contribute to the Purchaser its $100,000,000 5 1/2% Convertible                 
Subordinated Note due 2009 issued by Brookdale which is convertible into        
approximately 5.5 million shares of Brookdale's common stock.                   

The all-cash transaction, which is structured as a $15.25 per-share cash        
tender offer followed by a second-step merger of Brookdale with a               
subsidiary of Purchaser, is valued at approximately $91 million excluding       
shares already owned by Purchaser. The tender offer is expected to commence     
on August 1, 2000 and conclude on September 5, 2000. Brookdale has              
approximately 15.4 million shares outstanding on a fully diluted basis,         
including approximately 4.0 million shares owned by Purchaser. Brookdale's      
Board of Directors, acting upon the unanimous recommendation of a committee     
of independent directors composed entirely of non-management directors (the     
"Independent Committee"), recommends that the stockholders of Brookdale         
(other than Purchaser and its affiliates) tender their shares pursuant to       
the tender offer. The Independent Committee and the Brookdale Board             
received an opinion from Merrill Lynch & Co., the Independent Committee's       
financial advisor, to the effect that the $15.25 per share price in the         
tender offer and the merger is fair to the stockholders of Brookdale (other     
than Purchaser and its affiliates) from a financial point of view.              

"This merger announcement is exciting for several reasons," said Mark J.        
Schulte, Chairman, President and Chief Executive Officer of Brookdale. "We      
believe that this transaction maximizes existing stockholder value by           
giving stockholders a 40% premium to where our stock was trading prior to       
the announcement of Purchaser's initial purchase in April 2000. This            
transaction also secures the sponsorship of two major private equity funds      
to continue Brookdale's growth which is particularly important given the        
current weakness in the public markets with respect to assisted living and      
health care companies."                                                         

"We are very pleased to be making this investment in Brookdale," said           
Wesley R. Edens, Chairman and Chief Executive Officer of Fortress. "We          
firmly believe Brookdale's strong management team under Mark's continuing       
leadership, solid operations, urban focus and high quality real estate          
positions Brookdale to be a consolidator and major player in the near and       
long term."                                                                     

Day-to-day operations of Brookdale will not change following the                
acquisition despite the change in ownership. The Company's current              
leadership team will remain intact with Mark Schulte continuing in his role     
as Chairman, President and Chief Executive Officer of Brookdale.                

The tender offer and merger will be subject to certain customary                
conditions; however, the tender offer is not subject to a financing             
condition or a condition that any minimum number of shares be tendered. In      
addition, the waiting period under the Hart-Scott-Rodino Act was satisfied      
in connection with Purchaser's initial purchase of Brookdale stock in May       
2000.                                                                           

Purchaser will be paid an expense reimbursement payment of $750,000 in the      
event that the Independent Committee receives a higher offer from a third       
party and accepts that offer pursuant to the exercise of its fiduciary          
duties. Other than the expense reimbursement payment, no other "break-up"       
or "commitment" fee would be payable in such event.                             

Fortress is a real estate opportunity fund located in New York with over        
$870 million of private equity capital. Fortress focuses on real                
estate-related investments worldwide.                                           

Based in New York, Capital Z Financial Services Fund II, L.P. (the general      
partner of Health Partners) is a $1.85 billion global private equity fund       
that focuses exclusively on investments in the insurance, financial             
services and health care services industries. The fund, which was formed in     
August 1998, is managed by Capital Z Partners, a global alternative asset       
management firm headquartered in New York City with offices or affiliates       
in London and Hong Kong. Capital Z Partners also manages Capital Z              
Investments, L.P., a $1.5 billion fund which focuses exclusively on             
investments in private equity funds, hedge funds and other alternative          
investment vehicles. Since 1990, Capital Z Partners and its predecessor         
funds have invested in excess of $1.5 billion in over 50 transactions with      
an aggregate market value in excess of $12 billion.                             

In addition, Brookdale today announced it had signed a definitive agreement     
to purchase four of the facilities that Brookdale currently leases and          
operates from the lessor, an affiliate of Senior Housing Properties Trust,      
for $123 million. The facilities to be purchased consist of The Hallmark,       
located in Chicago, Illinois, The Springs of East Mesa, located in Mesa,        
Arizona, The Gables at Brighton, located in Brighton, New York, and Park        
Place, located in Spokane, Washington, and in the aggregate contain 837         
units. In accordance with the purchase agreement, Brookdale is required to      
make a $12.3 million earnest money escrow deposit, creditable against the       
purchase price, and the purchase must be completed by October 31, 2000.         

THE TENDER OFFER FOR THE OUTSTANDING SHARES OF COMMON STOCK OF BROOKDALE        
DESCRIBED IN THIS ANNOUNCEMENT HAS NOT YET COMMENCED, AND THIS ANNOUNCEMENT     
IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL          
SECURITIES. THE TENDER OFFER WILL BE MADE ONLY THROUGH PURCHASER'S OFFER TO     
PURCHASE AND THE RELATED LETTER OF TRANSMITTAL. WE URGE INVESTORS AND           
SECURITY HOLDERS TO READ THE FOLLOWING DOCUMENTS WHEN THEY BECOME               
AVAILABLE, REGARDING THE TENDER OFFER AND THE MERGER (DESCRIBED ABOVE),         
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION:                                

o     PURCHASER'S TENDER OFFER STATEMENT ON SCHEDULE  TO                        
INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL              
AND NOTICE OF GUARANTEED DELIVERY                                   

o     BROOKDALE'S SOLICITATION/RECOMMENDATION STATEMENT ON                      
SCHEDULE 14-D-9.                                                    

THESE DOCUMENTS AND AMENDMENTS TO THESE DOCUMENTS WILL BE FILED WITH THE        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WHEN THE TENDER OFFER          
COMMENCES. WHEN THESE AND OTHER DOCUMENTS ARE FILED WITH THE SEC, THEY MAY      
BE OBTAINED FREE AT THE SEC'S WEB SITE AT WWW.SEC.GOV. YOU MAY ALSO OBTAIN      
FOR FREE EACH OF THESE DOCUMENTS (WHEN AVAILABLE) FROM THE INFORMATION          
AGENT FOR THE OFFER, TO BE ANNOUNCED.                                           

Brookdale Living Communities, Inc. is a leading national provider of senior     
and assisted living services to the elderly, with 24 facilities in 14           
states containing an aggregate of approximately 5,328 units in urban and        
suburban communities. Additional information is available on Brookdale's        
web site at www.brookdaleliving.com.                                            

This news release contains certain forward-looking statements. When used in     
this news release, the words "believes," "expects," "anticipates,"              
"estimates" and similar words or expressions are generally intended to          
identify forward-looking statements. These forward- looking statements          
involve risks and uncertainties, such as the risks detailed in Brookdale's      
filings with the Securities and Exchange Commission.                            

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC TO-C’ Filing		Date		Other Filings
		10/31/00
		9/5/00
		8/1/00		SC 14D9,  SC TO-T
Filed on:		7/27/00
		7/26/00		8-K
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