X0201 4 2003-07-31 1 0001001604 EMERITUS CORP\WA\ ESC 0001053005 NORTHSTAR CAPITAL INVESTMENT CORP 527 MADISON AVENUE, 16TH FLOOR NEW YORK NY 10022 0 0 1 0 Series A Convertible Exchangeable Redeemable Preferred Stock 18.2 2003-07-31 4 S 0 12500 10000000 D 1997-10-24 2004-10-24 Common Stock, $.001 par value 686813 12500 I Held by Merit Partners, LLC, an indirect, wholly owned subsidiary Series A Convertible Exchangeable Redeemable Preferred Stock 18.2 2003-08-29 4 S 0 12500 10000000 D 1997-10-24 2004-10-24 Common Stock, $.001 par value 686813 0 I Held by Merit Partners, LLC, an indirect, wholly owned subsidiary As previously reported on Schedule 13D, pursuant to a Repurchase Agreement, dated as of May 14, 2003, as amended by the Letter Agreement, dated June 25, 2003, and the Letter Agreement, dated July 30, 2003, by and between the Issuer and Merit Partners, LLC, an indirect, wholly owned subsidiary of the reporting person ("MP"), the Issuer agreed to repurchase all of the 25,000 Series A Cumulative Convertible Exchangeable Redeemable Preferred Stock, par value $0.0001 per share (the "Preferred Shares"), of the Issuer, held by MP in two closings. At the first of such closings, which occurred on July 31, 2003, the Issuer repurchased 12,500 of the Preferred Shares, together with all accrued dividends thereon, for $10 million. At the second of such closings, which occurred on August 29, 2003, the Issuer repurchased the remaining 12,500 Preferred Shares, together with all accrued dividends thereon, for a cash purchase price of $10 million. Accordingly, the reporting person no longer beneficially owns any of the Common Shares or any other securities of the Issuer. /s/ Richard J. McCready, Vice President of NorthStar Capital Investment Corp., the General Partner of NorthStar Partnership, L.P., the sole member of the Reporting Person 2003-09-17