-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gq0ggDqiyV47nBQ4KMkGhNtPCfYQCxeXvTcZhGVWdMJvUGKFzdQlwAJXehhEikkB BkKeLdreWzydFvq9X29I4Q== 0001209191-05-059673.txt : 20051123 0001209191-05-059673.hdr.sgml : 20051123 20051123200637 ACCESSION NUMBER: 0001209191-05-059673 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051122 FILED AS OF DATE: 20051123 DATE AS OF CHANGE: 20051123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FORTRESS INVESTMENT FUND II LLC CENTRAL INDEX KEY: 0001178291 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32641 FILM NUMBER: 051226282 MAIL ADDRESS: STREET 1: 1251 AVE OF AMERICAS 16TH CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FORTRESS INVESTMENT TRUST II CENTRAL INDEX KEY: 0001176340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32641 FILM NUMBER: 051226281 BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127986100 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FORTRESS INVESTMENT FUND LLC CENTRAL INDEX KEY: 0001245518 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32641 FILM NUMBER: 051226285 BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICA 16 FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127986100 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICA 16 FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FORTRESS INVESTMENT GROUP LLC CENTRAL INDEX KEY: 0001245521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32641 FILM NUMBER: 051226287 BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICA 16 FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127986100 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICA 16 FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Brookdale Senior Living Inc. CENTRAL INDEX KEY: 0001332349 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 203068069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 330 NORTH WABASH STREET 2: SUITE 1400 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: (312) 977-3700 MAIL ADDRESS: STREET 1: 330 NORTH WABASH STREET 2: SUITE 1400 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FIT-ALT INVESTORS LLC CENTRAL INDEX KEY: 0001344435 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32641 FILM NUMBER: 051226280 BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-798-6100 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FORTRESS BROOKDALE ACQUISITION LLC CENTRAL INDEX KEY: 0001120699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32641 FILM NUMBER: 051226279 BUSINESS ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127986100 MAIL ADDRESS: STREET 1: 1301 AVENUE OF THE AMERICAS STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fortress Investment Holdings LLC CENTRAL INDEX KEY: 0001292513 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32641 FILM NUMBER: 051226288 BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: (212) 798-6100 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fortress Fund MM LLC CENTRAL INDEX KEY: 0001293245 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32641 FILM NUMBER: 051226286 BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: (212) 798-6100 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FORTRESS FUND MM II LLC CENTRAL INDEX KEY: 0001328139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32641 FILM NUMBER: 051226283 BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS STREET 2: 16 FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-798-6100 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS STREET 2: 16 FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FORTRESS REGISTERED INVESTMENT TRUST CENTRAL INDEX KEY: 0001101762 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32641 FILM NUMBER: 051226284 BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS 16 FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127986100 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS 16FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 4 1 y14973a_fortress.xml MAIN DOCUMENT DESCRIPTION X0202 4 2005-11-22 0001332349 Brookdale Senior Living Inc. BKD 0001292513 Fortress Investment Holdings LLC 1251 AVENUE OF THE AMERICAS 16TH FLOOR NEW YORK NY 10020 0 0 1 0 0001245521 FORTRESS INVESTMENT GROUP LLC 1251 AVENUE OF THE AMERICAS 16TH FLOOR NEW YORK NY 10020 0 0 1 0 0001293245 Fortress Fund MM LLC 1251 AVENUE OF THE AMERICAS 16TH FLOOR NEW YORK NY 10020 0 0 1 0 0001245518 FORTRESS INVESTMENT FUND LLC 1251 AVENUE OF THE AMERICAS 16TH FLOOR NEW YORK NY 10020 0 0 1 0 0001101762 FORTRESS REGISTERED INVESTMENT TRUST 1251 AVENUE OF THE AMERICAS 16TH FLOOR NEW YORK NY 10020 0 0 1 0 0001120699 FORTRESS BROOKDALE ACQUISITION LLC 1251 AVENUE OF THE AMERICAS 16TH FLOOR NEW YORK NY 10020 0 0 1 0 0001328139 FORTRESS FUND MM II LLC 1251 AVENUE OF THE AMERICAS 16TH FLOOR NEW YORK NY 10020 0 0 1 0 0001178291 FORTRESS INVESTMENT FUND II LLC 1251 AVENUE OF THE AMERICAS 16TH FLOOR NEW YORK NY 10020 0 0 1 0 0001176340 FORTRESS INVESTMENT TRUST II 1251 AVENUE OF THE AMERICAS 16TH FLOOR NEW YORK NY 10020 0 0 1 0 0001344435 FIT-ALT INVESTORS LLC 1251 AVENUE OF THE AMERICAS 16TH FLOOR NEW YORK NY 10020 0 0 1 0 Common Stock 2005-11-22 4 P 0 18750 19.00 A 18750 I By Drawbridge Special Opportunities Fund Ltd. Common Stock 2005-11-22 4 P 0 106250 19.00 A 106250 I By Drawbridge Special Opportunities Fund LP Common Stock 2005-11-22 4 P 0 125000 19.00 A 125000 I By Drawbridge Global Macro Master Fund Ltd. Common Stock 13228000 I By FIT-ALT Investor LLC Common Stock 20000000 I By Fortress Investment Trust II Common Stock 9929000 I By Fortress Brookdale Acquisition LLC Drawbridge Special Opportunities Advisors LLC is the investment manager of Drawbridge Special Opportunities Fund Ltd. and may be deemed to beneficially own the shares ("Shares") of common stock of Brookdale Senior Living Inc. listed as beneficially owned by Drawbridge Special Opportunities Fund Ltd. Fortress Investment Group LLC is the sole managing member of Drawbridge Special Opportunities Advisors LLC. Fortress Investment Group LLC is 100% owned by Fortress Investment Holdings LLC, an entity which is owned by certain individuals, including Wesley R. Edens. Each reporting person disclaims beneficial ownership of all reported Shares except to the extent of its pecuniary interest therein, if any. Drawbridge Special Opportunities Advisors LLC is the investment manager of Drawbridge Special Opportunities Fund LP and may be deemed to beneficially own the Shares listed as beneficially owned by Drawbridge Special Opportunities Fund LP. Fortress Investment Group LLC is the sole managing member of Drawbridge Special Opportunities Advisors LLC. Fortress Investment Group LLC is 100% owned by Fortress Investment Holdings LLC, an entity which is owned by certain individuals, including Wesley R. Edens. Each reporting person disclaims beneficial ownership of all reported Shares except to the extent of its pecuniary interest therein, if any. Drawbridge Global Macro Master Fund Ltd. is 100% owned by Drawbridge Global Macro Fund LP and Drawbridge Global Macro Fund Ltd. Drawbridge Global Macro Advisors LLC is the investment manager of each of Drawbridge Global Macro Fund LP and Drawbridge Global Macro Fund Ltd. Fortress Investment Group LLC is the sole managing member of Drawbridge Global Macro Advisors LLC. Fortress Investment Group LLC is 100% owned by Fortress Investment Holdings LLC, an entity which is owned by certain individuals, including Wesley R. Edens. Each reporting person disclaims beneficial ownership of all reported Shares except to the extent of its pecuniary interest therein, if any. Includes 13,228,000 shares held by FIT-ALT Investor LLC, 20,000,000 shares held by Fortress Investment Trust II and 9,929,000 shares held by Fortress Brookdale Acquisition LLC. FIT-ALT Investor LLC is a wholly-owned subsidiary of Fortress Investment Trust II, which is a wholly-owned subsidiary of Fortress Investment Fund II LLC. Fortress Investment Fund II LLC is managed by its managing member, Fortress Fund MM II LLC, which is managed by its managing member Fortress Investment Group LLC. Fortress Brookdale Acquisition LLC is majority owned by Fortress Registered Investment Trust, which is 100% owned by Fortress Investment Fund LLC. Fortress Investment Fund LLC is managed by its managing member, Fortress Fund MM LLC, which is managed by its managing member Fortress Investment Group LLC. Fortress Investment Group LLC is 100% owned by Fortress Investment Holdings LLC. See signatures included in Exhibit 99.1 2005-11-23 EX-99 2 y14973a_fortress.txt ADDITIONAL EXHIBITS EXHIBIT 99.1 This Statement on Form 4 is filed by Fortress Investment Holdings LLC, Fortress Investment Group LLC, Fortress Fund MM LLC, Fortress Investment Fund LLC, Fortress Registered Investment Trust, Fortress Brookdale Acquisition LLC, Fortress MM II LLC, Fortress Investment Fund II LLC, Fortress Investment Trust II and FIT-ALT Investor LLC. The principal business address of each of the Reporting Persons is 1251 Avenue of the Americas, 16th Floor, New York, NY 10020. Name of Designated Filer: Fortress Investment Holdings LLC Date of Event Requiring Statement: November 22, 2005 Issuer Name and Ticker or Trading Symbol: Brookdale Senior Living Inc. (BKD) FORTRESS INVESTMENT HOLDINGS LLC /s/ Randal A Nardone ------------------------------------------ By: Randal A. Nardone Its: Manager FORTRESS INVESTMENT GROUP LLC /s/ Randal A Nardone ------------------------------------------ By: Randal A. Nardone Its: Chief Operating Officer FORTRESS FUND MM LLC By: FORTRESS INVESTMENT GROUP LLC, its Managing Member /s/ Randal A Nardone ------------------------------------------ By: Randal A. Nardone Its: Chief Operating Officer FORTRESS INVESTMENT FUND LLC By: FORTRESS FUND MM LLC, its Managing Member By: Fortress Investment Group LLC, its Managing Member /s/ Randal A Nardone ------------------------------------------ By: Randal A. Nardone Its: Chief Operating Officer FORTRESS REGISTERED INVESTMENT TRUST /s/ Randal A Nardone ------------------------------------------ By: Randal A. Nardone Its: Chief Operating Officer and Secretary FORTRESS BROOKDALE ACQUISITION LLC /s/ Randal A Nardone ------------------------------------------ By: Randal A. Nardone Its: Chief Operating Officer and Secretary FORTRESS FUND MM II LLC By: FORTRESS INVESTMENT GROUP LLC, its Managing Member /s/ Randal A Nardone ------------------------------------------ By: Randal A. Nardone Its: Chief Operating Officer -----END PRIVACY-ENHANCED MESSAGE-----