UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. 1. Name and Address of Reporting Person(s) Mark J. Schulte 330 North Wabash Avenue Suite 1400 Chicago, IL 60611 2. Issuer Name and Ticker or Trading Symbol Brookdale Living Communities, Inc. (BLCI) 3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) 4. Statement for Month/Year 09/00 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [X] Director [ ] 10% Owner [X] Officer (give title below) [ ] Other (specify below) Chairman and Chief Executive Officer 7. Individual or Joint/Group Filing (Check Applicable Line) [X] Form filed by One Reporting Person [ ] Form filed by More than One Reporting Person

Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned ------------------------------------------------------------------------------------------------------------------------------------ 1)Title of Security 2)Trans- 3.Trans- 4.Securities Acquired(A) 5)Amount of 6) 7)Nature of action action or Disposed of (D) Securities Indirect Date Code A Beneficially D Beneficial (Month/ or Owned at or Ownership Day/Year) Code V Amount D Price End of Month I ------------------------------------------------------------------------------------------------------------------------------------ Common Stock 09/08/00 U 24,750 D $15.2500 D Common Stock 09/15/00 J (1) 286,957 D $15.2500 0 D Table II (PART 1) Derivative Securities Acquired, Disposed of, or Beneficially ~~Owned~~Owne0d (Columns 1 through 6) ------------------------------------------------------------------------------------------------------------------------------------ 1)Title of Derivative 2)Conversion 3)Trans- 4)Trans- 5)Number of Derivative 6)Date Exercisable and Security or Exercise action action Securities Acquired (A) Expiration Date Price of Date Code or Disposed of (D) Derivative Security Code V A D Exercisable Expiration ------------------------------------------------------------------------------------------------------------------------------------ Incentive Stock Option (right $11.5000 09/19/00 J (2) 29,782 (2) to buy) Incentive Stock Option (right $14.2800 09/19/00 J (12) ~~301~~5,000 (12) to buy) Non-Qualified Stock Option $1411.~~2800~~5000 09/19/00 J (12) ~~699~~105,218 (12) (right to buy) ~~Incentive~~Non-Qualified Stock Option ~~(right~~ $2114.~~1750~~2800 09/19/00 J (12) 185,~~888~~000 (12) (right to buy) Non-Qualified Stock Option $2123.~~1750~~4750 09/19/00 J (12) 649,~~112~~500 (12) (right to buy) Table II (PART 2) Derivative Securities Acquired, Disposed of, or Beneficially Owned (Columns 1,3 and 7 through 11) ------------------------------------------------------------------------------------------------------------------------------------ 1)Title of Derivative 3)Trans- 7)Title and Amount 8)Price 9)Number of 10) 11)Nature of Security action of Underlying of Deri- Derivative Indirect Date Securities vative Securities D Beneficial Amount or Security Beneficially or Ownership Number of Owned at I - Title Shares End of Month ------------------------------------------------------------------------------------------------------------------------------------ Incentive Stock Option (right 09/19/00 Common Stock (12) 0 D to buy) Incentive Stock Option (right 09/19/00 Common Stock (2) 0 D to buy) Non-Qualified Stock Option 09/19/00 Common Stock (12) 0 D (right to buy) ~~Incentive~~Non-Qualified Stock Option ~~(right~~ 09/19/00 Common Stock (12) 0 D (right to buy) Non-Qualified Stock Option 09/19/00 Common Stock (12) 0 D (right to buy) Explanation of Responses: (1) Pursuant to that certain Contribution and Consent Agreement, dated as of September 15, 2000, by and among Fortress Brookdale Investment Fund LLC, a Delaware limited liability company, Fortress Registered Investment Trust, a Delaware business trust, Health Partners, a Bermuda exempted partnership, Fortress Brookdale Acquisition LLC, a Delaware limited liability company ("Purchaser"), and Mark J. Schulte ("Schulte"), Schulte contributed 286,957 shares of Common Stock of Brookdale Living Communities, Inc., valued at $15.25 per share, to Purchaser in return for a 1.38% interest in Purchaser. (2) Brookdale Living Communities, Inc., a Delaware corporation (the "Corporation"), entered into that certain Agreement and Plan of Merger, dated as of July 26, 2000 (the "Merger Agreement"), by and among the Corporation, Fortress Registered Investment Trust, a Delaware business trust ("Fortress"), Fortress Brookdale Acquisition LLC, a Delaware limited liability company ("Purchaser"), owned by Parent, Health Partners, a Bermuda exempted partnership ("Health Partners"), and certain of their respective affiliates, and FBZ Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Purchaser ("Acquisition Sub"), pursuant to which, among other things, (i) on September 7, 2000, Purchaser completed a cash tender offer for all of the issued and outstanding shares of the Corporation's Common Stock, par value $0.01 per share ("Common Stock"), not already owned by Purchaser, for a purchase price of $15.25 per share (the "Offer") and (ii) on September 19, 2000, Acquisition Sub merged with and into the Corporation with the Corporation as the surviving corporation (the "Merger"), pursuant to which each share of Common Stock (other than Common Stock held in the treasury of the Corporation or held by Purchaser, Parent or any subsidiary of Purchaser or Parent), if any, not tendered in the Offer was automatically converted into the contractual right to receive $15.25 in cash, without interest thereon (the "Offer Price"). Pursuant to the Merger Agreement, the Corporation used its reasonable best efforts to cause, prior to the time of the Merger, each outstanding option granted under the Brookdale Living Communities, Inc. Stock Incentive Plan, 1998 Brookdale Living Communities, Inc. Stock Incentive Plan and 1999 Brookdale Living Communities, Inc. Stock Incentive Plan, as amended, whether or not such option was then exercisable, to be cancelled. In consideration for the cancellation of each option with an exercise price less than the Offer Price, whether or not then vested or exercisable (each, an "In-the-Money Option"), the Corporation, in connection with the Merger, paid to the holder of such In-the-Money Option an amount equal to the product of (a) the excess of the Offer Price over the exercise price of such In-the-Money Option multiplied by (b) the number of shares of Common Stock subject to such In-the-Money Option immediately prior to its cancellation (such payment to be net of any required withholding taxes and without interest) (the "Cancellation Consideration"). Each In-the-Money Option not cancelled, as of the time of the Merger, was automatically converted into the right to receive the Cancellation Consideration. Each option with an exercise price greater than the Offer Price, whether or not then vested or exercisable (each, an "Out-of-the-Money Option"), not cancelled, as of the time of the Merger, is no longer outstanding and was automatically cancelled and retired and ceased to exist, and the holder of such Out-of-the-Money Option ceased to have any rights with respect thereto.

SIGNATURE OF REPORTING PERSON /S/ Mark J. Schulte DATE: October 11, 2000

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