U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 22, 2008
EMERITUS CORPORATION
(Exact name of registrant as specified in charter)
| | | |
| Washington | 1-14012 | 91-1605464 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3131 Elliott Avenue, Suite 500
Seattle, Washington 98121
(Address of principal executive offices) (Zip Code)
(206) 298-2909
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On October 22, 2008, Emeritus Corporation (the Company) entered into a Third Amendment to Loan Agreement with Nationwide Health Properties Inc. (NHP) related to the $21.4 million note issued pursuant to the Second Amended and Restated Loan Agreement dated as of March 3, 2005, as amended on August 6, 2007, and March 3, 2008 (the Loan Agreement). The amended Loan Agreement extends the note’s maturity from March 3, 2009, to March 31, 2012, and increases the interest rate from 8.5% to 9.0% beginning March 4, 2009. The note may be prepaid without penalty provided certain notice requirements have been met, as provided in the Loan Agreement. All other terms of the note remain the same.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit No. Description
| 99.1 | Press Release dated October 23, 2008, EMERITUS EXTENDS $21.4 MILLION NOTE. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| October 23, 2008 | | EMERITUS CORPORATION |
| | | |
| | By: | /s/ Raymond R. Brandstrom |
| | | Raymond R. Brandstrom |
| | | Executive Vice President-Finance, Chief Financial Officer and Secretary |
| | | |
INDEX TO EXHIBITS
Exhibit No. Description
| 99.1 | Press Release dated October 23, 2008, EMERITUS EXTENDS $21.4 MILLION NOTE. |
