UNITED STATES
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: May 1, 1997
(Date of earliest event reported)
EMERITUS CORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 1-14012 91-1605464
(State or other (Commission file (I.R.S Employer
jurisdiction of number) Identification No.)
incorporation or
organization)
3131 Elliott Avenue, Suite 500
Seattle, WA 98121
(Address of principal executive offices)
(206) 298-2909
(Registrant's telephone number, including area code)
ITEM 1. NOT APPLICABLE.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 1, 1997, Emeritus Corporation (the "Company")
completed the acquisition of three assisted-living
communities (the "La Casa Communities" ), located in
Florida, containing an aggregate of approximately 424
units for a purchase price of $33.0 million. The La Casa
Communities were acquired from Englewood Retirement
Center, Inc., Stanford Center, Inc. and NPR Retirement
Center, Inc.
The $33.0 million acquisition was financed through a first
mortgage and subordinated debt. Fleet National Bank
("Fleet") financed $26.0 million through a two year first
mortgage, interest at LIBOR plus 2.50%, payable interest
only during the first year. Hanseatic Corporation
("Hanseatic") financed $7.0 million through 18% three year
subordinate debt, 10% payable monthly and 8% accrued and
due at maturity. The subordinate debt is secured by
pledge of the stock in Emeritus Properties V, Inc., a
wholly owned subsidiary of the Company and is fully
subordinated to the Fleet mortgage.
The La Casa Communities are comprised of three
communities, La Casa Grande in New Port Richey, Florida,
Stanford Centre in Altamonte Spring, Florida and River
Oaks in Englewood, Florida, which operate residential-
style congregate care, assisted-living and Alzheimer care
communities for seniors. The Company intends to continue
operating the La Casa Communities in the same manner. The
Company's growth strategy has focused, and will continue
to focus, on the acquisition of existing long-term-care
facilities that either are currently operated as assisted-
living communities or can be efficiently repositioned by
the Company as assisted-living communities, and the
development of assisted-living facilities.
ITEMS 3-6. NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The La Casa Communities combined balance sheet as of
December 31, 1996, and the combined statements of
income, shareholders' equity and cash flows for the
year ended December 31, 1996, along with the notes
thereto and the report of KPMG Peat Marwick LLP dated
May 9,1997 relating to such financial statements.
1
(b) PRO FORMA FINANCIAL INFORMATION.
(1) Emeritus Corporation Pro Forma Condensed Consolidated
Balance Sheet (unaudited) December 31, 1996.
(2) Emeritus Corporation Pro Forma Condensed Consolidated
Statement of Operations (unaudited) For the Year
Ended December 31, 1996.
(3) Notes to Pro Forma Condensed Consolidated Financial
Statements (unaudited).
It is impracticable to provide the Financial Statements of
Business Acquired and the Pro Forma financial information
required by this Item 7(a) and (b) at this time. Such
information will be filed by amendment on Form 8-K/A as
soon as practicable, but in any event, not later than July
15, 1997.
(c) EXHIBITS.
10.1 Stock Purchase Agreement dated September 30, 1996
between Wayne Voegele, Jerome Lang, Ronald Carlson,
Thomas Stanford, Frank McMillan, Lonnie Carlson, and
Carla Holweger ("Seller") and the registrant
("Purchaser") with respect to La Casa Grande.
10.2 First Amendment to Stock Purchase Agreement dated
January 31, 1997 between the Seller and the
registrant with respect to La Case Grande.
10.3 Stock Purchase Agreement dated September 30, 1996
between the Seller and the registrant with respect
to River Oaks.
10.4 First Amendment to Stock Purchase Agreement dated
January 31, 1997 between the Seller and the
registrant with respect to River Oaks.
10.5 Stock Purchase Agreement dated September 30, 1996
between the Seller and the registrant with respect
to Stanford Centre.
10.6 First Amendment to Stock Purchase Agreement dated
January 31, 1997 between the Seller and the
registrant with respect to Stanford Centre.
ITEM 8. NOT APPLICABLE.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
Dated: May 15, 1997
EMERITUS CORPORATION
(Registrant)
/s/ Kelly J. Price
---------------------
Kelly J. Price, Chief Financial
Officer and Vice President, Finance
/s/ James S. Keller
---------------------
James S. Keller, Controller and
Director of Accounting (Principal
Accounting Officer)
3