-----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, D/Y/MnO1pA2RsqcHJI82K3Jvz1/xLu05IPF+E5u1PUgKg2t+0H7rgmWFJRiI+cL9 hZgK3BpEnRzc6G/MgmftgA== 0000925996-99-000003.txt : 19990217 0000925996-99-000003.hdr.sgml : 19990217 ACCESSION NUMBER: 0000925996-99-000003 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMERITUS CORP\WA\ CENTRAL INDEX KEY: 0001001604 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 911605464 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-45305 FILM NUMBER: 99541070 BUSINESS ADDRESS: STREET 1: 3131 ELLIOTT AVENUE STREET 2: SUITE 500 CITY: SEATTLE STATE: WA ZIP: 98121 BUSINESS PHONE: 206-298-29 MAIL ADDRESS: STREET 1: MARKET PLACE ONE STREET 2: 2003 WESTERN AVE SUITE 660 CITY: SEATTLE STATE: WA ZIP: 98121-2162 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BATY DANIEL R CENTRAL INDEX KEY: 0000925996 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3131 ELLIOTT AVENUE STREET 2: SUITE 500 CITY: SEATTLE STATE: WA ZIP: 98121 BUSINESS PHONE: 2063783260 MAIL ADDRESS: STREET 1: 3131 ELLIOTT AVENUE STREET 2: SUITE 500 CITY: SEATTLE STATE: WA ZIP: 98121 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G AMENDMENT NO. 3 Information statement pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 EMERITUS CORPORATION (Name of Issuer) COMMON STOCK, $.0001 PAR VALUE (Title of Class of Securities) 291005 10 6 (CUSIP Number of Class of Securities) Check the following box if a fee is being paid with this statement. ( ) (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class.) (See Rule 13d-7.) Page 1 of 13 Pages An Index of Exhibits Appears on Page 13 SCHEDULE 13G CUSIP No. AMENDMENT NO. 3 Page 2 of 13 Pages 291005 10 6 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daniel R. Baty 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( ) (b)( ) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER OF 3,511,130(1) SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY None EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 3,511,130(1) WITH 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,511,130(1) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ( ) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 33.49% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 13 Pages An Index of Exhibits Appears on Page 13 NOTES TO SCHEDULE 13G FOR DANIEL R. BATY (1) Daniel R. Baty owns 591,180 shares of Common Stock, which includes 204,000 shares of Common Stock issuable upon the exercise of options, and B.F., Limited Partnership, a Washington limited partnership of which Mr. Baty is a limited partner, owns 2,919,950 shares of Common Stock. Mr. Baty is also sole owner of Columbia-Pacific Group, Inc., a Washington corporation and the general partner of B.F., Limited Partnership, which Mr. Baty has sole voting and dispositive power with respect to the shares that he owns and, through Columbia-Pacific Group, Inc., the shares that are owned by B.F., Limited Partnership. Page 3 of 13 Pages An Index of Exhibits Appears on Page 13 CUSIP No. SCHEDULE 13G Page 4 of 13 Pages 291005 10 6 AMENDMENT NO. 2 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON B.F., Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( ) (b)( ) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of Washington 5 SOLE VOTING POWER NUMBER OF 2,919,950(1) SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY None EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 2,919,950(1) WITH 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,919,950(1) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*( ) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 27.85% 12 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 13 Pages An Index of Exhibits Appears on Page 13 NOTES TO SCHEDULE 13G FOR B.F., Limited Partnership (1) Daniel R. Baty owns 591,180 shares of Common Stock, which includes 204,000 shares of Common Stock issuable upon the exercise of options, and B.F., Limited Partnership, a Washington limited partnership of which Mr. Baty is a limited partner, owns 2,919,950 shares of Common Stock. Mr. Baty is also sole owner of Columbia-Pacific Group, Inc., a Washington corporation and the general partner of B.F., Limited Partnership, which Mr. Baty has sole voting and dispositive power with respect to the shares that he owns and, through Columbia-Pacific Group, Inc., the shares that are owned by B.F., Limited Partnership. Page 5 of 13 Pages An Index of Exhibits Appears on Page 13 CUSIP No. SCHEDULE 13G Page 6 of 13 Pages 291005 10 6 AMENDMENT NO. 2 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Columbia-Pacific Group, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( ) (b)( ) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of Washington 5 SOLE VOTING POWER NUMBER OF 2,919,950(1) SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY None EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 2,919,950(1) WITH 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,919,950(1) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ( ) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 27.85% 12 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 13 Pages An Index of Exhibits Appears on Page 13 NOTES TO SCHEDULE 13G FOR Columbia-Pacific Group, Inc. (1) Daniel R. Baty owns 591,180 shares of Common Stock, which includes 204,000 shares of Common Stock issuable upon the exercise of options, and B.F., Limited Partnership, a Washington limited partnership of which Mr. Baty is a limited partner, owns 2,919,950 shares of Common Stock. Mr. Baty is also sole owner of Columbia-Pacific Group, Inc., a Washington corporation and the general partner of B.F., Limited Partnership, which Mr. Baty has sole voting and dispositive power with respect to the shares that he owns and, through Columbia-Pacific Group, Inc., the shares that are owned by B.F., Limited Partnership. Page 7 of 13 Pages An Index of Exhibits Appears on Page 13 CUSIP No. SCHEDULE 13G Page 8 of 13 Pages 291005 10 6 AMENDMENT NO. 2 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON B.F.P., L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)( ) (b)( ) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of Washington 5 SOLE VOTING POWER NUMBER OF None SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY None EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON None WITH 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ( ) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) None 12 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 13 Pages An Index of Exhibits Appears on Page 13 Item 1(a). Name of Issuer. This Schedule 13G relates to Emeritus Corporation, a Washington corporation (the "Company"). Item 1(b). Address of Issuer's Principal Executive Offices: The Company's principal executive offices are located at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121. Item 2(a). Name of Person Filing. This Schedule 13G relates to Daniel R. Baty, B.F., Limited Partnership, Columbia-Pacific Group, Inc. and B.F.P., L.L.C. Item 2(b). Address of Principal Business Office. The business address of Daniel R. Baty and Columbia Pacific Group, Inc. is 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121, the business address of B.F., Limited Partnership. is 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121 and the business address of B.F.P., L.L.C. is 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121. Item 2(c). Citizenship. Mr. Baty is a United States citizen, B.F., Limited Partnership is a Washington limited partnership, Columbia- Pacific Group, Inc. is a Washington corporation and B.F.P., L.L.C. is a Washington limited liability company. Item 2(d). Title of Class of Securities. This Schedule 13G relates to the Company's common stock, $.0001 par value per share (the "Common Stock"). Item 2(e). CUSIP Number. The CUSIP Number for the Company's Common Stock is 291005 10 6. Item 3. If this statement is filed pursuant to Rules 13d- 1(b) or 13d-2(b), check whether the person filing is a: (a)( ) Broker or dealer registered under Section 15 of the Act, Page 9 of 13 Pages An Index of Exhibits Appears on Page 13 (b)( ) Bank as defined in Section 3(a)(6) of the Act, (c)( ) Insurance Company as defined in Section 3(a)(19) of the Act, (d)( ) Investment Company registered under Section 8 of the Investment Company Act, (e)( ) Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940, (f)( ) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund, (g)( ) Parent Holding Company, in accordance with Rule 13d- 1(b)(ii)(G), (h)( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(H). Not applicable. Item 4. Ownership. Daniel R. Baty owns 591,180 shares of Common Stock, which includes 204,000 shares of Common Stock issuable upon the exercise of options, and B.F., Limited Partnership., a Washington limited partnership of which Columbia-Pacific Group, Inc. is the general partner and Mr. Baty is a limited partner, owns 2,919,950 shares of Common Stock. Mr. Baty has sole voting and dispositive power with respect to all such shares, which constitute 33.49% of the outstanding shares of Common Stock of the Company. B.F., Limited Partnership has sole voting and dispositive power with respect to the 2,919,950 shares that it owns, which constitute 27.85% of the outstanding shares of Common Stock of the Company. Item 5. Ownership of Five Percent or Less of a Class. B.F.P., L.L.C, as of January 7, 1997, has ceased to be the beneficial owner of the Common Stock of the Company. Page 10 of 13 Pages An Index of Exhibits Appears on Page 13 Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Not applicable. Page 11 of 13 Pages An Index of Exhibits Appears on Page 13 SIGNATURE The undersigned, after reasonable inquiry and to their best knowledge and belief, hereby certify that the information set forth in this statement is true, complete and correct and agree that this statement is filed on behalf of each of them. Dated: February 11, 1999 /s/ Daniel R. Baty Daniel R. Baty Columbia-Pacific Group, Inc. By /s/ Daniel R. Baty Daniel R. Baty, President B.F., Limited Partnership By Columbia-Pacific Group,Inc. Its General Partner By /s/ Daniel R. Baty Daniel R. Baty, President Page 12 of 13 Pages An Index of Exhibits Appears on Page 13 EXHIBIT INDEX Statement required by reporting persons pursuant to Rule 13d-1(f)(1) (see signature page). Page 13 of 13 Pages An Index of Exhibits Appears on Page 13 -----END PRIVACY-ENHANCED MESSAGE-----