-----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, K5KquHhV6Zy5k2sP1cXJZxi3lbILEsXTUpTU3Tvfu2gJrg2aqg8CuPCEfLpNcd3b Hsscztoho/tDCJ+008fAlg== 0000950133-96-000940.txt : 19960618 0000950133-96-000940.hdr.sgml : 19960618 ACCESSION NUMBER: 0000950133-96-000940 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960617 SROS: NASD GROUP MEMBERS: ALPHA ASSURANCES I.A.R.D. MUTUELLE GROUP MEMBERS: ALPHA ASSURANCES VIE METUELLE GROUP MEMBERS: AXA GROUP MEMBERS: AXA ASSURANCES I.A.R.D. MUTUELLE GROUP MEMBERS: AXA ASSURANCES VIE MUTUELLE GROUP MEMBERS: CLAUDE BEBEAR, AXA VOTING TRUSTEE GROUP MEMBERS: DLJ CAPITAL CORPORATION GROUP MEMBERS: DONALDSON LUFKIN & JENRETTE INC /NY/ GROUP MEMBERS: DONALDSON, LUFKIN & JENRETTE SECURITIES CORP. GROUP MEMBERS: FINAXA GROUP MEMBERS: HENRY DE CLERMONT-TONNERRE, AXA VOTING TRUSTEE GROUP MEMBERS: PATRICE GARNIER, AXA VOTING TRUSTEE GROUP MEMBERS: SPROUT GROWTH II, L.P. GROUP MEMBERS: THE EQUITABLE COMPANIES INCORPORATED GROUP MEMBERS: UNI EUROPE ASSURANCE MUTUELLE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNRISE ASSISTED LIVING INC CENTRAL INDEX KEY: 0001011064 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 541746596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46163 FILM NUMBER: 96581862 BUSINESS ADDRESS: STREET 1: 9401 LEE HIGHWAY STREET 2: STE 300 CITY: FAIRFAX STATE: VA ZIP: 22031 BUSINESS PHONE: 7032737500 MAIL ADDRESS: STREET 1: 9401 LEE HIGHWAY STREET 2: STE 300 CITY: FAIRFAX STATE: VA ZIP: 22031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DONALDSON LUFKIN & JENRETTE INC /NY/ CENTRAL INDEX KEY: 0000029646 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 131898818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 277 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10172 BUSINESS PHONE: 2128923000 MAIL ADDRESS: STREET 1: 277 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10172 FORMER COMPANY: FORMER CONFORMED NAME: DONALDSON LUFKIN & JENRETTE INC /NY/ DATE OF NAME CHANGE: 19960319 SC 13D 1 SCHEDULE 13D RE: SUNRISE ASSISTED LIVING, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ________)* Sunrise Assisted Living, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 86768K 10 6 --------------------------------------- (CUSIP Number) Thomas E. Siegler Donaldson, Lufkin & Jenrette, Inc. 277 Park Avenue New York, New York 10172 (212) 892-3000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 5, 1996 ------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement /X/. (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 five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 114 Pages 2 SCHEDULE 13D CUSIP NO. 86768K 10 6 PAGE 2 OF 114 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sprout Growth II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 667,161 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH WITH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 667,161 WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 667,161 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% - See Item 5 14 TYPE OF REPORTING PERSON* PN Page 2 of 114 Pages 3 SCHEDULE 13D CUSIP NO. 86768K 10 6 PAGE 3 OF 114 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DLJ Capital Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 733,333 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING WITH 9 SOLE DISPOSITIVE POWER PERSON 733,333 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 733,333 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% - See Item 5 14 TYPE OF REPORTING PERSON* CO Page 3 of 114 Pages 4 SCHEDULE 13D CUSIP NO. 86768K 10 6 PAGE 4 OF 114 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Donaldson, Lufkin & Jenrette Securities Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 12,697 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 12,697 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,697 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% - See Item 5 14 TYPE OF REPORTING PERSON* CO, BD Page 4 of 114 Pages 5 SCHEDULE 13D CUSIP NO. 86768K 10 6 PAGE 5 OF 114 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Donaldson, Lufkin & Jenrette, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 746,030 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 746,030 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 746,030 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% - See Item 5 14 TYPE OF REPORTING PERSON* CO, HC Page 5 of 114 Pages 6 SCHEDULE 13D CUSIP NO. 86768K 10 6 PAGE 6 OF 114 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Equitable Companies Incorporated 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 746,030 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 746,030 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 746,030 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% - See Item 5 14 TYPE OF REPORTING PERSON* CO, HC Page 6 of 114 Pages 7 SCHEDULE 13D CUSIP NO. 86768K 10 6 PAGE 7 OF 114 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION France 7 SOLE VOTING POWER 746,030 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 746,030 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 746,030 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% - See Item 5 14 TYPE OF REPORTING PERSON* OO, HC Page 7 of 114 Pages 8 SCHEDULE 13D CUSIP NO. 86768K 10 6 PAGE 8 OF 114 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Finaxa 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION France 7 SOLE VOTING POWER 746,030 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 746,030 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 746,030 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% - See Item 5 14 TYPE OF REPORTING PERSON* OO, HC Page 8 of 114 Pages 9 SCHEDULE 13D CUSIP NO. 86768K 10 6 PAGE 9 OF 114 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Assurances I.A.R.D. Mutuelle 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION France 7 SOLE VOTING POWER 746,030 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 746,030 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 746,030 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% - See Item 5 14 TYPE OF REPORTING PERSON* IC Page 9 of 114 Pages 10 SCHEDULE 13D CUSIP NO. 86768K 10 6 PAGE 10 OF 114 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Assurances Vie Mutuelle 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION France 7 SOLE VOTING POWER 746,030 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 746,030 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 746,030 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% - See Item 5 14 TYPE OF REPORTING PERSON* IC Page 10 of 114 Pages 11 SCHEDULE 13D CUSIP NO. 86768K 10 6 PAGE 11 OF 114 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Uni Europe Assurance Mutuelle 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION France 7 SOLE VOTING POWER 746,030 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 746,030 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 746,030 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% - See Item 5 14 TYPE OF REPORTING PERSON* IC Page 11 of 114 Pages 12 SCHEDULE 13D CUSIP NO. 86768K 10 6 PAGE 12 OF 114 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alpha Assurances Vie Mutuelle 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION France 7 SOLE VOTING POWER 746,030 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 746,030 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 746,030 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% - See Item 5 14 TYPE OF REPORTING PERSON* IC Page 12 of 114 Pages 13 SCHEDULE 13D CUSIP NO. 86768K 10 6 PAGE 13 OF 114 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alpha Assurances I.A.R.D. Mutuelle 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION France 7 SOLE VOTING POWER 746,030 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 746,030 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 746,030 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% - See Item 5 14 TYPE OF REPORTING PERSON* IC Page 13 of 114 Pages 14 SCHEDULE 13D CUSIP NO. 86768K 10 6 PAGE 14 OF 114 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Claude Bebear, AXA Voting Trustee 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION France 7 SOLE VOTING POWER 746,030 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 746,030 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 746,030 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% - See Item 5 14 TYPE OF REPORTING PERSON* IN Page 14 of 114 Pages 15 SCHEDULE 13D CUSIP NO. 86768K 10 6 PAGE 15 OF 114 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Patrice Garnier, AXA Voting Trustee 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION France 7 SOLE VOTING POWER 746,030 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 746,030 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 746,030 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% - See Item 5 14 TYPE OF REPORTING PERSON* IN Page 15 of 114 Pages 16 SCHEDULE 13D CUSIP NO. 86768K 10 6 PAGE 16 OF 114 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Henry de Clermont-Tonnerre, AXA Voting Trustee 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION France 7 SOLE VOTING POWER 746,030 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 746,030 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 746,030 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% - See Item 5 14 TYPE OF REPORTING PERSON* IN Page 16 of 114 Pages 17 ITEM 1. SECURITY AND ISSUER This Statement relates to the common stock, $0.01 par value per share (the "Shares"), of Sunrise Assisted Living, Inc., a Delaware corporation (the "Company"). The Company's principal executive offices are located at 9401 Lee Highway, Suite 300, Fairfax, Virginia 22031. ITEM 2. IDENTITY AND BACKGROUND This Schedule 13D is being filed jointly on behalf of the following persons (collectively, the "Reporting Persons"): (1) Sprout Growth II, L.P, a Delaware limited partnership ("Growth II"), (2) DLJ Capital Corporation, a Delaware corporation ("DLJCC"), (3) Donaldson, Lufkin & Jenrette Securities Corporation, a Delaware corporation ("DLJSC"), (4) Donaldson, Lufkin & Jenrette, Inc., a Delaware corporation ("DLJ"), (5) The Equitable Companies Incorporated, a Delaware corporation ("Equitable"), (6) AXA, a societe anonyme organized under the laws of France, (7) Finaxa, a societe anonyme organized under the laws of France, (8) AXA Assurances I.A.R.D. Mutuelle, a mutual insurance company organized under the laws of France, (9) AXA Assurances Vie Mutuelle, a mutual insurance company organized under the laws of France, (10) Uni Europe Assurance Mutuelle, a mutual insurance company organized under the laws of France, (11) Alpha Assurances Vie Mutuelle, a mutual insurance company organized under the laws of France, (12) Alpha Assurances I.A.R.D. Mutuelle, a mutual insurance company organized under the laws of France, and (13) Claude Bebear, Patrice Garnier and Henri de Clermont-Tonnerre, trustees (the "AXA Voting Trustees") of a voting trust (the "AXA Voting Trust") established pursuant to a Voting Trust Agreement by and among AXA and the AXA Voting Trustees dated as of May 12, 1992. Growth II is a Delaware limited partnership formed to invest in securities for long-term appreciation. DLJCC is the managing general partner of Growth II and makes all of the investment and voting decisions on the part of Growth II. DLJCC is a Delaware corporation formed to make investments in industrial and other companies to participate in the management of venture capital pools. DLJCC is a wholly owned subsidiary of DLJ. DLJSC is a Delaware corporation and a registered broker/dealer. DLJSC is a wholly owned subsidiary of DLJ. DLJ is a publicly-held Delaware corporation. DLJ directly owns all of the capital stock of DLJCC and DLJSC. DLJ, acting on its own behalf or through its subsidiaries, is a registered broker/dealer and registered investment adviser engaged in investment banking, institutional trading and research, investment management and financial and correspondent brokerage services. Equitable directly owns 44.1% of DLJ, and The Equitable Life Assurance Society of the United States, a New York stock life insurance company wholly owned by Equitable, indirectly owns 36.1% of DLJ. Equitable is a Delaware corporation and is a holding company. As of April 30, 1996 approximately 60.7% of the outstanding common stock as well as certain convertible preferred stock of Equitable was beneficially owned by AXA. For insurance regulatory purposes, to insure that certain indirect minority shareholders of AXA will not be able to exercise control over Equitable and certain of its insurance subsidiaries, the voting shares of Equitable capital stock beneficially owned by AXA and its subsidiaries have been deposited into the AXA Voting Trust. For additional information regarding the AXA Voting Trust, reference is made to the Schedule 13D filed by AXA with respect to Equitable. AXA is a societe anonyme organized under the laws of France and a holding company for an international group of insurance and related financial services companies. Finaxa is a societe anonyme organized under the laws of France and is a holding company. As of May 9, 1996, Finaxa owned 29.9% of the issued shares (representing approximately 39.6% of the voting power) of AXA. Each of AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, Uni Europe Assuance Mutuelle, Alpha Assurances Vie Mutuelle, and Alpha Assurances I.A.R.D. Mutuelle (collectively, the "Mutuelles AXA") is a mutual insurance company organized under the laws of France. The Mutuelles AXA are owned by approximately 1.5 million policy holders. As of May 9, 1996, the Mutuelles AXA, as a group, control, directly and indirectly through intermediate holding companies, approximately 40.1% of the issued shares (representing approximately 46.2% of the voting power) of AXA. AXA is indirectly controlled by the Mutuelle AXA, acting as a group. Claude Bebear, Patrice Garnier and Henri de Clermont-Tonnere, the AXA Voting Trustees, exercise all voting rights with respect to the shares of Equitable capital stock beneficially owned by AXA and its subsidiaries that have been deposited Page 17 of 114 Pages 18 in the AXA Voting Trust. The business address, citizenship and present and principal occupation of each of the AXA Voting Trustees are set forth on Schedule E attached hereto. The address of the principal business and principal office of each of Growth II, DLJCC, DLJSC and DLJ is 277 Park Avenue, New York, New York 10172. The address of the principal business and principal office of Equitable is 787 Seventh Avenue, New York, New York 10019. The address of the principal business and principal office of each of AXA, Finaxa and the AXA Voting Trustees is 23, avenue Matignon, 75008 Paris, France; of each of AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle is 21/25, rue de Chateaudun, 75009 Paris, France; of each of Alpha Assurances I.A.R.D. Mutuelle and Alpha Assurances Vie Mutuelle is Tour Franklin, 100/101 Terrasse Boildieu, Cedex 11, 92042 Paris La Defense, France; and of Uni Europe Assurance Mutuelle is 24, rue Druout, 75009 Paris, France. The name, business address, citizenship, present and principal occupation or employment and the name and business address of any corporation or organization in which each such employment is conducted, of each executive officer or member, as applicable, of the Board of Directors or the Conseil d'Administration (French analogue of a Board of Directors) of DLJCC, DLJSC, DLJ, Equitable, AXA, Finaxa and the Mutuelles AXA are set forth on Schedules A through K, respectively, attached hereto. During the past five (5) years, neither any of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any of the other persons listed on Schedule A through K attached hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to United States federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The aggregate amount of funds used by each of Growth II and DLJCC to purchase the Shares was $6,004,449 and $595,548, respectively. The funds used by Growth II and DLJCC to purchase the Shares came from their general investment capital. The funds used by DLJSC to purchase the Shares came from its working capital. Since May 31, 1996, DJLSC has been a market-marker and in the ordinary course of market-making activities has acquired and disposed of Shares. No funds of any of DLJ, Equitable, AXA, Finaxa, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, Uni Europe Assurance Mutuelle, Alpha Assurances vie Mutuelle, Alpha Assurances I.A.R.D. Mutuelle, Claude Bebear, Patrice Garnier and Henri de Clermont-Tonnerre were used to purchase Shares. ITEM 4. PURPOSE OF TRANSACTION The Reporting Persons acquired the Shares for investment purposes (except in connection with DJLSC's ordinary course market-making activities, which are expected to continue) and not for the purpose of acquiring control of the Company. Except as disclosed in Item 6 of this statement, none of the Reporting Persons has any current plans or proposals which relate to or would result in any of the events described in Items (a) through (j) of Item 4 of Schedule 13D. In addition, except as qualified by Item 6, depending on market and other considerations, the Reporting Persons may acquire additional Shares or other securities of the Company if such Shares or securities become available at prices that are attractive to the Reporting Persons. On the other hand, depending on market and other considerations, the Reporting Persons may dispose of all or a portion of the Shares or other securities they now own or may hereinafter acquire. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Growth II may be deemed to be the beneficial owner of the 667,161 Shares (the "Growth Shares") directly owned by it, or approximately 4.9% of the Shares outstanding. Growth has the sole power to vote and the sole power to dispose of the Growth Securities directly owned by it. DLJCC may be deemed to be the beneficial owner 66,172 Shares directly owned by it, or 0.5% of the Shares outstanding. DLJCC, as the managing general partner of Growth II, also may be deemed, for the purposes of Rule 13d-3 under the Act, to beneficially own indirectly the Growth II Shares, for a total of 733,333 Shares (collectively, the "DLJCC Page 18 of 114 Pages 19 Shares"), or approximately 5.4% of the Shares outstanding. DLJCC has the sole power to vote and the sole power to dispose of the Shares directly owned by it. DLJSC may be deemed to be the beneficial owner of the 12,697 Shares directly owned by it (the "DLJSC Shares"), or approximately 0.1% of the Shares outstanding as of the close of business on June 12, 1996. DLJSC has the sole power to vote and the sole power to dispose of the DLJSC Shares directly owned by it. As the sole stockholder of DLJCC, and DLJSC, DLJ may be deemed, for the purposes of Rule 13d-3 under the Act, to beneficially own indirectly the DLJCC Shares and the DLJSC Shares. Because of Equitable's ownership of DLJ, Equitable may be deemed, for the purposes of Rule 13d-3 under the Act, to beneficially own indirectly the DLJCC Shares and the DLJSC Shares that may be deemed to be beneficially owned indirectly by DLJ. The Reporting Persons, in the aggregate, may be deemed to beneficially own 746,030 Shares or approximately 5.5% of the Shares outstanding. The percentage of Shares outstanding reported as beneficially owned be each person herein on the date hereof is based upon 13,516,419 Shares outstanding as stated by the Company in its Prospectus dated May 30, 1996. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Company and DLJSC are parties to an Underwriting Agreement (the "Underwriting Agreement"), dated May 30, 1996, among the Company, certain selling stockholders of the Company named therein (the "Selling Stockholders") and DLJSC, Alex. Brown & Sons Incorporated and NatWest Securities Limited, as representatives of the several Underwriters named therein (the "Underwriters"), relating to an initial public offering of Shares by the Company. Pursuant to the Underwriting Agreement, DLJSC and the other Underwriters severally agreed to purchase an aggregate of 5,700,000 Shares from the Company and were granted an option to purchase an additional 855,000 Shares from the Selling Stockholders. Such initial public offering (including the exercise by the Underwriters of such option) was consummated on June 5, 1996. In connection with the above-mentioned initial public offering by the Company, each of Growth II and DLJCC entered into a lock-up agreement (collectively, the "Lock-Up Agreements"), dated May 3, 1996, pursuant to which each of Growth II and DLJCC has agreed, subject to certain exceptions, not to sell or otherwise dispose of any of the Growth Shares or the DJLCC Shares for a period of 180 days from May 30, 1996 without the prior written consent of the representatives of the Underwriters other than DLJSC. In addition, the Company and each of Growth II and DLJCC are parties to a Registration Agreement (the "Registration Agreement"), dated January 4, 1995, by and among the Company, the Investors named therein (including, without limitation, each of Growth II and DLJCC) (collectively, the "Investors") and Paul J. and Teresa M. Klaassen (collectively, the "Founders"). Pursuant to the terms of the Registration Agreement, the Founders, as holders of 5,164,475 Shares (the "Founders' Shares"), and each of the Investors, as the holders of an aggregate of 2,444,444 Shares issued upon conversion of the Company's Series A Convertible Preferred Stock (the "Investors' Shares"), are entitled to certain rights with respect to the registration of such shares (the "Registrable Securities") under the Securities Act of 1933, as amended (the "Securities Act"). Demand Registration. Pursuant to the terms of the Registration Agreement, holders of Registrable Securities may request that the Company offer some or all of such Registrable Securities to the public pursuant to an effective registration statement under the Securities Act. Registration on Form S-1 may be demanded by either of the Founders or by the holders of not less than a majority of the Investors' Shares. Registration on Form S-2 or Form S-3 may be demanded by either 25% of the holders of Investors' Shares or by holders of 25% of the then outstanding Founders' Shares, provided that the aggregate offering value of the Registrable Securities requested to be included in such registration must be reasonably expected to equal at least $1 million. The holders have the right to require the Company to file a registration statement on Form S-1 two times and on Form S-2 or Form S-3 an unlimited number of times. Incidental (i.e., "Piggyback") Registration. In addition, the Registration Agreement provides that if the Company at any time proposes to register any of its securities under the Securities Act, on a form other than Form S-4 or S-8, the holders of Registrable Securities are entitled to have their shares included in such registration statement on a pro rata basis, subject to certain other terms and conditions. Page 19 of 114 Pages 20 Except as stated in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any other person with respect to the Shares, including, without limitation, any agreements concerning (i) transfer or voting of any Shares, (ii) finder's fees, (iii) joint ventures, (iv) loan or option arrangements, (v) puts or calls, (vi) guarantees of profits, (vii) division of profits or losses or (viii) the giving or withholding of proxies. The foregoing response to this Item 6 is qualified in its entirety by reference to the Underwriting Agreement, the Lock-Up Agreements and the Registration Agreement, the full texts of which are filed as Exhibits 2 through 5 hereto and incorporated herein by this reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1 Agreement among the Reporting Persons to file a joint statement on Schedule 13D. 2. Underwriting Agreement, dated May 30, 1996, among the Company, the Selling Stockholders and the Underwriters, relating to the Company's initial public offering of Shares. 3. Lock-Up Agreement, dated May 3, 1996, between the Company and Growth II. 4. Lock-Up Agreement, dated May 3, 1996, between the Company and DLJCC. 5. Registration Agreement, dated January 4, 1995, among the Company, the Investors and the Founders. Page 20 of 114 Pages 21 SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the information set forth in this statement is true, complete and correct. Dated: June 6, 1996 Sprout Growth II, L.P. by: DLJ Capital Corporation its: Managing General Partner /s/ Thomas E. Siegler ------------------------------------- Thomas E. Siegler Secretary and Treasurer Page 21 of 114 Pages 22 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the information set forth in this statement is true, complete and correct. Dated: June 6, 1996 DLJ Capital Corporation /s/ Thomas E. Siegler ----------------------------------------- Thomas E. Siegler Secretary and Treasurer Page 22 of 114 Pages 23 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the information set forth in this statement is true, complete and correct. Dated: June 6, 1996 Donaldson, Lufkin & Jenrette Securities Corporation /s/ Thomas E. Siegler -------------------------------------------- Thomas E. Siegler Senior Vice President Pages 23 of 114 Pages 24 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the information set forth in this statement is true, complete and correct. Dated: June 6, 1996 Donaldson, Lufkin & Jenrette, Inc. /s/ Thomas E. Siegler -------------------------------------------- Thomas E. Siegler Senior Vice President Page 24 of 114 Pages 25 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the information set forth in this statement is true, complete and correct. Dated: June 6, 1996 The Equitable Companies Incorporated /s/ Joanne T. Marren --------------------------------------------- Joanne T. Marren Senior Vice President and Deputy General Counsel Page 25 of 114 Pages 26 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the information set forth in this statement is true, complete and correct. Dated: June 6, 1996 AXA Finaxa AXA Assurances I.A.R.D. Mutuelle AXA Assurances Vie Mutuelle Uni Europe Assurance Mutuelle Alpha Assurances I.A.R.D. Mutuelle Alpha Assurances Vie Mutuelle Claude Bebear, as AXA Voting Trustee Patrice Garnier, as AXA Voting Trustee Henri Clermont-Tonnerre, as AXA Voting Trustee /s/ Joanne T. Marren -------------------------------------------- Joanne T. Marren Attorney-in-fact Page 26 of 114 Pages 27 Schedule A Executive Officers and Directors of DLJ Capital Corporation The names of the Directors and the names and titles of the Executive Officers of DLJ Capital Corporation ("DLJCC") and their business addresses and principal occupations are set forth below. Each Director's or Executive Officer's business address is that of DLJCC at 277 Park Avenue, New York, New York 10172. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to DLJCC and each individual is a United States citizen.
Name, Business Address Present Principal Occupation ---------------------- ---------------------------- * Richard E. Kroon President and Chief Executive Officer * Anthony F. Daddino Vice President; Executive Vice President and Chief Financial Officer, Donaldson, Lufkin & Jenrette, Inc. * Thomas E. Siegler Secretary and Treasurer; Senior Vice President and Secretary, Donaldson, Lufkin & Jenrette, Inc. - --------------------------- * Director
Page 27 of 114 Pages 28 Schedule B Executive Officers and Directors of Donaldson, Lufkin & Jenrette Securities Corporation The names of the Directors and the names and titles of the Executive Officers of Donaldson, Lufkin & Jenrette Securities Corporation ("DLJSC") and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of DLJSC at 277 Park Avenue, New York, New York 10172. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to DLJSC and each individual is a United States citizen.
Name, Business Address Present Principal Occupation ----------------------- ---------------------------- *John S. Chalsty Chairman and Chief Executive Officer; Chairman and Chief Executive Officer, Donaldson, Lufkin & Jenrette, Inc. *Joe L. Roby President and Chief Operating Officer; President and Chief Operating Officer, Donaldson, Lufkin & Jenrette, Inc. *Carl B. Menges Vice Chairman of the Board; Vice Chairman of the Board, Donaldson, Lufkin & Jenrette, Inc. *Hamilton E. James Managing Director; Managing Director, Donaldson, Lufkin & Jenrette, Inc. *Richard S. Pechter Managing Director; Managing Director, Donaldson, Lufkin & Jenrette, Inc. *Theodore P. Shen Managing Director; Managing Director, Donaldson, Lufkin & Jenrette, Inc. *Anthony F. Daddino Executive Vice President and Chief Financial Officer; Executive Vice President and Chief Financial Officer, Donaldson, Lufkin & Jenrette, Inc. - ------------------------- *Director
Page 28 of 114 Pages 29 Schedule C Executive Officers and Directors of Donaldson, Lufkin & Jenrette, Inc. The names of the Directors and the names and titles of the Executive Officers of Donaldson, Lufkin & Jenrette, Inc. ("DLJ") and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of DLJ at 277 Park Avenue, New York, New York 10172. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to DLJ and each individual is a United States citizen.
Name, Business Address Present Principal Occupation ----------------------- ---------------------------- *John S. Chalsty Chairman and Chief Executive Officer; Chairman and Chief Executive Officer, Donaldson, Lufkin & Jenrette, Inc. *Joe L. Roby President and Chief Operating Officer; President and Chief Operating Officer, Donaldson, Lufkin & Jenrette, Inc. *Claude Bebear (1) Chairman and Chief Executive AXA Officer, AXA 23, avenue Matignon 75008 Paris, France *Henri de Castries (1) Executive Vice President AXA Financial Services and Life 23, avenue Matignon Insurance Activities, AXA 75008 Paris, France *Kevin Dolan Executive Vice President, AXA Asset Management AXA Asset Management 40, rue de Collissee 75008 Paris, France *Louis Harris Chairman and Chief Executive LH Research Officer, LH Research 152 East 38th Street (research) New York, New York 10016-2605
Page 29 of 114 Pages 30 *Henri G. Hottingeur (2) Chairman and Chief Executive Banque Hottingeur Officer, Banque Hottingeur 38, rue de Provence (banking) 75009 Paris, France *W. Edwin Jarmain (3) President, Jarmain Group Jarmain Group Inc. Inc. (private investment 95 Wellington Street holding company) West Suite 805 Toronto, Canada *Francis Jungers Retired Chairman, Arabian 19880 NW Nestucca Drive American Oil Company (oil Portland, Oregon 97229 industry) *Joseph J. Melone President and Chief The Equitable Companies Executive Officer, The Incorporated Equitable Companies 787 Seventh Avenue Incorporated New York, New York 10019 *W. J. Sanders, III Chairman and Chief Executive Advanced Micro Devices, Officer, Advanced Micro Inc. Devices 901 Thompson Place Sunnyvale, CA 94086 *Jerry M. de St. Paer Executive Vice President and The Equitable Companies Chief Financial Officer, The Incorporated Equitable Companies 787 Seventh Avenue Incorporated New York, New York 10019 *John C. West Former Ambassador to Saudi Bothea, Jordan & Griffin Arabia 23B Shelter Cove Hilton Head Island, SC 29928 *Carl B. Menges Vice Chairman of the Board *Hamilton E. James Managing Director *Richard S. Pechter Managing Director *Theodore P. Shen Managing Director *Anthony F. Daddino Executive Vice President and Chief Financial Officer
Page 30 of 114 Pages 31 *Robert J. Albano Senior Vice President and Director of Compliance and Regulatory Affairs Michael M. Bendik Senior Vice President and Chief Accounting Officer Michael A. Boyd Senior Vice President and General Counsel Joseph D. Donnelly Senior Vice President and One Pershing Plaza Associate General Counsel Jersey City, NJ 07599 Stuart S. Flamberg Senior Vice President and Director of Taxes Roy A. Garman Senior Vice President and Controller Charles J. Hendrickson Senior Vice President and Treasurer Gerald B. Rigg Senior Vice President and Director of Human Resources Thomas E. Siegler Senior Vice President and Secretary Lucia D. Swanson Senior Vice President and Associate General Counsel - ----------------------------- *Director (1) Citizen of the Republic of France (2) Citizen of Canada (3) Citizen of Switzerland
Page 31 of 114 Pages 32 Schedule D Executive Officers and Directors of The Equitable Companies Incorporated The names of the Directors and the names and titles of the Executive Officers of The Equitable Companies Incorporated ("EQ") and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of EQ at 787 Seventh Avenue, New York, New York 10019. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to EQ and each individual is a United States citizen.
Name, Business Address Present Principal Occupation ---------------------- ---------------------------- *Claude Bebear (1) Chairman of the Board; AXA Chairman and Chief Executive 23, avenue Matignon Officer, AXA 75008 Paris, France *James M. Benson Senior Executive Vice President and Chief Operating Officer; President and Chief Executive Officer, The Equitable Life Assurance Society of the United States *Henri de Castries (1) Vice Chairman of the Board; AXA Executive Vice President 23, avenue Matignon Financial Services and Life 75008 Paris, France Insurance Activities (outside of France), AXA *John S. Chalsty Chairman and Chief Executive Donaldson, Lufkin & Officer, Donaldson, Lufkin & Jenrette, Inc. Jenrette, Inc. 277 Park Avenue New York, NY 10172 Jerry M. de St. Paer Senior Executive Vice President and Chief Financial Officer; Executive Vice President, The Equitable Life Assurance Society of the United States *Joseph L. Dionne Chairman and Chief Executive The McGraw Hill Companies Officer, The McGraw Hill 1221 Avenue of the Companies (publishing) Americas New York, NY 10020
Page 32 of 114 Pages 33 *William T. Esrey Chairman of the Board and Sprint Corporation Chief Executive Officer, The P.O. Box 11315 Sprint Corporation Kansas City, MO 64112 (telecommunications) *Jean-Rene Fourtou (1) Chairman and Chief Executive Rhone-Poulenc S.A. Officer, Rhone-Poulenc S.A. 25 quai Paul Doumer (industry) 92408 Courbevoie, France Robert E. Garber Executive Vice President and General Counsel *Donald J. Greene Partner, LeBoeuf, Lamb, LeBoeuf, Lamb, Greene & Greene & MacRae (law firm) MacRae 125 West 55th Street New York, NY 10019 *Anthony Hamilton (2) Group Chairman and Chief 35 Wilson Street Executive Officer, Fox-Pitt, London, England EC2M 2SJ Kelton Group Limited (Finance) *John T. Hartley Retired Chairman and Chief Harris Corporation Executive Officer, Harris 1025 Nasa Boulevard Corporation (manufacturer of Melbourne, FL 32919 electronic, telephone and copying systems) *John H.F. Haskell, Jr. Director and Managing Dillon, Read & Co., Inc. Director, Dillon, Read & 535 Madison Avenue Co., Inc. (investment New York, NY 10028 banking firm) *W. Edwin Jarmain (3) President, Jarmain Group Jarmain Group Inc. Inc. (private investment 95 Wellington St. West holding company) Suite 805 Toronto, Ontario M5J 2N7 Canada
Page 33 of 114 Pages 34 *Winthrop Knowlton Chairman, Knowlton Brothers, Knowlton Brothers, Inc. Inc. (private investment 530 Fifth Avenue firm); President and Chief New York, NY 10036 Executive Officer, Knowlton Associates, Inc. (consulting firm) *Arthur L. Liman Partner, Paul, Weiss, Paul, Weiss, Rifkind, Rifkind, Wharton & Garrison Wharton & Garrison (law firm) 1285 Avenue of the Americas New York, NY 10019 Joanne T. Marren Senior Vice President and Deputy General Counsel William T. McCaffrey Executive Vice President and Chief Administrative Officer; Senior Executive Vice President and Chief Operating Officer, The Equitable Life Assurance Society of the United States *Joseph J. Melone Chief Executive Officer and President; Chairman of the Board, The Equitable Life Assurance Society of the United States Peter D. Noris Executive Vice President and Chief Investment Officer; Executive Vice President and Chief Investment Officer, The Equitable Life Assurance Society of the United States *Didier Pineau-Valencienne Chairman and Chief Executive 64-70, avenue Jean Officer, Schneider S.A. Baptiste Clement (electric equipment) 92646 Boulogne Cedex, France *George J. Sella, Jr. Retired Chairman, President American Cyanamid Company and Chief Executive Officer, P.O. Box 3017 American Cyanamid Company Newton, NJ 07860 (manufacturer pharmaceutical products and agricultural products) Jose Suquet Executive Vice President; Executive Vice President and Chief Agency Officer; The Equitable Life Assurance Society of the United States
Page 34 of 114 Pages 35 Stanley B. Tulin Executive Vice President; Senior Executive Vice President and Chief Financial Officer, The Equitable Companies Incorporated *Dave H. Williams Chairman and Chief Executive Alliance Capital Officer, Alliance Capital Management Corporation Management Corp. (investment 1345 Avenue of the company) Americas New York, NY 10105 - ---------------------------- *Director (1) Citizen of the Republic of France (2) Citizen of United Kingdom (3) Citizen of Canada
Page 35 of 114 Pages 36 Schedule E Executive Officers and Members of Conseil d'Administration of AXA The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of AXA and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA at 23, avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA and each individual is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation ---------------------- ---------------------------- *Claude Bebear Chairman and Chief Executive Officer *Antoine Bernheim Chairman and Chief Executive Piazza Duca Degli Abruzzi Officer, Assicurazioni 2 Generali (insurance) 34132 Trieste, Italy Henri de Castries Executive Vice President, Financial Services and Life Insurance Activities (outside of France) Francoise Colloc'h Executive Vice President, Human Resources and Public Relations *Henri de Clermont-Tonnerre Chairman, Societe d'Armement 90, rue de Miromesnil et de Navigation Charles 75008 Paris, France Schiaffino (transportation) *David Dautresme Partner and Managing 121, boulevard Haussman Director 75008 Paris, France Lazard Freres et Cie (investment banking) *Jean-Rene Fourtou Chairman and Chief Executive 25, quai Paul Doumer Officer, Rhone-Poulenc S.A. 92408 Courbevoie, France (industry) *Michel Francois-Poncet Chairman of the Supervisory 3, rue d'Autin Board of Compagnie 75002 Paris, France Financiere Paribas and Banque Paribas (financial services and banking) *Patrice Garnier Retired
Page 36 of 114 Pages 37 *Gianfranco Gutty (1) Director and Executive Piazza Duca Degli Abruzzi Officer, Assicurazioni 2 Generali S.p.A. (insurance) 34132 Trieste, Italy *Anthony Hamilton (2) Group Chairman and Chief 35 Wilson Street Executive Officer, Fox-Pitt, London, England EC2M 2SJ Kelton Group Limited (Finance) *Henri Hottinguer (3) Chairman and Chief Executive 38, rue de Provence Officer, Banque Hottinguer 75009 Paris, France (banking) *Richard H. Jenrette (4) Retired 787 Seventh Avenue New York, New York 10019 *Henri Lachmann Chairman and Chief Executive 56, rue Jean Giraudoux Officer, Strafor Facom 67000 Strasbourg, France (office furniture) Gerard de la Martiniere Executive Vice President, Corporate Finance and Administrative Services *Didier Pineau-Valencienne Chief Executive Officer, 64-70, avenue Jean Schneider S.A. (electric Baptiste Clement equipment) 92646 Boulogne Cedex, France Claude Tendil Executive Vice President, Insurance Activities (in France) and Non-Life and Composite Insurance Activities (outside of France)
- -------------------------- * Member, Conseil d'Administration (1) Citizen of Italy (2) Citizen of the United Kingdom (3) Citizen of Switzerland (4) Citizen of the United States of America Page 37 of 114 Pages 38 Schedule F Executive Officers and Members of Conseil d'Administration of FINAXA The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of Finaxa and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of Finaxa at 23, avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each occu`pation set forth opposite an individual's name refers to Finaxa and each individual is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation ----------------------- ---------------------------- *Claude Bebear Chairman and Chief Executive Officer; Chairman and Chief Executive Officer, AXA *Henri de Castries Executive Vice President, Financial Services and Life Insurance Activities (outside of France), AXA *Henri de Clermont-Tonnerre Chairman, Societe d'Armement 90, rue de Miromesnil et de Navigation Charles 75008 Paris, France Schiaffino (transportation) *Jean-Rene Fourtou Chairman and Chief 25, quai Paul Doumer Executive Officer, 92408 Courbevoie, France Rhone-Poulenc S.A. (industry) *Patrice Garnier Retired *Henri Hottinguer (1) Chairman and Chief 38, rue de Provence Executive Officer, Banque 75009 Paris, France Hottinguer (banking) *Paul Hottinguer (1) Assistant Chairman and 38, rue de Provence Chief Executive Officer, 75009 Paris, France Banque Hottinguer (banking) *Henri Lachmann Chairman and Chief 56, rue Jean Giraudoux Executive Officer, Strafor 67000 Strasbourg, France Facom (office furniture)
Page 38 of 114 Pages 39 *Georges Rousseau Chairman, Apave Normandies 2, rue des Mouettes (consulting) 76130 Mont Saint Aignan, France - ----------------------------- *Member, Conseil d'Administration (1) Citizen of Switzerland
Page 39 of 114 Pages 40 Schedule G Executive Officers and Members of Conseil d'Administration of AXA ASSURANCES I.A.R.D. MUTUELLE The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of AXA Assurances I.A.R.D. Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA Assurances I.A.R.D. Mutuelle at 21/25, rue de Chateaudun, 75009 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA Assurances I.A.R.D. Mutuelle and each individual is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation ----------------------- ---------------------------- *Claude Bebear Chairman and Chief Executive 23, avenue Matignon Officer; Chairman and Chief 75008 Paris, France Executive Officer, AXA Jean-Luc Bertozzi Assistant Chief Executive 21/25, rue de Chateaudun Officer 75009 Paris, France *Henri de Castries Executive Vice President, 23, avenue Matignon Financial Services and Life 75008 Paris, France Insurance Activities (outside of France), AXA *Jean-Pierre Chaffin Manager, Federation de la 5, rue la Bruyere Metallurgie (industry) 75009 Paris, France *Gerard Coutelle Retired *Jean-Rene Fourtou Chairman and Chief Executive 25, quai Paul Doumer Officer, Rhone-Poulenc S.A. 92408 Courbevoie, France (industry) *Patrice Garnier Retired *Henri Lachmann Chairman and Chief Executive 56, rue Jean Giraudoux Officer, Strafor Facom 67000 Strasbourg, France (office furniture)
Page 40 of 114 Pages 41 *Francoise Richer Retired *Georges Rousseau Chairman, Apave Normandies 2, rue des Mouettes (consulting) 76130 Mont Saint Aignan, France *Claude Tendil General Manager; Executive 23, avenue Matignon Vice President, Insurance 75008 Paris, France Activities (in France) and Non-Life and Composite Insurance Activities (outside of France) *Nicolas Thiery Chairman and Chief Executive 6 Cite de la Chapelle Officer, Etablissements 75018 Paris, France Jaillard (management consulting) *Francis Vaudour Chief Executive Officer, 14, boulevard Industriel Segafredo Zanetti France 76301 Sotteville les S.A. (coffee importing and Rouen, France processing) - ------------------------ *Member, Conseil d'Administration
Page 41 of 114 Pages 42 Schedule H Executive Officers and Members of Conseil d'Administration of AXA ASSURANCES VIE MUTUELLE The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of AXA Assurances Vie Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA Assurances Vie Mutuelle at 21/25, rue de Chateaudun, 75009 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA Assurances Vie Mutuelle and each individual is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation ----------------------- ---------------------------- *Claude Bebear Chairman and Chief Executive 23, avenue Matignon Officer; Chairman and Chief 75008 Paris, France Executive Officer, AXA Jean-Luc Bertozzi Assistant Chief Executive 21/25, rue de Chateaudun Officer 75009 Paris, France *Henri de Castries Executive Vice President, 23, avenue Matignon Financial Services and Life 75008 Paris, France Insurance Activities (outside of France), AXA *Jean-Pierre Chaffin Manager, Federation de la 5, rue la Bruyere Metallurgie (industry) 75009 Paris, France *Henri de Clermont-Tonnerre Chairman, Societe d'Armement 90, rue de Miromesnil et de Navigation Charles 75008 Paris, France Schiaffino (transportation) *Gerard Coutelle Retired *Jean-Rene Fourtou Chairman and Chief Executive 25, quai Paul Doumer Officer, Rhone-Poulenc S.A. 92408 Courbevoie, France (industry)
Page 42 of 114 Pages 43 *Henri Lachmann Chairman and Chief Executive 56, rue Jean Giraudoux Officer, Strafor Facom 67000 Strasbourg, France (office furniture) *Francoise Richer Retired *Georges Rousseau Chairman, Apave Normandies 2, rue des Mouettes (consulting) 76130 Mont Saint Aignan, France *Claude Tendil General Manager; Executive 23, avenue Matignon Vice President, Insurance 75008 Paris, France Activities (in France) and Non-Life and Composite Insurance Activities (outside of France) *Nicolas Thiery Chairman and Chief Executive 6 Cite de la Chapelle Officer, Etablissements 75018 Paris, France Jaillard (management consulting) *Francis Vaudour Chief Executive Officer, 14, boulevard Industriel Segafredo Zanetti France 76301 Sotteville les Rouen, S.A. (coffee importing and France processing) - ----------------------- *Member, Conseil d'Administration
Page 43 of 114 Pages 44 Schedule I Executive Officers and Members of Conseil d'Administration of UNI EUROPE ASSURANCE MUTUELLE The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of Uni Europe Assurance Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of Uni Europe Assurance Mutuelle at 24, rue Druout, 75009 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Uni Europe Assurance Mutuelle and each individual is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation ----------------------- ---------------------------- *Claude Bebear Chairman and Chief Executive 23, avenue Matignon Officer; Chairman and Chief 75008 Paris, France Executive Officer, AXA *Henri de Castries Executive Vice President, 23, avenue Matignon Financial Services and Life 75008 Paris, France Insurance Activities (outside of France), AXA *Francis Cordier Chairman and Chief Executive rue Nicephone Niepce BP Officer, Group Demay Lesieur 232 76304 Sotteville Les (food industry) Rouen, France *Gerard Coutelle Retired *Jean-Rene Fourtou Chairman and Chief Executive 25, quai Paul Doumer Officer, Rhone-Poulenc S.A. 92408 Courbevoie, France (industry) *Patrice Garnier Retired *Henri Lachmann Chairman and Chief Executive 56, rue Jean Giraudoux Officer, Strafor Facom 67000 Strasbourg, France (office furniture) *Francis Magnan Chairman and Chief Executive 50, boulevard des Dames Officer, Groupe Daher (air 13002 Marseille, France and sea transportation)
Page 44 of 114 Pages 45 *Jean de Ribes Chief Executive Officer, 13, rue Notre Dame des Banque Rivaud (banking) Victoires 75008 Paris, France *Georges Rousseau Chairman, Apave Normandies 2, rue des Mouettes (consulting) 76130 Mont Saint Aignan, France *Jean-Paul Saillard Corporate Secretary, AXA 23, avenue Matignon 75008 Paris, France *Claude Tendil General Manager; Executive 23, avenue Matignon Vice President, Insurance 75008 Paris, France Activities (in France) and Non-Life and Composite Insurance Activities (outside of France) - ----------------------- *Member, Conseil d'Administration
Page 45 of 114 Pages 46 Schedule J Executive Officers and Members of Conseil d'Administration of ALPHA ASSURANCES VIE MUTUELLE The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of Alpha Assurances Vie Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of Alpha Assurances Vie Mutuelle at Tour Franklin, 100/101 Terrasse Boildieu, Cedex 11, 92042 Paris La Defense, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Alpha Assurances Vie Mutuelle and each individual is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation ---------------------- ---------------------------- *Claude Bebear Chairman and Chief Executive 23, avenue Matignon Officer; Chairman and Chief 75008 Paris, France Executive Officer, AXA *Henri de Castries Executive Vice President, 23, avenue Matignon Financial Services and Life 75008 Paris, France Insurance Activities (outside of France), AXA *Henri de Clermont-Tonnerre Chairman, Societe d'Armement 90, rue de Miromesnil et de Navigation Charles 75008 Paris, France Schiaffino (transportation) *Claude Fath Manager *Jean-Rene Fourtou Chairman and Chief Executive 25, quai Paul Doumer Officer, Rhone-Poulenc S.A. 92408 Courbevoie, France (industry) *Patrice Garnier Retired *Henri Lachmann Chairman and Chief Executive 56, rue Jean Giraudoux Officer, Strafor Facom 67000 Strasbourg, France (office furniture)
Page 46 of 114 Pages 47 *Georges Rousseau Chairman, Apave Normandies 2, rue des Mouettes (consulting) 76130 Mont Saint Aignan, France *Claude Tendil General Manager; Executive 23, avenue Matignon Vice President, Insurance 75008 Paris, France Activities (in France) and Non-Life and Composite Insurance Activities (outside of France) *Francis Vaudour Chief Executive Officer, 14, boulevard Industriel Segafredo Zanetti France 76301 Sotteville les Rouen S.A. (coffee importing and France processing) - -------------------------- *Member, Conseil d'Administration
Page 47 of 114 Pages 48 Schedule K Executive Officers and Members of Conseil d'Administration of ALPHA ASSURANCES I.A.R.D. MUTUELLE The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of Alpha Assurances I.A.R.D. Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of Alpha Assurances I.A.R.D. Mutuelle at Tour Franklin, 100/101 Terrasse Boildieu, Cedex 11, 92042 Paris La Defense, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Alpha Assurances I.A.R.D. Mutuelle and each individual is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation ---------------------- ---------------------------- *Claude Bebear Chairman and Chief Executive 23, avenue Matignon Officer; Chairman and Chief 75008 Paris, France Executive Officer, AXA *Henri Brischoux Manager, AXA 23, avenue Matignon 75008 Paris, France *Henri de Castries Executive Vice President, 23, avenue Matignon Financial Services and Life 75008 Paris, France Insurance Activities (outside of France), AXA *Henri de Clermont-Tonnerre Chairman, Societe d'Armement 90, rue de Miromesnil et de Navigation Charles 75008 Paris, France Schiaffino (transportation) *Bernard Cornille Audit Manager, AXA 23, avenue Matignon 75008 Paris, France *Claude Fath Manager, Alpha Assurances Vie Mutuelle *Patrice Garnier Retired
Page 48 of 114 Pages 49 *Henri Lachmann Chairman and Chief Executive 56, rue Jean Giraudoux Officer, Strafor Facom 67000 Strasbourg, France (office furniture) *Claude Peter Retired *Georges Rousseau Chairman, Apave Normandies 2, rue des Mouettes (consulting) 76130 Mont Saint Aignan, France *Claude Tendil General Manager; Executive 23, avenue Matignon Vice President, Insurance 75008 Paris, France Activities (in France) and Non-Life and Composite Insurance Activities (outside of France) - ------------------------ *Member, Conseil d'Administration
Page 49 of 114 Pages EX-99.1 2 AGREEMENT AMONG REPORTING PERSONS. 1 Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.01 par value per share, of Sunrise Assisted Living, Inc., a [Delaware] corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(f)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. Sprout Growth II, L.P. by: DLJ Capital Corporation its: Managing General Partner By: /s/ Thomas E. Siegler --------------------------------- Thomas E. Siegler Secretary and Treasurer DLJ Capital Corporation By: /s/ Thomas E. Siegler --------------------------------- Thomas E. Siegler Secretary and Treasurer Donaldson, Lufkin & Jenrette Securities Corporation By: /s/ Thomas E. Siegler --------------------------------- Thomas E. Siegler Senior Vice President Donaldson, Lufkin & Jenrette, Inc. By: /s/ Thomas E. Siegler --------------------------------- Thomas E. Siegler Senior Vice President Page 50 of 114 Pages 2 The Equitable Companies Incorporated By: /s/ Joanne T. Marren ----------------------------------- Joanne T. Marren Senior Vice President and Deputy General Counsel AXA Finaxa AXA Assurances I.A.R.D. Mutuelle AXA Assurances Vie Mutuelle Uni Europe Assurance Mutuelle Alpha Assurances I.A.R.D. Mutuelle Alpha Assurances Vie Mutuelle Claude Bebear, as AXA Voting Trustee Patrice Garnier, as AXA Voting Trustee Henri Clermont-Tonnerre, as AXA Voting Trustee Signed on behalf of each of the above By: /s/ Joanne T. Marren ----------------------------------- Joanne T. Marren Attorney-in-fact Page 51 of 114 Pages EX-99.2 3 UNDERWRITING AGREEMENT. 1 Exhibit 2 5,700,000 Shares SUNRISE ASSISTED LIVING, INC. Common Stock UNDERWRITING AGREEMENT May 30, 1996 DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION ALEX. BROWN & SONS INCORPORATED NATWEST SECURITIES LIMITED As representatives of the several underwriters named in Schedule I hereto c/o Donaldson, Lufkin & Jenrette Securities Corporation 277 Park Avenue New York, New York 10172 Dear Sirs: Sunrise Assisted Living, Inc., a Delaware corporation (the "Company"), proposes to issue and sell 5,700,000 shares of its Common Stock, $.01 par value per share ("Common Stock"), to the several underwriters named in Schedule I hereto (the "Underwriters"). Such 5,700,000 shares of Common Stock are hereinafter referred to as the "Firm Shares"). In addition, the stockholders of the Company named in Schedule II hereto (collectively, the "Selling Stockholders"), propose to sell to the several Underwriters not more than 855,000 additional shares of Common Stock (the "Additional Shares") if requested by the Underwriters as provided in Section 2 hereof. The Firm Shares consist of authorized and unissued shares to be issued and sold by the Company and the Additional Shares consist of issued and outstanding shares to be sold by the Selling Stockholders. The Firm Shares and the Additional Shares are herein collectively called the "Shares". The Company and the Selling Stockholders are hereinafter collectively called the "Sellers". 2 1. Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively called the "Act"), a registration statement on Form S-1 including a prospectus relating to the Shares, which may be amended. The registration statement as amended at the time when it becomes effective, including a registration statement (if any) filed pursuant to Rule 462(b) under the Act increasing the size of the offering registered under the Act and information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Act, is hereinafter referred to as the "Registration Statement", and the prospectus in the form first used to confirm sales of Shares is hereinafter referred as the "Prospectus". 2. Agreements to Sell and Purchase. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Company agrees to issue and sell 5,700,000 Firm Shares to the Underwriters and (ii) each Underwriter agrees, severally and not jointly, to purchase from the Company at a price per share of $20.00 (the "Purchase Price") the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Selling Stockholders agree to sell up to 855,000 Additional Shares to the Underwriters and (ii) the Underwriters shall have the right to purchase, severally and not jointly, up to an aggregate of 855,000 Additional Shares from the Selling Stockholders at the Purchase Price. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Selling Stockholders, care of the Company, within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Selling Stockholders the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Selling Stockholders as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. The Company agrees that the Company shall, concurrently with the execution of this Agreement, deliver letter agreements executed by (i) each of the directors and officers of the Company and (ii) each stockholder listed on Annex I hereto, pursuant to which each - 2 - 3 such person agrees, not to offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any Common Stock, except to the Underwriters pursuant to this Agreement, for a period of 180 days after the effective date of the Registration Statement, other than (i) as a gift or gifts, provided the donee or donees thereof agree in writing to be bound such letter agreement, (ii) transfers to a transferor's affiliates, as such term is defined in Rule 405 promulgated under the Act, provided the transferee agrees in writing to be bound by such letter agreement, or (iii) with the prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation (except as to shares held by affiliates of Donaldson, Lufkin & Jenrette Securities Corporation which require the prior written consent of Alex. Brown & Sons Incorporated and NatWest Securities Limited). Notwithstanding the foregoing, during such period the Company (i) may grant stock options (and may issue shares of its Common Stock upon exercise thereof) pursuant to the Company's existing 1995 Stock Option Plan or the Company's existing 1996 Directors' Stock Option Plan (collectively, the "Option Plans"), (ii) may issue shares of Common Stock upon the exercise of any of the 450,000 stock options granted to David W. Faeder outside of the Option Plans, (iii) may issue shares of Common Stock upon the exercise of the 50,000 warrants outstanding on the date hereof or upon the conversion of the 2,444,444 shares of Series A Convertible Preferred Stock of the Company outstanding on the date hereof, and (iv) may issue shares of Common Stock in connection with the Company's acquisition of assets of, or an ownership interest in, another business or entity, provided, however, that, without the prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation, the Company may not (i) register such shares of Common Stock under the Act for a period of 180 days after the effective date of the Registration Statement or (ii) grant any registration rights with respect to such shares of Common Stock that are exercisable within 180 days after the effective date of the Registration Statement. 3. Terms of Public Offering. The Sellers are advised by you that the Underwriters propose (i) to make a public offering of their respective portions of the Shares as soon after the effective time of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Shares upon the terms set forth in the Prospectus. 4. Delivery and Payment. Delivery to the Underwriters of and payment for the Firm Shares shall be made at 10:00 A.M., New York City time, on the third or fourth business day (unless otherwise permitted by the Commission pursuant to Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) following the date of the initial public offering (the "Closing Date"), at the offices of Hogan & Hartson L.L.P., 555 Thirteenth Street, NW, Washington, D.C. 20004, or at such other place outside the State of New York as you shall designate. The Closing Date and the location of delivery of and the form of payment for the Firm Shares may be varied by agreement between you and the Company. - 3 - 4 Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the offices of Hogan & Hartson L.L.P., 555 Thirteenth Street, NW, Washington, D.C. 20004, or at such other place as you shall designate, at 10:00 A.M., New York City time, on the date specified in the applicable exercise notice given by you pursuant to Section 2 (an "Option Closing Date"). Any such Option Closing Date and the location of delivery of and the form of payment for such Additional Shares may be varied by agreement between you and the Sellers. Certificates for the Shares shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to the Closing Date or an Option Closing Date, as the case may be. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or an Option Closing Date, as the case may be. Certificates in definitive form evidencing the Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, with any transfer taxes thereon duly paid by the respective Sellers, for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by wire transfer of immediately available funds to the order of the applicable Sellers. 5. Agreements of the Company. The Company agrees with you: (a) To advise you promptly and, if requested by you, to confirm such advice in writing, (i) when any post-effective amendment to the Registration Statement becomes effective, (ii) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for such purposes, and (iv) of the occurrence of any event during the period referred to in paragraph (e) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. (b) To furnish to you, without charge, four signed copies of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits, and to furnish to you and each Underwriter designated by you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request. - 4 - 5 (c) Not to file any amendment or supplement to the Registration Statement, whether before or after the time when it becomes effective, or to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object; and to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Shares by you, and to use its best efforts to cause the same to become promptly effective. (d) Promptly after the Registration Statement becomes effective, and from time to time thereafter for such period as a prospectus is required by law to be delivered in connection with sales by an Underwriter or a dealer, to furnish to each Underwriter and dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) as such Underwriter or dealer may reasonably request. (e) If during the period specified in paragraph (d) any event shall occur as a result of which, in the judgment of the Company or in the opinion of counsel for the Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with any law, forthwith to prepare and file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with law, and to furnish to each Underwriter and to such dealers as you shall specify, such number of copies thereof as such Underwriter or dealers may reasonably request. (f) Prior to any public offering of the Shares, to cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Shares for offer and sale by the several Underwriters and by dealers under the state securities or Blue Sky or real estate syndication laws of such jurisdictions as you may request, to continue such qualification in effect so long as required for distribution of the Shares and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification; provided, however, that the Company shall not be obligated in connection therewith or as a condition thereof to (i) file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not otherwise required to so file a general consent to service of process or to be so qualified, or (ii) take any action that would subject it to income taxation in any jurisdiction in which it is not otherwise subject to income - 5 - 6 taxation. In addition, the Company agrees to comply in all material respects with (i) the undertakings set forth in numbered paragraphs 12, 13, 14 and 18 of its "Application for Exemption Under Sections 352-g(2) and 359-f(2) of the New York General Business Law for a Real Estate Syndication Offering Registered with the Securities and Exchange Commission Under the Federal Securities Act of 1933", dated March 21, 1996, as amended to date and as may be amended hereafter, and (ii) any applicable provisions of Section 352-e of the New York General Business Law or the rules and regulations promulgated thereunder. (g) To mail and make generally available to its stockholders as soon as reasonably practicable, but in any event not later than the 90th day following the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement, an earning statement covering a period of at least twelve months after the effective date of the Registration Statement which shall satisfy the provisions of Section 11(a) of the Act and Rule 158 thereunder. (h) For a period of five (5) years from the date of this Agreement, to furnish to you as soon as available copies of all annual reports and other documents, reports, financial statements and information (i) furnished by the Company to its stockholders, (ii) furnished to The Nasdaq Stock Market, Inc. National Market (the "Nasdaq National Market") or any securities exchange upon which the Common Stock may be listed or quoted pursuant to the requirements of or agreements with such market or exchange or (iii) filed with the Commission under or pursuant to the Act or the Exchange Act. (i) To pay all costs, expenses, fees and transfer taxes incident to (i) the preparation, printing, filing and distribution under the Act of the Registration Statement (including financial statements and exhibits), each preliminary prospectus and all amendments and supplements to any of them prior to or during the period specified in paragraph (e), (ii) the printing and delivery of the Prospectus and all amendments or supplements to it during the period specified in paragraph (e), (iii) the printing and delivery of this Agreement, the Preliminary and Supplemental Blue Sky Memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection with the offering of the Shares (including in each case any disbursements of counsel for the Underwriters relating to such printing and delivery), (iv) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the several states (including in each case the fees and disbursements of counsel for the Underwriters relating to such registration or qualification and memoranda relating thereto), (v) filings and clearance with the National - 6 - 7 Association of Securities Dealers, Inc. ("NASD") in connection with the offering, (vi) the listing of the Shares on the Nasdaq National Market, (vii) furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be reasonably requested for use in connection with the offering or sale of the Shares by the Underwriters or by dealers to whom Shares may be sold and (viii) the performance by the Sellers of their other obligations under this Agreement. The Selling Stockholders have agreed with the Company to reimburse the Company for a portion of such expenses. (j) To use its best efforts to maintain the inclusion of the Common Stock in the Nasdaq National Market (or on a national securities exchange) for a period of five years after the effective date of the Registration Statement. (k) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date or any Option Closing Date, as the case may be, and to satisfy all conditions precedent on its part to the delivery of the Shares. 6. Representations and Warranties of the Company and the Selling Stockholders. Each of the Company and the Selling Stockholders, jointly and severally, represents and warrants to each Underwriter that: (a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the Company's knowledge, threatened by the Commission. (b)(i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Act and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph (b) do not apply to statements or omissions in the Registration Statement or the Prospectus based upon information relating to any Underwriter furnished to the Company in - 7 - 8 writing by or on behalf of such Underwriter through you expressly for use therein. (c) Each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Act, and each Registration Statement filed pursuant to Rule 462(b) under the Act, if any, complied when so filed in all material respects with the Act; and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The Company has been duly organized, is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus, and is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries (hereafter defined), taken as a whole. (e) All of the outstanding shares of capital stock of the Company (including the Shares to be sold by the Selling Stockholders) have been duly authorized and validly issued and are fully paid and non-assessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of or subject to any preemptive or similar rights. The Firm Shares to be issued and sold by the Company hereunder have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered to the Underwriters against payment therefor as provided in this Agreement, will be duly and validly issued and fully paid and non-assessable, and will be sold free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest; and no preemptive right, co-sale right, tag along right, registration right, right of first refusal or other similar right of stockholders exists with respect to any of the Firm Shares or the issuance and sale thereof, other than those that have been expressly waived prior to the date hereof and those that will automatically expire upon the consummation of the transactions contemplated by this Agreement on the Closing Date. No further consent, approval or authorization of any stockholder, the Board of Directors of the Company, any court or governmental agency or body, or others is required for the issuance and sale or transfer of the Firm Shares except as may be required under the - 8 - 9 federal securities laws or under any state or other securities, Blue Sky or real estate syndication laws and except as may be required to be obtained by the Underwriters. Except as disclosed in the Prospectus, there are no stockholders agreements or voting agreements with respect to the Common Stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company's stockholders, other than those that will automatically terminate upon the consummation of the transactions contemplated by this Agreement on the Closing Date. (f) The authorized capital stock of the Company (i) is as set forth in the Prospectus under the caption "Capitalization" and (ii) conforms to the description thereof and the statements relating thereto contained in the Prospectus. (g) All of the consolidated corporations, partnerships and limited liability companies in which the Company has a direct or indirect ownership interest are listed in Exhibit 21 to the Registration Statement (collectively, the "Subsidiaries"). The Company's ownership interest in each of the facilities listed in the Prospectus under the caption "Business--Owned Facilities" is owned by the Company directly or indirectly through one or more Subsidiaries and the Company's direct or indirect percentage ownership interests in such facilities are as described under such caption. (h) Each Subsidiary that is a corporation (a "Corporate Subsidiary") has been duly organized, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus, and is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries, taken as a whole. All of the outstanding shares of capital stock of each Corporate Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, were issued and sold in compliance with all applicable federal and state securities laws, were not issued in violation of or subject to any preemptive or similar rights, and are owned by the Company directly, or indirectly through one of the other Subsidiaries, free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature, except (i) for those encumbrances disclosed in the Prospectus, (ii) for interests or liens held by others as security for indebtedness of the Company or any Subsidiary disclosed in the Prospectus and (iii) for transfer - 9 - 10 restrictions under applicable federal and state securities and real estate syndication laws. (i) Each Subsidiary that is a limited partnership (a "Limited Partnership Subsidiary") has been duly organized, is validly existing as a limited partnership in good standing under the laws of its jurisdiction of organization and has the limited partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus, and is duly qualified and is in good standing (where applicable) as a foreign limited partnership authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries, taken as a whole. All outstanding limited partnership interests in the Limited Partnership Subsidiaries were issued and sold in compliance with the applicable limited partnership agreements of such Limited Partnership Subsidiaries and all applicable federal and state securities laws, and the limited partnership interests therein held directly or indirectly by the Company are owned free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature, except (i) for those encumbrances disclosed in the Prospectus, (ii) for interests or liens held by others as security for indebtedness of the Company or any Subsidiary disclosed in the Prospectus, (iii) to the extent provided in the applicable limited partnership agreements of such Limited Partnership Subsidiaries and (iv) for transfer restrictions under applicable federal and state securities and real estate syndication laws. To the knowledge of the Company, each limited partnership agreement pursuant to which the Company or a Subsidiary holds a partnership interest in a Limited Partnership Subsidiary is in full force and effect and constitutes the legal, valid and binding agreement of the parties thereto, enforceable against such parties in accordance with the terms thereof, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally or by general equitable principles. There has been no material breach of or default under, and no event which with notice or lapse of time would constitute a material breach of or default under, such limited partnership agreements by the Company or any Subsidiary or, to the Company's knowledge, any other party to such agreements. (j) Each Subsidiary that is a limited liability company (an "LLC Subsidiary") has been duly organized, is validly existing as a limited liability company in good standing under the laws of its jurisdiction of organization and has the limited liability company power and authority to own, lease and operate its properties and to conduct its business as described in the - 10 - 11 Prospectus, and is duly qualified and is in good standing (where applicable) as a foreign limited liability company authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries, taken as a whole. All outstanding membership interests in the LLC Subsidiaries were issued and sold in compliance with the applicable operating agreements of such LLC Subsidiaries and all applicable federal and state securities laws, and the membership interests therein held directly or indirectly by the Company are owned free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature, except (i) for those encumbrances disclosed in the Prospectus, (ii) for interests or liens held by others as security for indebtedness of the Company or any Subsidiary disclosed in the Prospectus, (iii) to the extent provided in the applicable operating agreements of such LLC Subsidiaries and (iv) for transfer restrictions under applicable federal and state securities and real estate syndication laws. To the knowledge of the Company, each operating agreement pursuant to which the Company or a Subsidiary holds a membership interest in an LLC Subsidiary is in full force and effect and constitutes the legal, valid and binding agreement of the parties thereto, enforceable against such parties in accordance with the terms thereof, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally or by general equitable principles. There has been no material breach of or default under, and no event which with notice or lapse of time would constitute a material breach of or default under, such operating agreements by the Company or any Subsidiary or, to the Company's knowledge, any other party to such agreements. (k) Neither the Company nor any of the Subsidiaries is in violation of its respective charter, by-laws, partnership agreement, operating agreement or other governing document(s). Neither the Company nor any of the Subsidiaries is in default in the performance of any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any other agreement, indenture or instrument material to the conduct of the business of the Company and the Subsidiaries, taken as a whole, to which the Company or any of the Subsidiaries is a party or by which it or any of the Subsidiaries or their respective property is bound, except for any such defaults that would not have a material adverse effect on the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries, taken as a whole. Neither the Company nor any of the Subsidiaries is in material violation of any order, writ, injunction, judgment or decree of any court, government or governmental agency or - 11 - 12 body, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries or over any of their respective property. Neither the Company nor any of the Subsidiaries is in violation of any law, ordinance, rule or regulation applicable to the Company or any of the Subsidiaries, which violation would have a material adverse effect on the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries, taken as a whole. (l) The Company has, and on the Closing Date will have, full legal right, power and authority to enter into this Agreement and, as to the Company, to issue, sell and deliver the Firm Shares in the manner provided herein. This Agreement has been duly authorized, executed and delivered by the Company and this Agreement is a valid and binding agreement of the Company enforceable in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited by applicable law. The execution, delivery and performance of this Agreement, compliance by the Company with all the provisions hereof and the consummation by the Company of the transactions contemplated hereby will not require any consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body (except as has been obtained and except as may be required under the federal securities laws or the securities, Blue Sky or real estate syndication laws of the various states) and will not conflict with or constitute a breach of any of the terms or provisions of, or a default under, the charter, by-laws, partnership agreement, operating agreement or other governing document(s) of the Company or any of the Subsidiaries or any agreement, indenture or other instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or their respective property is bound, or violate or conflict with any laws, administrative regulations or rulings or court decrees applicable to the Company, any of the Subsidiaries or their respective property, except as disclosed in the Prospectus and except as rights to indemnity and contribution hereunder may be limited by applicable law. (m) Except as otherwise set forth in the Prospectus, there are no material legal or governmental proceedings pending or, to the Company's knowledge, threatened or contemplated to which the Company or any of the Subsidiaries is a party or of which any of their respective property is the subject that (i) are required to be set forth in the Registration Statement, (ii) could reasonably be expected to result in a material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries, taken as a whole, or (iii) could reasonably be expected to adversely effect the issuance or validity of the Firm Shares. No contract or document of a character required to be described in the Registration Statement or the Prospectus or - 12 - 13 to be filed as an exhibit to the Registration Statement is not so described or filed as required. (n) Neither the Company nor any of the Subsidiaries has violated any foreign, federal, state or local law or regulation relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), nor any federal or state law relating to discrimination in the hiring, promotion or pay of employees nor any applicable federal or state wages and hours laws, nor any provisions of the Employee Retirement Income Security Act or the rules and regulations promulgated thereunder, which in each case could reasonably be expected to result in any material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries, taken as a whole. (o) Except as described in the Prospectus, the Company and the Subsidiaries have operated and currently operate their business in conformity with all applicable laws, rules and regulations of each jurisdiction in which it is conducting business, except where the failure to be so in compliance would not have a material adverse effect on the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries, taken as a whole. The Company and each of the Subsidiaries has such permits, licenses, franchises and authorizations of governmental or regulatory authorities ("permits"), including, without limitation, under any applicable Environmental Laws, as are necessary to own, lease and operate its respective properties and to conduct its business; the Company and each of the Subsidiaries has fulfilled and performed all of its material obligations with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any such permit; and, except as described in the Prospectus, such permits contain no restrictions that are materially burdensome to the Company or any of the Subsidiaries. The Company and the Subsidiaries are not aware of any existing or imminent matter which could reasonably be expected to adversely impact their operations or business prospects other than as disclosed in the Prospectus. (p) Except as otherwise set forth in the Prospectus or such as are not material to the business, prospects, financial condition or results of operation of the Company and the Subsidiaries, taken as a whole, the Company and each of the Subsidiaries has good and marketable title, free and clear of all liens, claims, encumbrances and restrictions except liens for taxes not yet due and payable, to all property and assets described in the - 13 - 14 Registration Statement as being owned by it (other than stock or other ownership interests in Subsidiaries, which are the subject of the representations in paragraphs (h) through (j) above). The agreements to which the Company or any of the Subsidiaries is a party described in the Registration Statement and Prospectus are valid agreements, enforceable by the Company and the Subsidiaries (as applicable), except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles and, to the Company's knowledge, the other contracting party or parties thereto are not in material breach or material default under any of such agreements. All leases to which the Company or any of the Subsidiaries is a party are valid and binding and no default has occurred or is continuing thereunder, which could reasonably be expected to result in any material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries, taken as a whole, and the Company and the Subsidiaries enjoy peaceful and undisturbed possession under all such leases to which any of them is a party as lessee with such exceptions as do not materially interfere with the use made by the Company or such Subsidiary. (q) The Company and the Subsidiaries maintain insurance with insurers of recognized financial responsibility of the types and in the amounts generally deemed adequate for their respective businesses and consistent with insurance coverage maintained by similar companies in similar businesses, including, but not limited to, insurance covering real and personal property owned or leased by the Company or its subsidiaries against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, all of which insurance is in full force and effect. (r) Except as disclosed in the Prospectus, there are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or liens related to or entitling any person to purchase or otherwise to acquire any shares of the capital stock of, or other ownership interest in, the Company or any Subsidiary. (s) There is (i) no material unfair labor practice complaint pending against the Company or any of the Subsidiaries or, to the knowledge of the Company, threatened against any of them, before the National Labor Relations Board or any state or local labor relations board, and no material grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Company or any of the Subsidiaries or, to the knowledge of the Company, threatened against any of them, and (ii) no material strike, labor dispute, slowdown or - 14 - 15 stoppage pending against the Company or any of the Subsidiaries or, to the knowledge of the Company, threatened against it or any of the Subsidiaries. No collective bargaining agreement exists with any of the Company's employees and, to the Company's knowledge, no such agreement is imminent. (t) All material tax returns required to be filed by the Company and each of the Subsidiaries in any jurisdiction have been filed, other than those filings being contested in good faith, and all material taxes, including withholding taxes, penalties and interest, assessments, fees and other charges due pursuant to such returns or pursuant to any assessment received by the Company or any of the Subsidiaries have been paid, other than those being contested in good faith and for which adequate reserves have been provided. (u) Except as described in the Prospectus, the Company owns or possesses adequate rights to use all material trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights and licenses necessary for the conduct of its business and has no reason to believe that the conduct of its business as described in the Prospectus will conflict with any such rights of others. (v) Neither the Company nor any of the Subsidiaries, nor to the knowledge of the Company, any agent or other person acting on behalf of the Company or any Subsidiary has, directly or indirectly, used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity; made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds; failed to disclose fully any contribution in violation of law; violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended; or made any unlawful bribe, rebate, payoff, influence, kick-back or other unlawful payment. (w) Ernst & Young LLP are independent public accountants with respect to the Company as required by the Act. (x) The financial statements, together with related schedules and notes forming part of the Registration Statement and the Prospectus (and any amendment or supplement thereto), present fairly the consolidated financial position, results of operations and changes in financial position of the Company and the Subsidiaries on the basis stated in the Registration Statement at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles - 15 - 16 consistently applied throughout the periods involved, except as disclosed therein; and the other financial and statistical information and data set forth in the Registration Statement and the Prospectus (and any amendment or supplement thereto) is, in all material respects, accurately presented and prepared (i) on a basis consistent with such financial statements and the books and records of the Company and (ii) as to pro forma information, in good faith on the basis of the assumptions described in the Registration Statement and such assumptions are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. (y) Neither the Company nor any of the Subsidiaries is, nor will the Company or any of the Subsidiaries become upon the sale of the Shares and the application of the proceeds therefrom as described in the Prospectus under the caption "Use of Proceeds," an "investment company" or a person "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended. (z) Except as disclosed in the Prospectus, no holder of any security of the Company has any right to require registration of shares of Common Stock or any other security of the Company. (aa) The Company has complied with all provisions of Section 517.075, Florida Statutes (Chapter 92-198, Laws of Florida). (bb) The Company has filed a registration statement pursuant to Section 12(g) of the Exchange Act, to register the Common Stock, has filed an application to list the Shares on the Nasdaq National Market, and has received notification that the listing has been approved, subject to official notice of issuance. (cc) Except as disclosed in the Prospectus, there are no business relationships or related party transactions required to be disclosed therein by Item 404 of Regulation S-K of the Commission. (dd) The Company and each of the Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. - 16 - 17 (ee) Subsequent to the respective dates as of which information is given in the Registration Statement and Prospectus, there has not been (i) any material adverse change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and the Subsidiaries, taken as a whole, (ii) any transaction that is material to the Company and the Subsidiaries, taken as a whole, except transactions entered into in the ordinary course of business, (iii) any obligation, direct or contingent, that is material to the Company and the Subsidiaries, taken as a whole, incurred by the Company or the Subsidiaries, except obligations incurred in the ordinary course of business, (iv) any change in the capital stock (other than as expressly contemplated therein) or outstanding indebtedness of the Company or any of the Subsidiaries that is material to the Company and the Subsidiaries, taken as a whole, (v) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or any of the Subsidiaries (other than quarterly dividends on the Series B Exchangeable Preferred Stock of the Company), or (vi) any loss or damage (whether or not insured) to the property of the Company or any of the Subsidiaries which has been sustained or will have been sustained which has a material adverse effect on the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries, taken as a whole. (ff) The Company has not distributed and will not distribute prior to the later of (i) the Closing Date, or any date on which Additional Shares are to be purchased, as the case may be, and (ii) completion of the distribution of the Shares, any offering material in connection with the offering and sale of the Shares other than any preliminary prospectuses filed as part of the Registration Statement, the Prospectus, the Registration Statement and other materials, if any, permitted by the Act. (gg) The Company has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. 7. Representations and Warranties of the Selling Stockholders. The Selling Stockholders jointly represent and warrant to each Underwriter that: (a) The Selling Stockholders are the lawful joint owners, as tenants by the entireties, of the Additional Shares that may be sold by the Selling Stockholders pursuant to Section 2 of this Agreement and have, and on any Option Closing Date will have, good and valid title to such Shares, free of all restrictions on transfer, pledges, liens, encumbrances, security interests and claims whatsoever. - 17 - 18 (b) Upon delivery of and payment for such Shares pursuant to this Agreement, good and valid title to such Shares will pass to the Underwriters, free and clear of all restrictions on transfer, pledges, liens, encumbrances, security interests and claims whatsoever; and no co-sale right, tag along right, right of first refusal or other similar right exists with respect to any of the Additional Shares or the transfer and sale thereof, other than those that have been expressly waived prior to the date hereof and those that will automatically expire upon the consummation of the transactions contemplated by this Agreement on the Closing Date. (c) The Selling Stockholders have, and on any Option Closing Date will have, full legal right, power and authority to enter into this Agreement and the Letter of Transmittal and Custody Agreement between the Selling Stockholders and First Union National Bank of North Carolina, as Custodian (the "Custody Agreement"), and to sell, assign, transfer and deliver such Shares in the manner provided herein and therein, and this Agreement and the Custody Agreement have been duly executed and delivered by the Selling Stockholders and each of this Agreement and the Custody Agreement is a valid and binding agreement of the Selling Stockholders enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally or by general equitable principles, and except as rights to indemnity and contribution hereunder may be limited by applicable law. (d) The Selling Stockholders have not taken, and will not take, directly or indirectly, any action designed to, or which might reasonably be expected to, cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares pursuant to the distribution contemplated by this Agreement; and other than as permitted by the Act, the Selling Stockholders have not distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Shares. (e) The execution, delivery and performance of this Agreement by the Selling Stockholders, compliance by the Selling Stockholders with all the provisions hereof and the consummation by the Selling Stockholders of the transactions contemplated hereby will not require any consent, approval, authorization or order of any court, regulatory body, administrative agency or other governmental body or of any other governmental or non-governmental person or entity (except as has been obtained and except as may be required under the federal securities laws or the state securities, Blue Sky or real estate syndication laws) and will not conflict with or constitute a breach of any of the terms or provisions of, or - 18 - 19 a default under, any agreement, indenture or other instrument to which the Selling Stockholders are a party or by which the Selling Stockholders or property of the Selling Stockholders are bound, or violate or conflict with any laws, administrative regulation or ruling or court decree applicable to the Selling Stockholders or property of the Selling Stockholders, except as rights to indemnity and contribution hereunder may be limited by applicable law. (f) Such parts of the Registration Statement under the caption "Principal and Selling Stockholders" which specifically relate to the Selling Stockholders do not, and will not (after amendment, if necessary, for any change in such information as provided in paragraph 7(g) below) on any Option Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of circumstances under which they were made, not misleading. (g) At any time during the period described in paragraph 5(e) hereof, if there is any change in the information referred to in paragraph 7(f) above, the Selling Stockholders will immediately notify you of such change. 8. Indemnification. (a) The Company and each Selling Stockholder, jointly and severally, agree to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and judgments caused by or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or judgments are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished in writing to the Company by or on behalf of any Underwriter through you expressly for use therein. Notwithstanding the foregoing, the aggregate liability of the Selling Stockholders pursuant to the provisions of this paragraph, or for any breaches of one or more representations or warranties contained in this Agreement, shall be limited to an amount equal to the aggregate purchase price (net of underwriting discounts and commissions) received by the Selling Stockholders from the sale of the Additional Shares hereunder; provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages and liabilities and judgments purchased Shares, or any person controlling such Underwriter, if a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or - 19 - 20 supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Shares to such person, and if the Prospectus (as so amended and supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or judgment. (b) In case any action shall be brought against any Underwriter or any person controlling such Underwriter, based upon any preliminary prospectus, the Registration Statement or the Prospectus or any amendment or supplement thereto and with respect to which indemnity may be sought against the Company or the Selling Stockholders, such Underwriter shall promptly notify the Company and the Selling Stockholders in writing and the Company and the Selling Stockholders shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all reasonable fees and expenses. Any Underwriter or any such controlling person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless (i) the employment of such counsel has been specifically authorized in writing by the Company, (ii) the Company and the Selling Stockholders shall have failed to assume the defense and employ counsel or (iii) the named parties to any such action (including any impleaded parties) include both such Underwriter or such controlling person and the Company or any Selling Stockholder, as the case may be, and such Underwriter or such controlling person shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company or the Selling Stockholders, as the case may be, (in which case the Company and the Selling Stockholders shall not have the right to assume the defense of such action on behalf of such Underwriter or such controlling person, it being understood, however, that the Company and the Selling Stockholders shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all such Underwriters and controlling persons, which firm shall be designated in writing by Donaldson, Lufkin & Jenrette Securities Corporation and that all such fees and expenses shall be reimbursed as they are incurred). A Seller shall not be liable for any settlement of any such action effected without the written consent of such Seller but if settled with the written consent of such Seller, such Seller agrees to indemnify and hold harmless any Underwriter and any such controlling person from and against any loss or liability by reason of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. - 20 - 21 (c) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement, any person controlling the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, each Selling Stockholder and each person, if any, controlling such Selling Stockholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Sellers to each Underwriter but only with reference to information relating to such Underwriter furnished in writing by or on behalf of such Underwriter through you expressly for use in the Registration Statement, the Prospectus or any preliminary prospectus. In case any action shall be brought against the Company, any of its directors, any such officer or any person controlling the Company, or any Selling Stockholder or any person controlling such Selling Stockholder, based on the Registration Statement, the Prospectus or any preliminary prospectus and in respect of which indemnity may be sought against any Underwriter, the Underwriter shall have the rights and duties given to the Sellers (except that if any Seller shall have assumed the defense thereof such Underwriter shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such Underwriter), and the Company, its directors, any such officers and any person controlling the Company, and the Selling Stockholders and any person controlling such Selling Stockholders, shall have the rights and duties given to the Underwriters, by Section 8(b) hereof. (d) If the indemnification provided for in this Section 8 is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities or judgments referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities and judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Sellers on the one hand and the Underwriters on the other hand from the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Sellers and the Underwriters in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any other relevant equitable considerations. The relative benefits received by the Sellers and the Underwriters shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Sellers, and the total underwriting discounts and commissions received by the Underwriters, bear to the total price to the public of the Shares, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Sellers and the Underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Company, the Selling Stockholders or the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. - 21 - 22 The Sellers and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and the Selling Stockholders shall not be required to contribute any amount in excess of the aggregate purchase price (net of underwriting discounts and commissions) received by the Selling Stockholders from the sale of the Additional Shares hereunder. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective number of Shares purchased by each of the Underwriters hereunder and not joint. (e) You, on behalf of the Underwriters, represent and warrant that (i) the information set forth in the last paragraph on the front cover page, on the inside front cover page concerning United Kingdom purchasers, stabilization and over-allotment, and under the caption "Underwriting" in the Registration Statement, any preliminary prospectus and the Prospectus relating to the Shares (insofar as such information relates to the Underwriters) constitutes the only information furnished by the Underwriters for inclusion in the Registration Statement, any preliminary prospectus and the Prospectus. (f) The Company and the Selling Stockholders have entered into a Registration Agreement dated January 4, 1995, pursuant to which the Company has agreed to indemnify the Selling Stockholders against certain liabilities (and vice versa). (g) NatWest Securities Limited hereby agrees that, as part of the distribution of the Common Stock offered by the Prospectus and subject to certain exceptions, it will not offer any Common Stock within the United States, its territories or possessions, or to persons who are citizens thereof or residents therein. NatWest Securities Limited further represents and agrees that: (i) it has not offered or sold and will not offer or sell any shares of Common Stock to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (whether as principal or agent) for the purposes of their businesses or otherwise in circumstances that have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of - 22 - 23 Securities Regulations 1995 or the Financial Services Act 1986 (the "Act"); (ii) it has complied and will comply with all applicable provisions of the Act with respect to anything done by it in relation to the shares of Common Stock in, from, or otherwise involving the United Kingdom; and (iii) it has only issued or passed on and will only issue or pass on, in the United Kingdom, any document that consists of or any part of listing particulars, supplementary listing particulars, or any other document required or permitted to be published by listing rules under Part IV of the Act, to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to whom the document may otherwise lawfully be issued or passed on. 9. Conditions of Underwriters' Obligations. The several obligations of the Underwriters to purchase the Firm Shares under this Agreement are subject to the satisfaction of each of the following conditions: (a) All the representations and warranties of the Company and the Subsidiaries contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date. (b) The Registration Statement shall have become effective not later than 5:00 P.M.(and in the case of a Registration Statement filed under Rule 462(b) of the Act, not later than 10:00 p.m.), New York City time, on the date of this Agreement or at such later date and time as you may approve in writing, and at the Closing Date no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending before or, to the knowledge of the Company or any Underwriter, contemplated by the Commission. (c)(i) Since the date of the latest balance sheet included in the Registration Statement and the Prospectus, there shall not have been any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or other), business, prospects, properties, net worth or results of operations, whether or not arising in the ordinary course of business, of the Company, (ii) since the date of the latest balance sheet included in the Registration Statement and the Prospectus there shall not have been any material adverse change, or any development involving a prospective material adverse change, in the capital stock or in the long-term debt of the Company from that set forth in or contemplated by the Registration Statement and Prospectus, (iii) the Company and the Subsidiaries shall have no liability or obligation (other than long-term debt, which is the subject of the immediately preceding clause (ii) of this paragraph 9(c)), direct or contingent, which is material to the Company and the Subsidiaries, taken as a whole, other than those - 23 - 24 reflected in the Registration Statement and the Prospectus and (iv) on the Closing Date you shall have received a certificate dated the Closing Date, signed by Paul J. Klaassen and David W. Faeder, in their capacities as the Chief Executive Officer and Chief Financial Officer of the Company, respectively, confirming the matters set forth in paragraphs (a), (b), and (c) of this Section 9 and addressing such other matters as may be reasonably requested by you or your counsel. (d) All the representations and warranties of the Selling Stockholders contained in this Agreement shall be true and correct on the Closing Date with the same force and effect as if made on and as of the Closing Date and you shall have received a certificate to such effect, dated the Closing Date, from the Selling Stockholders. (e) You shall have received on the Closing Date an opinion (reasonably satisfactory to you and counsel for the Underwriters), dated the Closing Date, of Hogan & Hartson L.L.P., counsel for the Company, to the effect that: (i) The Company was duly incorporated, and is validly existing and in good standing under the laws of the State of Delaware as of the date specified in such opinion letter, and has the corporate power and corporate authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. The Company is authorized to transact business as a foreign corporation in each jurisdiction identified on a Schedule to such opinion letter, as of the respective dates of the certificates specified therein. (ii) The authorized, issued and outstanding capital stock of the Company, as of March 31, 1996, was set forth under the caption "Capitalization" in the Prospectus. All shares of Common Stock shown as issued and outstanding under said caption (including the Shares that may be sold by the Selling Stockholders pursuant to Section 2 of this Agreement) have been duly authorized and are validly issued, fully paid and non-assessable, and were not issued in violation of (A) any preemptive rights under the Company's Certificate of Incorporation or Delaware corporate law or (B) to such counsel's knowledge, similar contractual rights. (iii) The Company has the corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby and this Agreement has been duly authorized, executed and delivered by the Company. The Shares, when issued and delivered to the - 24 - 25 Underwriters against payment therefor as provided in this Agreement, will be duly authorized, validly issued, fully paid and non-assessable, and will not have been issued in violation of (A) any preemptive rights under the Company's Certificate of Incorporation or Delaware corporate law or (B) to such counsel's knowledge, similar contractual rights. (iv) Each of the Corporate Subsidiaries incorporated in Virginia was incorporated, and is validly existing and in good standing under the laws of its jurisdiction of incorporation as of the respective dates specified in such opinion letter and has the corporate power and corporate authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each such Corporate Subsidiary is authorized to transact business as a foreign corporation in each jurisdiction identified on a Schedule to such opinion letter, as of the respective dates of the certificates specified therein. (v) All of the outstanding shares of capital stock of each such Corporate Subsidiary (a) have been duly authorized and are validly issued, fully paid and nonassessable, and (b) to such counsel's knowledge, were not issued in violation of any preemptive rights under such Corporate Subsidiary's charter or under the laws of the jurisdiction of its incorporation or in violation of any similar contractual rights. (vi) Each Limited Partnership Subsidiary formed in Virginia or Maryland was formed, and is validly existing and in good standing under the laws of its jurisdiction of organization as of the respective dates specified in such opinion letter, and has the limited partnership power and limited partnership authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. Each Limited Partnership Subsidiary is authorized to transact business as a foreign limited partnership in each jurisdiction identified on a Schedule to such opinion letter, as of the respective dates of the certificates specified therein. (vii) Each LLC Subsidiary formed in Maryland was formed, and is validly existing and in good standing under the laws of its jurisdiction of organization as of the respective dates specified in such opinion letter, and has the limited liability company power and limited liability company authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. - 25 - 26 (viii) The authorized capital stock of the Company conforms in all material respects to the description thereof contained in the Prospectus under the caption "Description of Capital Stock". The form of certificate evidencing the Firm Shares has been duly authorized and complies with the requirements of the Delaware General Corporation Law and the Certificate of Incorporation and Bylaws of the Company. (ix) The Registration Statement has become effective under the Act and, to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened by the Commission. (x) The execution, delivery and performance as of the Closing Date by the Company of this Agreement do not (i) violate the Certificate of Incorporation or Bylaws of the Company, the charter, bylaws, partnership agreements or operating agreements of any of the Subsidiaries or the General Corporation Law of the State of Delaware or (ii) breach or constitute a default under any contract or agreement listed on a Schedule to such opinion letter. No approval or consent of any Delaware, Virginia or Maryland governmental agency is required to be obtained by the Company in connection with the execution, delivery and performance as of the Closing Date by the Company of this Agreement. (xi) Each of the Company's owned assisted living facilities in Maryland and Virginia currently holds (or has pending a renewal application for) a license authorizing such facility to furnish assisted living services as described under the heading "Services" on pages 30-31 of the Prospectus. (xii) To such counsel's knowledge, except as set forth in the Prospectus, no holders of Common Stock or other securities of the Company have registration rights with respect to securities of the Company and, except as set forth in the Prospectus, all holders of securities of the Company having rights to registration of shares of Common Stock or other securities because of the filing of the Registration Statement by the Company have, solely with respect to the offering contemplated thereby, waived such rights. (xiii) Neither the Company nor any of the Subsidiaries is required to be registered as an "investment company" under the 1940 Act. - 26 - 27 (xiv) The Registration Statement (including any Registration Statement filed under 462(b) of the Act, if any) and the Prospectus and any supplement or amendment thereto (except for financial statements and supporting schedules and other financial and statistical information and data included therein, as to which no opinion need be expressed) comply as to form in all material respects with the Act. (xv) To such counsel's knowledge, the Company owns directly or indirectly the ownership interests in the Subsidiaries set forth on Exhibit 21 to the Registration Statement. In addition to the matters set forth above, such opinion letter shall also include a statement to the effect that no facts have come to the attention of such counsel which cause them to believe that (i) the Registration Statement, at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as of the Closing Date, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) there are any legal or governmental proceedings pending or threatened against the Company that are required to be disclosed in the Registration Statement or the Prospectus, other that those disclosed therein, or (iii) there are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or referred to therein or so filed; provided that in making the foregoing statements (which shall not constitute an opinion), such counsel need not express any views as to the financial statements and supporting schedules and other financial and statistical information and data included in or omitted from the Registration Statement or the Prospectus. In giving its opinion required by this paragraph (e) above, such counsel may rely, (A) as to all matters of fact, upon certificates and written statements of officers and employees of the Company and its Subsidiaries, and (B) as to the qualification and good standing of the Company and its Subsidiaries to do business in any jurisdiction, upon certificates of appropriate government officials in such jurisdictions. Further, such counsel may state that their opinion is based as to matters of law solely upon (i) the federal securities laws, (ii) the General Corporation Law, as amended, of each of the States of Delaware and Virginia, (iii) the limited partnership acts of Virginia and Maryland, (iv) the limited liability company act of Maryland, (v) Hospitals and Related Institutions, Md. Health-Gen. - 27 - 28 Code Ann. Section Section 19-301 to 19-374, (vi) Domiciliary Care Homes, Md. Regs. Code Section Section 10.07.03.01 to 10.07.03.27, (vii) Licensing of Homes for Aged, Infirm or Disabled Adults, Va. Code Ann. Section Section 63.1-172 to 182.1, and (viii) Standards and Regulations for Licensed Adult Care Residences, 22 Va. Admin. Code Section Section 40-70-10 to 40-745-110; and that such counsel expresses no opinion as to any other laws, statutes, ordinances, rules or regulations. The opinion of Hogan & Hartson L.L.P. described in this paragraph (e) shall be rendered to you at the request of the Company and shall so state therein. (f) You shall have received on the Closing Date an opinion (reasonably satisfactory to you and counsel for the Underwriters) dated the Closing Date, of Watt, Tieder & Hoffar, counsel for the Selling Stockholders, to the effect that: (i) The Selling Stockholders have full right, power and authority to enter into and to perform their obligations under this Agreement and to sell, transfer, assign and deliver the Additional Shares hereunder. (ii) This Agreement has been duly executed and delivered by or on behalf of the Selling Stockholders. (iii) The execution, delivery and performance of this Agreement by the Selling Stockholders, compliance by the Selling Stockholders with all the provisions hereof and the consummation of the transactions of the Selling Stockholders contemplated hereby do not (a) require any consent, approval, authorization, order or other action of any Maryland or Virginia court, regulatory body, administrative agency or other governmental agency or body (except as may be required under the securities or Blue Sky laws of such states, as to which such counsel need express no opinion), (b) constitute a breach of, or a default under, any agreement, promissory note, mortgage or other instrument to which any Selling Stockholder is a party or by which any Selling Stockholder is bound and of which such counsel has knowledge, or (c) violate or conflict with any applicable Maryland or Virginia law, rule or regulation (except the securities or Blue Sky laws of such states, as to which such counsel need express no opinion) or any order, writ or decree of any Maryland or Virginia court or governmental agency or body having jurisdiction over any Selling Stockholder. (iv) The Selling Stockholders have full right, power and authority to enter into and perform their obligations under the - 28 - 29 Custody Agreement to be executed and delivered by the Selling Stockholders in connection with the transactions contemplated by this Agreement; the Custody Agreement has been duly executed and delivered by the Selling Stockholders; and the Custody Agreement constitutes a valid and binding agreement of the Selling Stockholders, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally or by general equitable principles. The opinion of Watt, Tieder & Hoffar described in this paragraph (f) shall be rendered to you at the request of the Selling Stockholders (and shall so state therein) and shall be limited to matters of Virginia law and Maryland law (other than the securities or Blue Sky laws of such states, as to which such counsel need express no opinion). (g) You shall have received on the Closing Date an opinion, dated the Closing Date, of Alston & Bird, counsel for the Underwriters, in form and substance reasonably satisfactory to you, with respect to the sufficiency of all such corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby as you may reasonably require, and the Company shall have furnished to such counsel such documents as they may have requested for the purpose of enabling them to pass upon such matters. (h) You shall have received a letter on and as of the Closing Date, in form and substance satisfactory to you, from Ernst & Young LLP, independent public accountants, with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus and substantially in the form and substance of the letter delivered to you by Ernst & Young LLP on the date of this Agreement. (i) The Company and the Selling Stockholders shall not have failed at or prior to the Closing Date to perform or comply with any of the agreements herein contained and required to be performed or complied with by the Company or the Selling Stockholders at or prior to the Closing Date. (j) The Company and the Selling Stockholders shall have furnished to you such further certificates and documents as you or your counsel shall reasonably request, including, without limitation, certificates of officers of the Company and certificates of the Selling Stockholders as to the accuracy of the representations and warranties of the Company and - 29 - 30 the Selling Stockholders herein, as to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and as to the other conditions concurrent and precedent to the obligations of the Underwriters hereunder. All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are reasonably satisfactory to counsel to the Underwriters. The Company and the Selling Stockholders will furnish you with such number of conformed copies of such opinions, certificates, letters and documents as you shall reasonably request. The several obligations of the Underwriters to purchase any Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, title to the Additional Shares, the Registration Statement and Prospectus and other matters related to the Company or the purchase of such Additional Shares, including, without limitation, (i) an opinion dated the Option Closing Date of Watt, Tieder & Hoffar, counsel for the Selling Stockholders, with respect to the matters set forth in paragraph 9(f) above and to the effect that, upon the delivery of and payment for the Additional Shares as contemplated in this Agreement, each of the Underwriters (assuming they are bona fide purchasers within the meaning of the Uniform Commercial Code) will have acquired title to the Additional Shares purchased by it, free and clear of any adverse claims, (ii) an opinion dated the Option Closing Date of Hogan & Hartson L.L.P., counsel for the Company, with respect to the matters set forth in paragraph 9(e) above (other than opinions relating solely to the Firm Shares), (iii) an opinion dated the Option Closing Date of Alston & Bird, counsel for the Underwriters, with respect to the sufficiency of all such corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby as you may reasonably require, (iv) a letter dated the Option Closing Date from Ernst & Young LLP with respect to the matters set forth in paragraph 9(h) above, and (v) certificates dated the Option Closing Date as to the matters referred to in paragraph 9(j) above. 10. Effective Date of Agreement and Termination. This Agreement shall become effective upon the later of (i) execution of this Agreement and (ii) the effectiveness of the Registration Statement. This Agreement may be terminated at any time prior to the Closing Date by you by written notice to the Sellers if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or development involving a prospective material adverse change in the condition (financial or other) of the Company and the Subsidiaries, taken as a whole, or the business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, which would, in your judgment, make it impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or - 30 - 31 change in economic conditions or in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in your judgment, make it impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus, (iii) the suspension or material limitation of trading in securities on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or limitation on prices for securities on any such exchange or Nasdaq National Market, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects, or will materially and adversely affect, the business or operations of the Company and the Subsidiaries, taken as a whole, (v) the declaration of a banking moratorium by either federal or New York State authorities or (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the financial markets in the United States. If on the Closing Date or on an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, as the case may be, which it or they have agreed to purchase hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Closing Date or on an Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares, or Additional Shares, as the case may be, and the aggregate number of Firm Shares or Additional Shares, as the case may be, with respect to which such default occurs is more than one-tenth of the aggregate number of Shares to be purchased on such date by all Underwriters and arrangements satisfactory to you and the applicable Sellers for purchase of such Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter and the applicable Sellers. In any such case which does not result in termination of this Agreement, either you or the Sellers shall have the right to postpone the Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting - 31 - 32 Underwriter from liability in respect of any default of any such Underwriter under this Agreement. 11. Agreements of the Selling Stockholders. The Selling Stockholders jointly and severally agree with you and the Company: (a) To pay or to cause to be paid all transfer taxes with respect to the Additional Shares; and (b) To take all reasonable actions in cooperation with the Company and the Underwriters to cause the Registration Statement to become effective at the earliest possible time, to do and perform all things to be done and performed by the Selling Stockholders under this Agreement prior to the Closing Date or the Option Closing Date, as the case may be, and to satisfy all conditions precedent to the delivery by the Selling Stockholders of the Additional Shares pursuant to this Agreement. 12. Miscellaneous. Notices given pursuant to any provision of this Agreement shall be addressed as follows: (a) if to the Company, to Paul J. Klaassen, Chief Executive Officer, Sunrise Assisted Living, Inc., 9401 Lee Highway, Suite 300, Fairfax, Virginia 22031, (b) if to the Selling Stockholders, to Paul J. and Teresa M. Klaassen c/o Sunrise Assisted Living, Inc., 9401 Lee Highway, Suite 300, Fairfax, Virginia 22031 and (c) if to any Underwriter or to you, to you c/o Donaldson, Lufkin & Jenrette Securities Corporation, 277 Park Avenue, New York, New York 10172, Attention: Syndicate Department, or in any case to such other address as the person to be notified may have requested in writing. The respective indemnities, contribution agreements, representations, warranties and other statements of the Selling Stockholders, the Company, its officers and directors and of the several Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, and will survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or by or on behalf of the Sellers, the officers or directors of the Company or any controlling person of the Sellers, (ii) acceptance of the Shares and payment for them hereunder and (iii) termination of this Agreement. If this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company or the Selling Stockholders to comply with the terms or to fulfill any of the conditions of this Agreement, the Company or the Selling Stockholders, as the case may be, agree to reimburse the several Underwriters for all out-of-pocket expenses (including the reasonable fees and disbursements of counsel) reasonably incurred by them. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Sellers, the Underwriters, any controlling - 32 - 33 persons referred to herein and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The term "successors and assigns" shall not include a purchaser of any of the Shares from any of the several Underwriters merely because of such purchase. This Agreement shall be governed and construed in accordance with the laws of the State of New York. This Agreement may be signed in various counterparts which together shall constitute one and the same instrument. - 33 - 34 Please confirm that the foregoing correctly sets forth the agreement by and among the Company, the Selling Stockholders and the several Underwriters. Very truly yours, SUNRISE ASSISTED LIVING, INC. By: /s/ David W. Faeder -------------------------------- David W. Faeder Executive Vice President THE SELLING STOCKHOLDERS NAMED IN SCHEDULE II HERETO /s/ Paul J. Klaassen -------------------------------- Paul J. Klaassen /s/ Teresa M. Klaassen -------------------------------- Teresa M. Klaassen DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION ALEX. BROWN & SONS INCORPORATED NATWEST SECURITIES LIMITED Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto By: DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION By: /s/ John W. Patterson ---------------------------- John W. Patterson Senior Vice President - 34 - 35 SCHEDULE I
Number of Firm Shares Underwriters to be Purchased ------------ ------------------------- Donaldson, Lufkin & Jenrette 1,332,668 Securities Corporation 1,332,666 Alex. Brown & Sons Incorporated 1,332,666 NatWest Securities Limited 74,000 Bear, Stearns & Co., Inc. 74,000 CS First Boston Corporation 74,000 Cowen & Company 74,000 Dean Witter Reynolds Inc. 74,000 Deutsche Morgan Grenfell/C.J. Lawrence Inc. 74,000 A.G. Edwards & Sones, Inc 74,000 Hambrecht & Quist LLC 74,000 Montgomery Securities 74,000 Morgan Stanley & Co. Incorporated 74,000 PaineWebber Incorporated 74,000 Prudential Securities Incorporated 74,000 Salomon Brothers Inc. 74,000 Smith Barney Inc. 74,000 Advest, Inc. 37,000 Robert W. Baird & Co. Incorporated 37,000 J.C. Bradford & Co. 37,000 Crowell, Weedon & Co. 37,000 Equitable Securities Corporation 37,000 First of Michigan Corporation 37,000 First Albany Corporation 37,000 Interstate/Johnson Lane Corporation 37,000 Johnston, Lemon & Co. Incorporated 37,000 Legg Mason Wood Walker Incorporated 37,000 McDonald & Company Securities, Inc. 37,000 Needham & Company, Inc. 37,000 Ragen MacKenzie Incorporated 37,000 Raymond James & Associates, Inc. 37,000 Scott & Stringfellow inc. 37,000 Sutro & Co. Incorporated 37,000 Tucker Anthony Incorporated 37,000 Wessels, Arnold & Henderson 37,000 Wheat, First Securities, Inc. 37,000 Van Kasper & Company 37,000 ------ Total 5,700,000
- 35 - 36 SCHEDULE II Selling Stockholders
Number of Additional Name Shares Being Sold ---- -------------------- Paul J. and Teresa M. Klaassen, as tenants by the entireties 855,000 ------------------- Total 855,000
- 36 - 37 ANNEX I Required Stockholder Lock-Ups Allstate Insurance Company Allstate Life Insurance Company Continental Trust Company as Trustee for the Allstate Retirement Plan Continental Trust Company as Trustee for the Agents Pension Plan Sprout Growth II, L.P. DLJ Capital Corporation Frontenac VI Limited Partnership - 37 - EX-99.3 4 LOCK-UP AGREEMENT WITH GROWTH II. 1 Exhibit 3 May 3, 1996 Donaldson, Lufkin & Jenrette Securities Corporation Alex. Brown & Sons Incorporated Natwest Securities Limited c/o Donaldson, Lufkin & Jenrette Securities Corporation 277 Park Avenue New York, New York 10172 RE: SUNRISE ASSISTED LIVING, INC. PROPOSED INITIAL PUBLIC OFFERING OF COMMON STOCK Dear Sirs: The undersigned understands that Donaldson, Lufkin & Jenrette Securities Corporation, Alex. Brown & Sons Incorporated and Natwest Securities Limited, as Representatives (the "Representatives") of the several underwriters (the "Underwriters"), propose to enter into an Underwriting Agreement with Sunrise Assisted Living, Inc. (the "Company"), providing for the initial public offering by the Underwriters, including the Representatives, of common stock, par value $0.01 per share ("the Common Stock") of the Company (the "Initial Public Offering"). In consideration of the Underwriters' agreement to purchase, and undertake the Initial Public Offering of, the Company's Common Stock and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees not to, directly or indirectly, offer, sell, contract to sell, grant any option to purchase or otherwise dispose of any Common Stock (including, without limitation, shares of Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock which may be issued upon exercise of a stock option or warrant) or any securities convertible into or exercisable or exchangeable for such Common Stock or, in any manner, transfer all or a portion of the economic consequences associated with the ownership of the Common Stock, for a period of 180 days after the effective date of the Company's Registration Statement on Form S-1 relating to the Initial Public Offering (the "Registration Statement"), other than (i) as a gift or gifts, provided the donee or donees thereof agree in writing to be bound by this letter agreement, (ii) transfers to a transferor's affiliates, as such term is defined in Rule 405 promulgated under the Securities Act of 1933, provided the transferee agrees in writing to be bound by this letter agreement, or (iii) with the prior written consent of Alex. Brown & Sons Incorporated and Natwest Securities Limited. The undersigned further agrees that for a period of 180 days after the effective date of the Registration Statement, the undersigned will not exercise any rights that the undersigned may have to cause the Company to register (under the Securities Act of 1933 or otherwise) any shares of Common Stock or any securities convertible into or exercisable 2 or exchangeable for shares of Common Stock, without the prior written consent of Alex. Brown & Sons Incorporated and Natwest Securities Limited. In addition, the undersigned agrees that the Company may, with respect to any shares of Common Stock for which the undersigned is the record holder, cause the transfer agent for the Company to note stop transfer instructions with respect to such shares of Common Stock on the transfer books and records of the Company. The undersigned agrees that the undersigned will, if requested by the Company, with respect to any shares of Common Stock for which the undersigned is the beneficial holder but not the record holder, cause the record holder of such shares of Common Stock to cause the transfer agent for the Company to note stop transfer instructions with respect to such shares of Common Stock on the transfer books and records of the Company. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors, and assigns of the undersigned. Very truly yours, SPROUT GROWTH II, LP By: DLJ Capital Corporation, its managing general partner /s/ SCOTT F. MEADOW -------------------------- By: Scott F. Meadow Title: Attorney-In-Fact 277 Park Avenue New York, NY 10172 - ----------------------------------------------- (Address) 13-3696025 - ----------------------------------------------- (Social Security or Taxpayer Identification No.) - 2 - EX-99.4 5 LOCK-UP AGREEMENT WITH DLJCC. 1 Exhibit 4 May 3, 1996 Donaldson, Lufkin & Jenrette Securities Corporation Alex. Brown & Sons Incorporated Natwest Securities Limited c/o Donaldson, Lufkin & Jenrette Securities Corporation 277 Park Avenue New York, New York 10172 RE: SUNRISE ASSISTED LIVING, INC. PROPOSED INITIAL PUBLIC OFFERING OF COMMON STOCK Dear Sirs: The undersigned understands that Donaldson, Lufkin & Jenrette Securities Corporation, Alex. Brown & Sons Incorporated and Natwest Securities Limited, as Representatives (the "Representatives") of the several underwriters (the "Underwriters"), propose to enter into an Underwriting Agreement with Sunrise Assisted Living, Inc. (the "Company"), providing for the initial public offering by the Underwriters, including the Representatives, of common stock, par value $0.01 per share ("the Common Stock") of the Company (the "Initial Public Offering"). In consideration of the Underwriters' agreement to purchase, and undertake the Initial Public Offering of, the Company's Common Stock and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees not to, directly or indirectly, offer, sell, contract to sell, grant any option to purchase or otherwise dispose of any Common Stock (including, without limitation, shares of Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock which may be issued upon exercise of a stock option or warrant) or any securities convertible into or exercisable or exchangeable for such Common Stock or, in any manner, transfer all or a portion of the economic consequences associated with the ownership of the Common Stock, for a period of 180 days after the effective date of the Company's Registration Statement on Form S-1 relating to the Initial Public Offering (the "Registration Statement"), other than (i) as a gift or gifts, provided the donee or donees thereof agree in writing to be bound by this letter agreement, (ii) transfers to a transferor's affiliates, as such term is defined in Rule 405 promulgated under the Securities Act of 1933, provided the transferee agrees in writing to be bound by this letter agreement, or (iii) with the prior written consent of Alex. Brown & Sons Incorporated and Natwest Securities Limited. The undersigned further agrees that for a period of 180 days after the effective date of the Registration Statement, the undersigned will not exercise any rights that the undersigned may have to cause the Company to register (under the Securities Act of 1933 or otherwise) any shares of Common Stock or any securities convertible into or exercisable 2 or exchangeable for shares of Common Stock, without the prior written consent of Alex. Brown & Sons Incorporated and Natwest Securities Limited. In addition, the undersigned agrees that the Company may, with respect to any shares of Common Stock for which the undersigned is the record holder, cause the transfer agent for the Company to note stop transfer instructions with respect to such shares of Common Stock on the transfer books and records of the Company. The undersigned agrees that the undersigned will, if requested by the Company, with respect to any shares of Common Stock for which the undersigned is the beneficial holder but not the record holder, cause the record holder of such shares of Common Stock to cause the transfer agent for the Company to note stop transfer instructions with respect to such shares of Common Stock on the transfer books and records of the Company. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors, and assigns of the undersigned. Very truly yours, DLJ CAPITAL CORPORATION /s/ SCOTT F. MEADOW -------------------------- By: Scott F. Meadow Title: Attorney-In-Fact 277 Park Avenue New York, NY 10172 - ----------------------------------------------- (Address) 13-2656882 - ----------------------------------------------- (Social Security or Taxpayer Identification No.) - 2 - EX-99.5 6 REGISTRATION AGREEMENT. 1 Exhibit 5 REGISTRATION AGREEMENT THIS REGISTRATION AGREEMENT (this "Agreement"), dated January 4, 1995, is by and among SUNRISE ASSISTED LIVING, INC., a Delaware corporation (the "Corporation"), the persons and entities identified on Schedule 1 (the "Investors"), PAUL J. KLAASSEN, TERESA M. KLAASSEN (collectively, the "Founders") and any person that becomes a party hereto pursuant to Section 21 hereof (collectively with the Founders, the "Management Stockholders"). RECITALS A. The Investors have agreed to purchase and the Corporation has agreed to sell shares of Series A Preferred Stock ("Series A Preferred Shares") and Series B Preferred Stock pursuant to that certain Series A and B Preferred Stock Purchase Agreement, dated as of December 19, 1994 (as amended, modified, supplemented or restated from time to time, the "Purchase Agreement"), provided that the parties enter into a Registration Agreement. B. The Corporation, the Investors and the Management Stockholders deem it desirable to enter into this Agreement in connection with the purchase and sale of such securities. AGREEMENTS In consideration of the recitals and the mutual promises and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Definitions. As used in this Agreement: "Commission" means the Securities and Exchange Commission. "Common Stock" means the Common Stock, par value $.01 per share, of the Corporation. "Founders' Shares" means at any time Management Stockholders' Shares held of record by the Founders. "Management Stockholders' Shares" means at any time the following shares held by any of the Management Stockholders (other than Investors' Shares): (i) any shares of Common Stock then outstanding; (ii) any shares of Common Stock then outstanding that were issued upon exercise of the Options; (iii) any shares of Common Stock then issuable upon exercise of the Options; (iv) any shares of Common Stock then outstanding which were issued 2 as, or were issued directly or indirectly upon the conversion or exercise of other securities issued as, a dividend or other distribution with respect to or in replacement of other Management Stockholders' Shares; and (v) any shares of Common Stock then issuable directly or indirectly upon the conversion or exercise of other securities which were issued as a dividend or other distribution with respect to or in replacement of other Management Stockholders' Shares; provided, however that Management Stockholders' Shares shall not include any shares of Common Stock the sale of which has been registered pursuant to the Securities Act or sold to the public pursuant to Rule 144 promulgated by the Commission under the Securities Act. For purposes of this Agreement, a Person will be deemed to be a Holder of Management Stockholders' Shares whenever such Person holds a security exercisable for or convertible into such Management Stockholders' Shares, whether or not such exercise or conversion has actually been effected. "Holder" means any holder of Registrable Shares who is a party to this Agreement (or becomes a party hereto pursuant to Section 21 hereof) or is a successor or assign or subsequent holder contemplated by Section 14 hereof. "Investors' Shares" means at any time the following shares held by any Investors: (i) any shares of Common Stock then outstanding that were issued upon conversion of the Series A Preferred Shares; (ii) any shares of Common Stock then issuable upon conversion of the Series A Preferred Shares; (iii) any shares of Common Stock then outstanding which were issued as, or were issued directly or indirectly upon the conversion or exercise of other securities issued as, a dividend or other distribution with respect to or in replacement of other Investors' Shares; and (iv) any shares of Common Stock then issuable directly or indirectly upon the conversion or exercise of other securities which were issued as a dividend or other distribution with respect to or in replacement of other Investors' Shares; provided, however, that Investors' Shares shall not include any shares of Common Stock the sale of which has been registered pursuant to the Securities Act or sold to the public pursuant to Rule 144 promulgated by the Commission under the Securities Act. For purposes of this Agreement, a Person will be deemed to be a Holder of Investors' Shares whenever such Person holds a security exercisable for or convertible into such Investors' Shares, whether or not such exercise or conversion has actually been effected. "IPO" means the Corporation's first underwritten public offering of shares of Common Stock consummated pursuant to a registration statement declared effective under the Securities Act, other than an offering made in connection with a business acquisition or combination or employee benefit plan. "Options" means options for the purchase of shares of Common Stock issued by the Corporation to any Management Stockholder pursuant to the Option Plans (as defined in the Purchase Agreement). 2 3 "Person" means a natural person, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof. "Registrable Shares" means the Investors' Shares and the Management Stockholders' Shares. "Registration Expenses" has the meaning ascribed to it in Section 6 of this Agreement. "Securities Act" means the Securities Act of 1933, as amended. "Securities Exchange Act" means the Securities Exchange Act of 1934, as amended. 2. Demand Registrations. (a) Requests for Registration. (i) Subject to the terms and conditions of this Agreement, the Holders of a majority of the then outstanding Investors' Shares or either of the Founders at any time may request registration under the Securities Act of all or part of their Registrable Shares on Form S-1 or any similar long-form registration statement ("Long-Form Registration") by delivering a written request to the Corporation to that effect; provided, however, that, in the case of any such Long-Form Registration, the Holders requesting the Long Form Registration must be requesting registration of not less than 25% of the Registrable Shares held by such Holders. (ii) Subject to the terms and conditions of this Agreement, the Holders of 25% of the then outstanding Investors' Shares or either of the Founders holding 25% of the then outstanding Founders' Shares, at any time may request registration under the Securities Act of all or part of their Registrable Shares on Form S-2 or S-3 or any similar short-form registration statement ("Short-Form Registration"), if available, by delivering a written request to the Corporation to that effect; provided, however, that, in the case of any such Short-Form Registration, the aggregate offering value of the Registrable Shares requested to be included in such registration pursuant to Section 2(a), including, without limitation, Section 2(a)(iii), must be reasonably expected to equal at least $1,000,000. (iii) If the Holders initiating a registration pursuant to Section 2(a) intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Corporation in their written notice. Within ten (10) days after receipt of any such written request, the Corporation will give written notice of such request to all holders of all registrable securities of the Corporation (including all other Holders of Registrable Shares) and will include, subject to the terms of Section 2(d), in any such registration that constitutes a Demand Registration (as hereinafter defined) all registrable securities with respect to which the 3 4 Corporation has received written requests for inclusion therein within fifteen (15) days after the Corporation's notice has been given. Any Long-Form Registration and Short-Form Registration requested pursuant to this Section 2(a), other than a registration in which the Corporation sells any of its securities in a primary offering, are referred to herein, respectively, as a "Long-Form Demand Registration" and a "Short-Form Demand Registration". All Long-Form Demand Registrations and Short-Form Demand Registrations shall collectively be referred to herein as "Demand Registrations". The Corporation may elect to include its securities in a primary offering in any registration requested pursuant to this Section 2(a), and such registrations requested pursuant to this Section 2(a) in which the Corporation sells any of its securities in a primary offering shall not be deemed to be Demand Registrations and shall be considered Piggyback Registrations and will be governed by Section 3. (b) Long-Form Demand Registrations. The Holders of Investors' Shares may request two Long-Form Demand Registrations pursuant to Section 2(a)(i), and the Corporation will pay the Registration Expenses therefor of the Corporation and the Holders of Registrable Shares. Either of the Founders holding Founders' Shares may request one Long-Form Demand Registration pursuant to Section 2(a)(i), and the Corporation will pay the Registration Expenses therefor of the Corporation and the Holders of Registrable Shares. A registration will not count as a Long-Form Demand Registration under this Section 2(b) until it has become effective; provided that in any event the Corporation will pay the Registration Expenses in connection with any such registration initiated as a Long-Form Demand Registration of the Corporation and the Holders of Registrable Shares. Notwithstanding the terms of the preceding sentence, a registration which does not become effective after the Corporation has filed a registration statement with respect thereto solely by reason of the refusal to proceed of the Holders of Registrable Shares shall be deemed to have been effected by such Holders and count as a Long-Form Demand Registration under this Section 2(b), unless the Holders of Registrable Shares making such demand shall have elected to pay the Registration Expenses of the Corporation and of the Holders of Registrable Shares incurred in connection therewith. (c) Short-Form Demand Registrations. In addition to the Long-Form Demand Registrations that may be requested pursuant to this Section 2, the Holders of Investors' Shares and either of the Founders holding Founders' Shares will be entitled to request pursuant to Section 2(a)(ii) an unlimited number of Short-Form Demand Registrations. The Corporation will pay all Registration Expenses of the Corporation and the Holders of Registrable Shares incurred in connection with the first two such registrations. Notwithstanding the terms of the preceding sentence, a registration which does not become effective after the Corporation has filed a registration statement with respect thereto solely by reason of the refusal to proceed of the Holders of Registrable Shares shall be deemed to have been effected by such Holders and count as a Short-Form Demand Registration for which the Corporation paid Registration Expenses under this Section 2(c), unless the Holders of the Registrable Shares making such demand shall have elected to pay the Registration Expenses of the Corporation and of the Holders of Registrable Shares incurred in connection therewith. 4 5 (d) Priority on Demand Registrations. If a Demand Registration is an underwritten public offering and the managing underwriter(s) advise the Corporation that in their opinion the number of Registrable Shares and other securities requested to be included exceeds the number of Registrable Shares and other securities which can be sold in such offering without having a material adverse effect on the offering, the Corporation will include in such registration, (A) first, the number of Investors' Shares and Founders' Shares requested to be included therein, which in the opinion of such underwriters can be sold without having a material adverse effect on the offering, allocated pro rata among the Holders of such Investors' Shares and Founders' Shares on the basis of the number of Investors' Shares and Founders' Shares owned by such Holders, with further successive pro rata allocations among the Holders of Investors' Shares and Founders' Shares if any such Holder of Investors' Shares or Founders' Shares has requested the registration of fewer than all such Investors' Shares or Founders' Shares such Holder is entitled to register, (B) second, the number of other Management Stockholders' Shares requested to be included therein, which in the opinion of such underwriters (after taking into account the number of Investors' Shares and Founders' Shares to be sold pursuant to clause (A)) can be sold without having a material adverse effect on the offering, allocated pro rata among the Holders of such Management Stockholders' Shares on the basis of the number of Management Stockholders' Shares owned by such Holders, with further successive pro rata allocations among the Holders of Management Stockholders' Shares if any such Holder of Management Stockholders' Shares has requested the registration of fewer than all such Management Stockholders' Shares he or she is entitled to register, and (C) third, other securities requested to be included in such registration which in the opinion of such underwriter(s) can be sold (after taking into account the Registrable Shares to be sold pursuant to clauses (A) and (B)) without having a material adverse effect on the offering. Notwithstanding the foregoing, (A) a Demand Registration by the Founders which includes Investors' Shares shall be a Demand Registration by the Holders of such Investors' Shares for the purpose of priority but shall not constitute a Demand Registration by such Holders of Investors' Shares for the purpose of Section 2(b) or 2(c) above, and (B) a Demand Registration by the Holders of Investors' Shares which includes Founders' Shares shall be a Demand Registration by the Founders holding such Founders' Shares for the purpose of priority but shall not constitute a Demand Registration by such Founders for the purpose of Section 2(b) or (c) above. (e) Restrictions on Registrations. (i) The Corporation may postpone for a reasonable period, not to exceed one hundred twenty (120) days, the filing or the effectiveness of a registration statement for a Demand Registration, if the Corporation has been advised by legal counsel that such filing would require disclosure of a material fact that the Corporation determines reasonably and in good faith would have a material adverse effect on any proposal or plan by the Corporation or any of its Subsidiaries (as defined in the Purchase Agreement) to engage in any significant transaction. In addition, the Corporation shall not be required to effect any registration in accordance with the terms of this Agreement (other than on Form S-3 or any successor form relating to secondary offerings) within one hundred and eighty (180) days after the effective date of any registration statement of the Corporation for the IPO or a primary 5 6 offering (or combined primary and secondary offering) of its securities (other than a registration statement on Form S-8, or any successor forms). (ii) No Holder of Registrable Shares may make a request for a Demand Registration until the earlier to occur of (A) an IPO, and (B) the fourth anniversary of the Closing, as such term is defined in the Purchase Agreement. 3. Piggyback Registrations. (a) Right to Piggyback. Whenever (i) the Corporation intends to sell its securities in a primary offering pursuant to a registration statement filed with the Commission or whenever the securities of the Corporation then issued and outstanding are to be registered under the Securities Act and, in either case, other than pursuant to a registration statement on Form S-8 or Form S-4, or their successors) and (ii) the registration form to be used may be used for the registration of Investors' Shares or Management Stockholders' Shares (a "Piggyback Registration"), the Corporation will give prompt written notice (in any event within ten (10) business days after its receipt of notice of any exercise of demand registration rights by holders of the Corporation's securities other than the Registrable Shares) to all holders of registrable securities (including all Holders of Registrable Shares) of its intention to effect such a registration and will include in such registration, subject to the terms of paragraphs (b) and (c) of this Section 3, all registrable securities with respect to which the Corporation has received written requests for inclusion therein within thirty (30) days after the Corporation's notice has been given. The Corporation shall have the right to postpone or withdraw any Piggyback Registration without obligation or liability to any holder of registrable securities (including any Holder of Registrable Shares). (b) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Corporation, and the managing underwriter(s) advise the Corporation that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without having a material adverse effect on the offering, the Corporation will include in such registration (A) first, the securities the Corporation proposes to sell, (B) second, the Investors' Shares and Founders' Shares requested to be included therein which in the opinion of such underwriter(s) (after taking into account the securities to be sold pursuant to clause (A)) can be sold without having a material adverse effect on the offering, allocated pro rata among the Holders of such Investors' Shares and Founders' Shares on the basis of the number of Investors' Shares and Founders' Shares owned by such Holders, with further successive pro rata allocations among the Holders of Investors' Shares and Founders' Shares if any such Holder has requested the registration of fewer than all such Investors' Shares or Founders' Shares it is entitled to register, (C) third, the number of Management Stockholders' Shares requested to be included therein, which in the opinion of such underwriter(s) (after taking into account the securities to be sold pursuant to clauses (A) and (B) can be sold without having a material adverse effect on the offering, allocated pro rata among the Holders of such Management Stockholders' Shares on the basis of 6 7 the number of Management Stockholders' Shares owned by such Holders, with further successive pro rata allocations among the Holders of Management Stockholders' Shares if any such Holder of Management Stockholders' Shares has requested the registration of fewer than all such Management Stockholders' Shares he or she is entitled to register and (D) fourth, other securities requested to be included in such registration which in the opinion of such underwriter(s) can be sold (after taking into account the securities to be sold pursuant to clauses (A), (B) and (C)) without having a material adverse effect on the offering. Notwithstanding the foregoing, in the first Piggyback Registration, Holders of Investors' Shares and Founders holding Founder's Shares requesting Piggyback Registration shall have the right to have twenty percent (20%) of the total offering with respect to such Piggyback Registration allocated to them pro rata, unless the managing underwriter(s) advise the Corporation that in their opinion such percentage exceeds the number of shares that can be sold without having a material adverse effect on such offering, in which event such percentage shall be reduced accordingly. (c) Priority on Secondary Registrations. (i) If a Piggyback Registration is not an underwritten primary registration on behalf of the Corporation and is an underwritten secondary registration on behalf of holders of the Corporation's securities and the managing underwriter(s) advise the Corporation that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without having a material adverse effect on the offering, the Corporation will include in such registration (A) first, the securities requested to be included therein by the holders requesting such registration which in the opinion of such underwriter(s) can be sold without having a material adverse effect on the offering, (B) second, the Investors' Shares and Founders' Shares requested to be included therein which in the opinion of such underwriter(s) can be sold (after taking into account the securities to be sold pursuant to clause (A)) without having a material adverse effect on the offering, allocated pro rata among the Holders of such Investors' Shares and Founders' Shares on the basis of the number of Investors' Shares and Founders' Shares owned by such Holders, with further successive pro rata allocations among the Holders of Investors' Shares if any such Holder has requested the registration of fewer than all such Investors' Shares or Founders' Shares it is entitled to register, (C) third, the number of other Management Stockholders' Shares requested to be included therein which in the opinion of such underwriter(s) (after taking into account the securities to be sold pursuant to clauses (A) and (B)) can be, sold without having a material adverse effect on the offering, allocated pro rata among the Holders of such Management Stockholders' Shares on the basis of the number of Management Stockholders' Shares owned by such Holders, with further successive pro rata allocations among the Holders of Management Stockholders' Shares if any such Holder has requested the registration of fewer than all such Management Stockholders' Shares he or she is entitled to register and (D) fourth, other securities requested to be included in such registration which in the opinion of such underwriter(s) can be sold (after taking into account the securities to be sold pursuant to clauses (A), (B) and (C)) without having a material adverse effect on the offering. (d) Other Registrations. If the Corporation has previously filed a registration statement with respect to an underwritten registration of Registrable Shares pursuant to Section 7 8 2 or a registration statement which is not an underwritten primary registration on behalf of the Corporation and which is an underwritten secondary registration on behalf of holders of the Corporation's securities pursuant to this Section 3, and if such previous registration has not been withdrawn or abandoned, the Corporation will not be required to file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8, or any successor forms), whether on its own behalf or at the request of any holder or holders of such securities, until a period of one hundred eighty (180) days has elapsed from the effective date of such previous registration, unless the underwriter(s) managing the registered public offering otherwise agree. 4. Holdback Agreements. (a) Each of the Holders of Registrable Shares agrees not to effect any public sale or distribution of equity securities of the Corporation, including any public sale pursuant to Rule 144 under the Securities Act, or any securities convertible into or exchangeable or exercisable for such securities, during the Period (i) commencing seven (7) days prior to and ending one hundred eighty (180) days after the effective date of the IPO (except as part of such underwritten registration), unless the underwriter(s) managing the registered public offering otherwise agree or (ii) commencing seven (7) days prior to and ending one hundred eighty (180) days after the effective date of any underwritten Demand Registration or underwritten Piggyback Registration in which such Holder sells Registrable Shares (except as part of such underwritten registration), unless the underwriters managing the registered public offering otherwise agree. (b) The Corporation agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the period commencing seven days (7) prior to and ending one hundred eighty (180) days after the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-8 or Form S-4 or any successor form), unless the underwriter(s) managing such offering otherwise agree, and (ii) to use its best efforts to cause each holder of at least 1% (on a fully diluted basis) of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, purchased from the Corporation at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the offering otherwise agree. 5. Registration Procedures. Whenever the Holders of Registrable Shares have requested that any Registrable Shares be registered pursuant to the terms of this Agreement, the Corporation will use its best efforts to effect the registration of such Registrable Shares under the Securities Act in accordance with the intended method of disposition thereof and pursuant thereto the Corporation will as expeditiously as possible: 8 9 (a) prepare and file with the Commission a registration statement with respect to such Registrable Shares and use its best efforts to cause such registration statement to become and remain effective for such period as may be reasonably necessary to effect the sale of such securities, not to exceed nine (9) months; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for such period as may be reasonably necessary to effect the sale of such securities, not to exceed nine (9) months, and otherwise as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; (c) furnish to each seller of such Registrable Shares and the underwriters of the securities being registered such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller or underwriters may reasonably request in order to facilitate the disposition of the Registrable Shares owned by such seller or the sale of such securities by such underwriters; (d) use its best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Shares owned by such seller (provided that the Corporation will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction); (e) use its best efforts to cause all such Registrable Shares to be listed on each securities exchange on which similar securities issued by the Corporation are then listed; (f) provide a transfer agent and registrar for all such Registrable Shares not later than the closing date of the sale of such shares; (g) enter into such customary agreements (including underwriting agreements in customary form) and take all such other reasonable and customary actions as the Holders of at least a majority of the Registrable Shares being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Shares (including effecting a stock split or a combination of shares); 9 10 (h) make available for reasonable inspection during business hours by the seller of such Registrable Shares, any managing underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter, to the extent permitted by law, all financial and other records, pertinent corporate documents and properties of the Corporation, and cause the Corporation's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; (i) notify each seller of such Registrable Shares, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (j) notify each seller of such Registrable Shares of any request by the Cfor the amending or supplementing of such registration statement or prospectus or for additional information; (k) prepare and file with the Commission, promptly upon the request of any seller of such Registrable Shares, any amendments or supplements to such registration statement or prospectus which is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of Registrable Shares by such seller; (l) prepare and promptly file with the Commission and promptly notify each seller of such Registrable Shares of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading; (m) advise each seller of such Registrable Shares, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (n) at least forty-eight hours prior to the filing of any registration statement or prospectus or any amendment or supplement to such registration statement or prospectus, furnish a copy thereof to each seller of such Registrable Shares and refrain from filing any such registration statement, prospectus, amendment or supplement to which counsel selected by the Holders of at least a majority of the Registrable Shares being registered shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material 10 11 respects with the requirements of the Securities Act or the rules and regulations thereunder, unless, in the case of an amendment or supplement, in the opinion of counsel for the Corporation the filing of such amendment or supplement is reasonably necessary to protect the Corporation from any liabilities under any applicable federal or state law and such filing will not violate applicable laws; and (o) at the request of any seller of such Registrable Shares in connection with an underwritten offering, furnish on the date or dates provided for in the underwriting agreement, a signed counterpart, addressed to such seller, of; (i) an opinion of counsel, and (ii) a letter or letters from the independent certified public accountants of the Corporation, in each case covering such matters as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings. 6. Registration Expenses. (a) In all circumstances in which the Corporation is obligated to pay Registration Expenses pursuant to this Agreement, all expenses of the Corporation incident to the Corporation's performance of or compliance with this Agreement, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, the expenses and fees for listing the securities to be registered on each securities exchange or other market on which any shares of Common Stock are then listed, and fees and disbursements of counsel for the Corporation and its independent certified public accountants, underwriters (excluding discounts and commissions attributable to the Registrable Shares included in such registration) and other Persons retained by the Corporation (all such expenses being herein called "Registration Expenses"), will be borne by the Corporation. In addition, the Corporation will pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review and the expense of any liability insurance obtained by the Corporation. (b) In all circumstances in which the Corporation is obligated to pay Registration Expenses of Holders of Registrable Shares pursuant to this Agreement, the Corporation will reimburse the Holders of Registrable Shares covered by such registration for the reasonable costs and expenses incurred by such Holders in connection with such registration, including, without limitation, the reasonable fees and disbursements of one counsel chosen by the Holders of a majority of the Investors' Shares requested to be registered in such registration and separate counsel chosen by the Founders, but excluding discounts and commissions attributable to the Registrable Shares included in such registration. 7. Indemnification. (a) The Corporation agrees to indemnify, to the fullest extent permitted by law, each seller of Registrable Shares, its officers and directors and each Person who controls 11 12 such seller (within the meaning of the Securities Act or the Securities Exchange Act) against all losses; claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees except as limited by Section 7(c)) caused by any untrue or alleged untrue statement of a material fact contained in any registration statement, any final prospectus contained therein or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Corporation by such seller expressly for use therein or by such seller's failure to deliver a copy of the registration statement or final prospectus or any amendments or supplements thereto after the Corporation has furnished such seller with a sufficient number of copies of the same. The reimbursements required by this Section 7(a) will be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred. (b) In connection with any registration statement in which a seller of Registrable Shares is participating, each such seller will furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with any such registration statement or prospectus and, to the fullest extent permitted by law, will indemnify the Corporation, its directors and officers and each underwriter (if any) and each Person who controls the Corporation or such underwriter (within the meaning of the Securities Act or the Securities Exchange Act) against any losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees except as limited by Section 7(c)) resulting from any untrue statement of a material fact contained in the registration statement, final prospectus contained therein, or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such seller expressly for use therein; provided that the obligation to indemnify will be several, not joint and several, among such sellers of Registrable Shares, and the liability of each such seller of Registrable Shares will be in proportion to, and provided further that such liability will be limited to, the net amount received by such seller from the sale of Registrable Shares pursuant to such registration statement. (c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without the indemnifying party's consent (which consent will not be unreasonably withheld). The indemnified party will not settle any claim or liability without first providing the indemnifying party a reasonable opportunity to assume the defense. An indemnifying party who is not entitled 12 13 to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. (d) The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities. (e) If the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to herein, then the indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand, and the indemnified party on the other, in connection with the statement or omission which resulted in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations, including the failure to give the notice required hereunder. The relative fault of the indemnifying party and the indemnified party shall be de by reference to, among other things whether the untrue or alleged untrue statement of a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Corporation and the Holders agree that it would not be just and equitable if contributions pursuant to this Section 7(e) were determined by pro rata allocation or by any other method of allocation which did not take account the equitable considerations referred to herein. The amount paid or payable to an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to above shall be deemed to include any legal or other expenses reasonably incurred in connection with investigating or defending the same. Notwithstanding the foregoing, in no event shall the amount contributed by any Holder exceed the aggregate net offering proceeds received by any such Holder from the sale of its Registrable Shares. No person guilty of fraudulent misrepresentations (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation. 8. Current Public Information. At all times after the Corporation has filed a registration statement with the Commission pursuant to the requirements of either the Securities Act or the Securities Exchange Act, the Corporation will use its best efforts to file in a timely manner all reports and other documents required to be filed by it under the Securities Act and the Securities Exchange Act and the rules and regulations adopted by the Commission thereunder and will use its best efforts to take such further action as any Holder or Holders of Registrable Shares may reasonably request, all to the extent required to enable such holders to sell Investors' Shares pursuant to (i) Rule 144 adopted by the Commission under the Securities Act (as such 13 14 rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the Commission or (ii) a registration statement on Form S-2 or S-3 or any similar registration form hereafter adopted by the Commission. Upon request, the Corporation shall deliver to any Holder of Registrable Shares a written statement as to whether it has complied with such requirements. 9. Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting agreements. The Holders of a majority of the Investors' Shares and the Founder's Shares requested to be registered will have the right to select the managing underwriter(s) to administer any Demand Registration which managing underwriter(s) shall be acceptable to the Corporation. The Corporation will have such right in any offering in which it participates; provided, however, that in any such case the managing underwriters shall be nationally or regionally recognized underwriter(s) approved by a Required Majority Vote of the Board (as defined in the Purchase Agreement). 10. Adjustments Affecting Registrable Shares. The Corporation will at all times in good faith assist in carrying out all of the provisions of this Agreement and in the taking of all such action as may be reasonably necessary or appropriate in order to protect the registration rights pursuant to this Agreement of the Holders of Registrable Shares against impairment. 11. Remedies. Any Person having rights under any provision of this Agreement will be entitled to enforce such rights specifically, to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. 12. Amendments and Waivers. Except as otherwise expressly provided herein, the provisions of this Agreement may be amended or waived at any time. only by the written agreement of the Corporation, the Holders of at least a majority of the Investors' Shares and the Holders of a majority of the Management Stockholder' Shares. Any waiver, permit, consent or approval of any kind or character on the part of any such Holders of any provision or condition of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in writing. 13. Successors and Assigns. Except as otherwise expressly provided herein, the revisions of this Agreement shall be binding and inure to the benefit of the respective successors, assigns, heirs, executors and administrators of the parties hereto, whether so expressed or not. In addition and whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of Holders of Registrable Shares are also for the benefit of, and enforceable by, any subsequent Holder of Registrable Shares who consent in writing to be bound by this Agreement. 14 15 14. Other Registration Rights. Except for the registration rights granted hereunder, the Corporation will not grant to any Persons the right to request the Corporation to register any equity securities of the Corporation, or any securities convertible or exchangeable into or exercisable for such securities, without the written consent of the Holders of a majority of the Investors' Shares, and except for registrations pursuant to registration rights granted to the Holders of Registrable Shares hereunder or granted to other Persons pursuant to this Section 14 or primary registrations of securities by the Corporation or registrations of securities being re-sold by affiliates in a Rule 145 transaction pursuant to registration rights granted to such affiliates that are subordinate to the registration rights of the Investors hereunder, the Corporation shall not register any equity securities of the Corporation, or any securities convertible or exchangeable into or exercisable for such securities, without the written consent of the Holders of a majority of the Investors' Shares. The Corporation will not include in any Demand Registration any securities which are not Registrable Shares without the written consent of the Holders of a majority of the Investors' Shares requesting such registration. Notwithstanding the foregoing, the Corporation may grant and register securities pursuant to the following rights (a) subordinate piggyback registration rights not inconsistent with the registration rights granted hereunder to other Persons and (b) demand registration rights which are subordinate to the rights of the Investors with respect to Demand Registrations hereunder. 15. Final Agreement. This Agreement constitutes the final agreement of the parties concerning the matters referred to herein, and supersedes all prior agreements and understandings. 16. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. 17. Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Agreement. 18. Notices. Any notices required or permitted to be sent hereunder shall be delivered personally or mailed, certified mail, return receipt requested, or delivered by overnight courier service to the following addresses, or such other addresses as shall be given by notice delivered hereunder, and shall be deemed to have been given upon delivery, if delivered personally, three business days after mailing, if mailed, or one business day after delivery to the courier, if delivered by overnight courier service: If to the Holders of Investors' Shares, to the addresses set forth in the stock records of the Corporation; 15 16 With a copy (which shall not constitute notice) to: Hopkins & Sutter Three First National Plaza Suite 3800 Chicago, Illinois 60602 Attention: Stanford J. Goldblatt If to the Holders of Management Stockholders' Shares, to the addresses set forth in the stock records of the Corporation. If to the Corporation, to: Sunrise Assisted Living, Inc. 9401 Lee Highway Suite 300 Fairfax, VA 22031 Attention: President With a copy (which shall not constitute notice) to: Watt Tieder & Hoffar 7929 West Park Drive, Suite 400 McLean, Virginia 22101 Attention: Thomas Newell and Hogan & Hartson L.L.P. Columbia Square 555 Thirteenth Street, N.W. Washington, D.C. 20004-1109 Attention: Robert J. Waldman 19. Governing Law. All questions concerning the construction, validity and interpretation of, and the performance of the obligations imposed by, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (excluding the choice of law provisions thereof). 20. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one instrument. 21. Subsequent Parties. The Corporation may permit any employee, officer, agent, consultant or director of the Corporation or any Subsidiary (as defined in the Purchase Agreement) who hereafter owns, directly or indirectly, one percent (1%) or more of the 16 17 outstanding Common Stock of the Corporation (on a fully diluted basis) to become a party to this Agreement as a Management Stockholder and a Holder of Management Stockholders' Shares provided such employee, officer, agent, consultant or director agrees by written consent to be bound by the terms of this Agreement in such capacity as though he or she were an original signatory hereto. For purposes of this Agreement, a Person will be deemed to be a holder of Common Stock whenever such Person holds a security exercisable for or convertible into Common Stock, whether or not such exercise or conversion has actually been effected and whether or not such security is then exercisable. Upon the delivery to the Corporation of such written consent, such officer, employee, agent, consultant or director shall be bound by and entitled to the benefits of this Agreement in such capacity. 22. Termination of Rights. The registration rights provided by this Agreement shall terminate on the earlier of (a) the fifth anniversary of the closing of the IPO, and (b) with regard to each Investor, Founder, or Management Stockholder, at such time as such Investor, Founder or Management Stockholder shall have an unlimited right to sell all of his, her or its Registrable Shares in the public market without restriction on volume or otherwise. 17 18 The parties hereto have caused this Registration Agreement to be executed and delivered in their names and on their names as of the date first set forth above. SUNRISE ASSISTED LIVING INC., a Delaware corporation By: /s/ PAUL J. KLAASSEN --------------------------------------- Its: Chairman of the Board, President and --------------------------------------- Chief Executive Officer /s/ PAUL J. KLAASSEN ------------------------------------------- Paul J. Klaassen /s/ TERESA M. KLAASSEN ------------------------------------------- Teresa M. Klaassen 19 FRONTENAC VI LIMITED PARTNERSHIP By: Frontenac Company, its general partner By: /s/ SCOTT F. MEADOW ---------------------------------- Its: Scott F. Meadow, General Partner --------------------------------- 20 SPROUT GROWTH II, L.P. By: DLJ Capital Corporation, its managing general partner By: /s/ PAUL B. QUEALLY ----------------------------------------- Paul B. Queally, its Attorney-in-Fact DLJ CAPITAL CORPORATION, a Delaware corporation By: /s/ PAUL B. QUEALLY ----------------------------------------- Paul B. Queally, its Attorney-in-Fact 21 ALLSTATE INSURANCE COMPANY By: /S/ ------------------------------------ Its Authorized Signatory By: /S/ ------------------------------------ Its Authorized Signatory ALLSTATE LIFE INSURANCE COMPANY By: /S/ ------------------------------------ Its Authorized Signatory By: /S/ ------------------------------------ Its Authorized Signatory Continental Trust Company, as Trustee for the ALLSTATE RETIREMENT PLAN By: /S/ ------------------------------------ Its: Vice President ----------------------------------- Continental Trust Company, as Trustee for the AGENTS PENSION PLAN By: /S/ ------------------------------------ Its: Vice President ----------------------------------- 22 SCHEDULE 1 Allstate Insurance Company Allstate Life Insurance Company Allstate Retirement Plan Agents Pension Plan Sprout Growth II, L.P. DLJ Capital Corporation Frontenac VI Limited Partnership -----END PRIVACY-ENHANCED MESSAGE-----