-----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, ARD1WZ4bQY8yV0emZhu9+6CRSXDgEbbUh14dNVBGR4La/GaSC9mr1wVM7JQvgKv3 giP3G7p4yQOGISI2CyHCEg== 0000898430-97-004375.txt : 19971022 0000898430-97-004375.hdr.sgml : 19971022 ACCESSION NUMBER: 0000898430-97-004375 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-35409 FILED AS OF DATE: 19971020 EFFECTIVENESS DATE: 19971020 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSISTED LIVING CONCEPTS INC CENTRAL INDEX KEY: 0000929994 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SOCIAL SERVICES [8300] IRS NUMBER: 931148702 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-38303 FILM NUMBER: 97698338 BUSINESS ADDRESS: STREET 1: 10570 SE WASHINGTON STREET 2: STE 213 CITY: PORTLAND STATE: OR ZIP: 97216 BUSINESS PHONE: 5032526233 MAIL ADDRESS: STREET 1: 9955 SE WASHINGTON, SUITE 201 CITY: PORTLAND STATE: OR ZIP: 97216 S-3MEF 1 FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1997 REGISTRATION NO. 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- ASSISTED LIVING CONCEPTS, INC. (Exact name of registrant as specified in its charter) NEVADA 93-1148702 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification Number) 9955 S.E. WASHINGTON, SUITE 201 PORTLAND, OREGON 97216 (503) 252-6233 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) STEPHEN GORDON CHIEF FINANCIAL OFFICER 9955 S.E. WASHINGTON, SUITE 201, PORTLAND, OREGON 97216 (503) 252-6233 (Name, address, including zip code, telephone number, including area code, of agent for service) COPIES TO: Gary Olson, Esq. Latham & Watkins 633 West Fifth Street - Suite 4000 Los Angeles, California 90071 (213) 485-1234 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective, depending on market conditions. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] Registration No. 333-35409. If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_]
CALCULATION OF REGISTRATION FEE ================================================================================================================================== Title of Each Proposed Maximum Proposed Maximum Amount of Class of Securities Amount to be Offering Price Aggregate Offering Registration to be Registered Registered Per Unit Price (1) Fee (2) - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.01 per share Debt Securities Issuable in Series and Preferred Stock issuable in Series (3)............................... (4) $(4) $12,840,000 $3,891 ==================================================================================================================================
(1) In no event will aggregate maximum offering price of all securities offered pursuant to this Registration Statement exceed $12,840,000, or if any debt securities are issued with original discount, such greater amount as shall result in an aggregate offering price of $12,840,000. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. (2) Determined pursuant to Rule 457(o) under the Securities Act of 1933, as amended. (3) There is also being registered hereunder an indeterminate number of shares of Common Stock as may be issued upon conversion of the Debt Securities or Preferred Stock registered hereby. (4) Not applicable pursuant to General Instruction II.D of Form S-3 under the Securities Act of 1933, as amended. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- The contents of the Registration Statement on Form S-3 (No. 333-35409) filed on September 11, 1997 by Assisted Living Concepts, Inc. pursuant to the Securities Act of 1933, as amended (the "Securities Act") and declared effective on October 2, 1997 by the Securities and Exchange Commission, are hereby incorporated by reference in this Registration Statement. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Portland, State of Oregon on the 20th day of October 1997. ASSISTED LIVING CONCEPTS, INC. /s/ Stephen Gordon By: _________________________________ Stephen Gordon Chief Administrative Officer and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of the dates indicated:
SIGNATURE TITLE DATE --------- ----- ---- /s/ * Chairman of the Board of October 20, 1997 ____________________________________ Directors William McBride III /s/ * Director, President October 20, 1997 ____________________________________ (Principal Executive Keren B. Wilson Officer) /s/ Stephen Gordon Chief Administrative Officer October 20, 1997 ____________________________________ and Chief Financial Officer Stephen Gordon /s/ * Chief Accounting Officer and October 20, 1997 ____________________________________ Controller Rhonda S. Marsh /s/ * Director October 20, 1997 ____________________________________ Gloria Cavanaugh /s/ * Director October 20, 1997 ____________________________________ Richard C. Ladd /s/ * Director October 20, 1997 ____________________________________ Bradley C. Razook
*By /s/ Stephen Gordon ----------------------------- Stephen Gordon Attorney-in-fact II-1 EXHIBITS INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE ----------- ---------------------- ---- 1.1 Form of Underwriting Agreement (Incorporated by reference to same titled exhibit to the Company's Registration Statement on Form S-3, File No. 333-35409). 2.1 Merger Agreement between the Company and CCL Sub, Inc. (Incorporated by reference to the same titled exhibit to the Company's Registration Statement on Form S-1, File No. 33-83938). 2.2 Agreement and Plan of Corporate Separation and Reorganization between Concepts In Community Living, Inc. and Keren Wilson (Incorporated by reference to the same titled exhibit to the Company's Registration Statement on Form S-1, File No. 33-83938). 2.3 Assignment, Bill of Sale, License, and Assumption Agreement between Concepts In Community Living, Inc., and CCL Sub, Inc. (Incorporated by reference to the same titled exhibit to the Company's Registration Statement on Form S-1, File No. 33-83938). 2.4 Purchase Agreement between the Company and Lincoln City Limited Partnership (Incorporated by reference to the same titled exhibit to the Company's Registration Statement on Form S-1, File No. 33-83938). 2.5 Letter Purchase Agreement between the Company and Madras Senior Residence, LRW partners, Keren Brown Wilson and Joseph Hughes (Incorporated by reference to the same titled exhibit to the Company's Registration Statement on Form S-1, File No. 33-83938). 3.1 Articles of Incorporation of the Company (Incorporated by reference to the same titled exhibit to the Company's Registration Statement on Form S-1, File No. 33-83938). 3.2 By laws of the Company (Incorporated by reference to the same titled exhibit to the Company's Registration Statement on Form S-1, File No. 33-83938). 4.1 Indenture, dated as of August 15, 1995, between the Company and Harris Trust and Savings Bank, as Trustee, in respect of the Company's 7.0% Convertible Subordinated Debentures due 2005. (Incorporated by reference to the same titled exhibit to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1995, File No. 1-83938). 4.2 Form of 7.0% Convertible Subordinated Debentures due 2005 (Incorporated by reference to the same titled exhibit to the Company Quarterly Report on Form 10-Q for the period ended September 30, 1995, File No. 1-83938). 4.3 Registration Rights Agreement dated August 2, 1995 between the Company and the Purchasers of its 7% Convertible Subordinated Debentures due 2005 (Incorporated by reference to the same titled exhibit to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1995, File No. 1-83938). 4.4 Form of Indenture between the Company and Harris Trust and Savings Bank with respect to the Debt Securities that are, among other things, the subject of this Registration Statement (Incorporated by reference to the same titled exhibit to the Company's Registration Statement on Form S-3, File No. 333-35409). 4.5 Rights Agreement dated as of June 12, 1997, between Assisted Living Concepts, Inc. and American Stock Transfer & Trust Company, as Rights Agent, which includes the form of Certificate of Resolution Establishing Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of Assisted Living Concepts, Inc. as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C (Incorporated by reference to the same titled exhibit to the Company's Current Report on Form 8-K, dated July 24, 1997, File No. 1-83938). 5.1 Opinion of Latham & Watkins regarding legality (filed herewith). 12.1 Computation of Ratio of Earnings to Fixed Charges (Incorporated by reference to the same titled exhibit to the Company's Registration Statement on Form S-3, File No. 333-35409). 23.1 Consent of Latham & Watkins with respect to opinion on legality (included in opinion filed on Exhibit 5.1). 23.2 Consent of Price Waterhouse LLP (filed herewith). 23.3 Consent of KPMG Peat Marwick LLP (filed herewith). 24.1 Power of Attorney (included on signature page to Registration Statement). 25.1 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee (Incorporated by reference to the same titled exhibit to the Company's Registration Statement on Form S-1, File No. 333-35409).
EX-5.1 2 OPINION OF LATHAM & WATKINS EXHIBIT 5.1 LATHAM & WATKINS Attorneys at Law 633 West Fifth Street, Suite 4000 Los Angeles, California 90071-2007 Telephone (213) 485-1234 Fax (213) 891-8763 October 21, 1997 Assisted Living Concepts, Inc. 9955 SE Washington, Ste 201 Portland, Oregon 97216 Re: Assisted Living Concepts, Inc. Ladies and Gentlemen: At your request, we have examined the registration statement on Form S-3 (the "Registration Statement") being filed by you with the Securities and Exchange Commission in connection with the registration, under the Securities Act of 1933, as amended, of up to $12,840,000 aggregate offering price of securities (the "Securities"), consisting of one or more series of debt securities (the "Debt Securities"), one or more series of shares of preferred stock, par value $.01 per share (the "Preferred Stock"), and shares of common stock, par value $.01 per share (the "Common Stock"). We also have examined the form of indenture by and between Assisted Living Concepts, Inc. (the "Company") and Harris Trust and Savings Bank, as trustee, relating to the Debt Securities (the "Indenture"). In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization and issuance of the Securities and for the purposes of this opinion, have assumed such proceedings will be timely completed in the manner presently proposed. In addition, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof: 1. The Debt Securities have been duly authorized by the Company, and when the Debt Securities have been duly established by the Indenture, duly authenticated by the Trustee and duly executed and delivered on behalf of the Company against payment therefor in accordance with the terms and provisions of the Indenture and as contemplated by the Registration Statement, the Debt Securities will constitute legally valid and binding obligations of the Company. 2. The Preferred Stock has been duly authorized by the Company, and when the Preferred Stock has been duly established in accordance with the terms of the Company's Articles of Incorporation and applicable law and, upon issuance, delivery and payment therefor in the manner contemplated by the Registration Statement, the Preferred Stock will be validly issued, fully paid and nonassessable. 3. The Common Stock, including any Common Stock that may be issuable pursuant to the conversion of any Debt Securities or Preferred Stock, has been duly authorized, and upon issuance, delivery and payment therefore in the manner contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable. The opinion rendered in clause 1 above is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or law, the discretion of the court before which any proceeding therefor may be brought; and (iii) we express no opinion with respect to whether acceleration of Debt Securities may affect the collectibility of any portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon. To the extent that the obligations of the Company under the Indenture may be dependent upon such matters, we assume for purposes of this opinion that the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that the Trustee is duly qualified to engage in the activities contemplated by the Indenture; that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the legally valid, binding and enforceable obligation of the Trustee enforceable against the Trustee in accordance with its terms; that the Trustee is in compliance, generally with respect to acting as a trustee under the Indenture, with all applicable laws and regulations; and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the prospectus included therein. Very truly yours, /s/ LATHAM & WATKINS EX-23.2 3 CONSENT OF PRICE WATERHOUSE LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our reports dated March 17, 1995, which appear on pages 30 and 31 of Assisted Living Concepts, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996 relating to the financial statements of Assisted Living Concepts Group (which is comprised of Assisted Living Facilities, Inc., a subchapter S Corporation, Madras Elder Care (dba Aspen Court), a general partnership, and Lincoln City Partners, a general partnership) for the eleven months ended November 30, 1994, and of Assisted Living Concepts, Inc. for the one month period ended December 31, 1994. We also consent to the reference to us under the heading "Experts" in such Prospectus. /s/ Price Waterhouse LLP - -------------------------- PRICE WATERHOUSE LLP PORTLAND, OREGON October 20, 1997 EX-23.3 4 CONSENT OF KPMG PEAT MARWICK LLP EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS The Board of Directors and Shareholders Assisted Living Concepts, Inc.: We consent to the use of our report incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG Peat Marwick LLP Portland, Oregon October 21, 1997 -----END PRIVACY-ENHANCED MESSAGE-----