-----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, GjdyV9ktF6IXM70c4QUfrFp3hcVEpO9X5JJ1UW+Ev9NWDwVEkKBWdV5o5m+nn/T2 4oBhugMeMYvcOyb6RTOeJw== 0000898430-99-001334.txt : 19990402 0000898430-99-001334.hdr.sgml : 19990402 ACCESSION NUMBER: 0000898430-99-001334 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSISTED LIVING CONCEPTS INC CENTRAL INDEX KEY: 0000929994 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 931148702 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13498 FILM NUMBER: 99583068 BUSINESS ADDRESS: STREET 1: 11835 NE GLENN WIDING DRIVE STREET 2: BLDG E CITY: PORTLAND STATE: OR ZIP: 97220-9057 BUSINESS PHONE: 5032526233 MAIL ADDRESS: STREET 1: 11835 NE GLENN WIDING DRIVE STREET 2: BLDG E CITY: PORTLAND STATE: OR ZIP: 97220-9057 8-K 1 FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ============== FORM 8-K ============== CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 March 31, 1999 ____________________________ Date of report (Date of earliest event reported) ASSISTED LIVING CONCEPTS, INC. (exact name of registrant as specified in its charter) NEVADA 1-13498 93-1148702 ____________________ ____________________ ____________________ (State or other jurisdiction Commission File Number (I.R.S. Employer of incorporation or Identification Number) organization)
11835 NE Glenn Widing Drive, Bldg E, Portland, OR 97220-9057 _________________________________________________________________ (Address of Principal Executive Offices) (Zip Code) (503) 252-6233 _________________________________________________________________ (Registrant's telephone number, including area code) Not Applicable _________________________________________________________________ (Former name or former address, if changed since last report.) ================================================================================ ITEM 5. OTHER EVENTS The press release dated March 31, 1999 of Assisted Living Concepts, Inc. (the "Company"), filed as an exhibit to this Current Report on Form 8-K, is incorporated herein by reference. Twelve complaints have been filed against the Company and certain of its officers and directors in the United States District Court for the District of Oregon since February 2, 1999. The complaints, which the Company expects will be consolidated into one action, purport to be brought as class actions on behalf of purchasers of the Company's common stock (during the period from April 29, 1997 or July 28, 1997 through February 1, 1999) and of the Company's 6% and 5.625% convertible debentures (from the date of their initial issuance through February 1, 1999). The complaints allege violations of Section 10(b) of the Securities and Exchange Act of 1934, as amended (the "1934 Act"), and Rule 10b-5 promulgated thereunder and violations of Section 20(a) of the 1934 Act. The complaints seek unspecified losses allegedly incurred as a result of the decline in the price of the Company's stock and debentures following the February 1, 1999 announcement of the Company's restatement of earnings for 1997 and for the first three quarters of 1998 and of the termination of the Agreement and Plan of Merger among the Company, American Retirement Corporation, and Pioneer Merger Corporation. The Company is unable to predict the outcome of the foregoing litigation and currently is unable to evaluate the likelihood of its success in each case or the range of possible loss. However, if the foregoing actions were determined adversely to the Company, such judgments could have a material adverse effect on the Company's financial position, results of operations, cash flow and liquidity. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) and (b) None. (c) The following document is furnished as an Exhibit to this Current Report on Form 8-K pursuant to Item 601 of Regulation S-K: 99. Press release dated March 31, 1999 of Assisted Living Concepts, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ASSISTED LIVING CONCEPTS, INC. By: /s/ Sandra Campbell ----------------------------- Name: Sandra Campbell Title: Senior Vice President, General Counsel and Secretary Date: March 31, 1999 EXHIBIT INDEX EXHIBIT NO. DOCUMENT DESCRIPTION 99. Press release dated March 31, 1999 of Assisted Living Concepts, Inc. EX-99 2 PRESS RELEASE DATED 3-31-99 Exhibit 99 Assisted Living Concepts, Inc. - -------------------------------------------------------------------------------- NEWS Contact: Joseph W. McDonnell Broadgate Consultants, Inc. 503-252-6233 For Immediate Release ===================== ASSISTED LIVING CONCEPTS TO DELAY EARNINGS REPORT EXPECTS LOSS FOR 1998 AND FURTHER RESTATEMENTS BOARD OF DIRECTORS ELECTS NEW CHAIRMAN ------------------------ PORTLAND, OREGON, March 31, 1999 Assisted Living Concepts, Inc. (AMEX: ALF), one of the nation's leading providers of assisted living for older adults, today announced that it will postpone the filing of its report on Form 10-K, scheduled to be filed on March 31, 1999 and delay its report of its 1998 earnings. The Company also announced that in connection with its year-end audit and in preparation for a previously announced restatement of its financial statements, additional items continue to be identified which will materially increase the size of the restatement, and may affect periods prior to the second quarter of 1997, including the Company's results for the year ended December 31, 1996. The Company is in the process of determining the scope and magnitude of the restatement. As a result of the restatement and other factors, the Company expects to report a net loss in excess of $15-20 million for the year ended December 31,1998. The Company also expects to record a material loss in the fourth quarter of 1998 due to an increase in net interest and general and administrative expenses resulting from a reduction in capitalized interest and capitalized payroll associated with a lower level of development activity during the period, a charge of approximately $1.2 million relating to a terminated merger, write-offs of approximately $2.1 million relating to the abandonment of certain development sites, the write-off of certain deferred financing costs and other one-time charges. In addition, the fourth quarter was negatively impacted by a reduction in occupancy at certain stabilized residences and by slower than expected fill-up of recently opened residences, due primarily to the diversion of management's time and attention in connection with the merger and also due to regulatory issues in certain states. Several of these factors have continued to impact operations during the first quarter of 1999 and, -more- together with certain one-time charges, will have a material adverse effect on the Company's results of operations for the first quarter. As previously announced on February 1, 1999, the Company intends to restate its financial statements for the year ended December 31,1997 and subsequent quarterly periods to treat the reimbursement of losses from the operations of certain start-up facilities by the Company's joint venture partner as loans, rather than other income. The additional items identified as a result of the year-end audit and in preparation for the restatement include, but may not be limited to, an increase in net interest and general and administrative expenses resulting from a reduction in previously capitalized amounts relating to the Company's development activities and an increase in rent expense resulting from the straight-lining of certain lease escalators. The restatement of the second quarter of 1998 may also include an additional write-off of goodwill primarily associated with the closing of the Company's home health care operations. "We are working hard to address these issues so that we can put our accounting problems behind us as quickly as possible," said Keren Brown Wilson, President and Chief Executive Officer. "The Company has grown from 5 residences at the end of 1994 to 177 residences today, including 70 that are debt free. We have to keep in mind that we have the financial resources to operate our business. And with our strengthened management team, we are enhancing our infrastructure to move this company to the next stage of its development," said Dr. Wilson. The Company continues to work closely with its independent auditors to complete the audit for the fiscal year ended December 31, 1998 and the restatement of financial statements. The Company also announced today the election of Mr. Richard Ladd as interim Chairman of the Board. The Company is in discussion with several highly qualified candidates to be outside directors to the board, including a permanent Chairman. Mr. Ladd replaces Mr. William McBride as Chairman. Mr. McBride has advised the board that he will not stand for reelection to the board at the next meeting of shareholders. This press release and statements made by or on behalf of Assisted Living Concepts relating hereto may be deemed to constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be affected by risks and uncertainties, including (i) those associated with the completion of the Company's 1998 audit, the preparation of restated financial statements and the scope and magnitude of the restatement, (ii) the costs associated with and potential outcome of the Company's pending shareholder litigation and pending and potential future regulatory actions, (iii) the impact of reduced occupancy at certain stabilized residences and slower than expected fill-up of recently opened residences and (iv) those more fully described in the Securities and Exchange Commission reports filed by the Company on Form 10-K for the fiscal year ended December 31, 1997 and Form 10-Q for the quarter ended September 30, 1998. In light of such risks and uncertainties, Assisted Living Concepts' actual results could differ materially from such forward-looking statements. Prior to the filing of periodic reports relating to the restatement, Assisted Living Concepts does not undertake any obligation to publicly release any revisions to forward-looking statements contained herein to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. # # # -----END PRIVACY-ENHANCED MESSAGE-----