SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report: July 24, 1997
Date of earliest event reported: June 30, 1997
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) Identification Number)
9955 S.E. Washington Street, Suite 201
Portland, OR 97216
(Address of principal executive offices) (Zip Code)
(503) 252-6233
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last
report)
Item 5. Other Events
Stock Split
On June 12, 1997, the Board of Directors (the "Board") of Assisted
Living Concepts, Inc. (the "Company"), declared a two-for-one stock split on the
Company's Common Stock. The record date for the stock split was June 30, 1997,
and the stock split occurred immediately prior to the dividend of the Rights
pursuant to the Rights Agreement described below. On July 10, 1997,
shareholders of record on the record date will be sent a share certificate
representing the additional shares of Common Stock to which they are entitled.
The Common Stock will being trading on a split-adjusted basis on the American
Stock Exchange on July 10, 1997.
Rights Agreement
On June 12, 1997, the Board declared a dividend of one preferred share
purchase right (each a "Right" and collectively the "Rights") on each
outstanding share of the Company's common stock, $0.01 par value per share (the
"Common Stock"), payable to shareholders of record on June 30, 1997. Each Right
will entitle the holder thereof after the Rights become exercisable and until
June 30, 2007 (or the earlier redemption, exchange of termination of the
Rights), to buy one one-hundredth of a share of Series A Junior Participating
Preferred Stock (the "Preferred Stock") at an exercise price of $54.00, subject
to certain antidilution adjustments (the "Purchase Price"). The Rights will be
represented by the Common Stock certificates and will not be exercisable or
transferable apart from the Common Stock until the earlier of (i) the tenth day
after the public announcement that a Person (defined as any individual or
entity) or group has become an Acquiring Person (a Person who has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the Common
Stock) or (ii) the tenth day after a Person or group commences, or announces an
intention to commence, a tender or exchange offer, the consummation of which
would result in the beneficial ownership by a Person or group of 15% or more of
the Common Stock (the earlier of (i) and (ii) is referred to herein the
"Distribution Date"). Prior to the Distribution Date, the Board has the power,
under certain circumstances, to postpone the Distribution Date. Separate
certificates representing the Rights will be mailed to holders of the Common
Stock as of the Distribution Date. The Rights will first become exercisable on
the Distribution Date, unless earlier redeemed or exchanged, and may then begin
trading separately from the Common Stock. The Rights will at no time have any
voting rights.
In the event that a Person becomes an Acquiring Person (except
pursuant to certain cash offers for all outstanding Common Stock approved by the
Board) or if the Company were the surviving corporation in a merger and its
Common Stock were not changed or exchanged, each holder of a Right, other than
Rights that are or were acquired or beneficially owned by the Acquiring Person
(which Rights will thereafter be void), will thereafter have the right to
receive upon exercise that number of shares of Common Stock having a market
value of two times the then-current exercise price of one Right. With certain
exceptions, in the event that (i) the Company were acquired in a merger or other
business combination transaction in which the Company is not the surviving
corporation or its Common Stock is changed or exchanged (other than a merger
which follows certain cash offers for all outstanding Common Stock approved by
the Board) or (ii) more than 50% of the Company's assets or earning power were
sold, proper provision shall be made so that each holder of a Right (except
Rights which previously have been voided as set forth above) shall thereafter
have the right to receive, upon exercise thereof, that
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number of shares of common stock of the acquiring company which at the time of
such transaction would have a market value of two times the then-current
exercise price of one Right.
At any time after a Person has become an Acquiring Person and prior to
the acquisition of 50% or more of the then-outstanding Common Stock by such
Acquiring Person, the Board may cause the Company to acquire the Rights (other
than Rights owned by an Acquiring Person which have become void), in whole or in
part, in exchange for that number of shares of Common Stock having an aggregate
value equal to the excess of the value of the Common Stock issuable upon
exercise of a Right after a Person becomes an Acquiring Person over the Purchase
Price.
The Rights are redeemable at $0.01 per Right prior to the first date
of public announcement that a Person or group has become an Acquiring Person.
Prior to the expiration of the period during which the Rights may be redeemed,
the Board has the power, under certain circumstances, to extend the redemption
period. The Rights will expire on June 12, 2007 (unless earlier redeemed or
exchanged). American Stock Transfer & Trust Company is the Rights Agent. Under
certain circumstances set forth in the Rights Agreement, the decision to redeem
or to lengthen or shorten the redemption period shall require the concurrence of
a majority of the Continuing Directors (as defined below).
The term "Continuing Directors" means any member of the Board who was
a member of the Board prior to the time that any Person becomes an Acquiring
Person, and any person who is subsequently elected to the Board if such person
is recommended or approved by a majority of the Continuing Directors.
Continuing Directors do not include an Acquiring Person, or an affiliate or
associate of an Acquiring Person, or any representative of the foregoing.
The Purchase Price payable, and the number of shares of Preferred
Stock or other securities or property issuable upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for or purchase the Preferred Stock or
convertible securities at less than the current market price of the Preferred
Stock or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness, cash, securities or assets (excluding regular
periodic cash dividends at a rate not in excess of 125% of the last regular
periodic cash dividend theretofore paid, or in case regular periodic dividends
have not theretofore been paid, at a rate not in excess of 50% of the average
net income per share of the Company for the four quarters ended immediately
prior to the payment of such dividend, or dividends payable in the Preferred
Stock) or of subscription rights or warrants (other than those referred to
above). No adjustments in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price.
As of June 30, 1997, after giving effect to the stock split described
above, there were 11,043,512 shares of Common Stock outstanding. One Right is
being distributed to shareholders of the Company for each share of Common Stock
owned of record by them on June 30, 1997 after giving effect to the stock split
described above. As long as the Rights are attached to the Common Stock, the
Company will issue one Right with each new share of Common Stock so that all
such shares will have attached Rights. The Company has reserved 800,000 shares
of Preferred Stock for issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board,
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except pursuant to an offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board prior to the time that a Person or group has
become an Acquiring Person, as the Rights may be redeemed by the Company at
$0.01 per Right prior to such time.
The Rights Agreement dated as of June 12, 1997, between the Company
and the Rights Agent specifying the terms of the Rights, and the form of a
letter to be sent to the holders of the Common Stock explaining the Rights, are
attached hereto as exhibits and are incorporated herein by reference. The
foregoing description of the Rights is qualified by reference to such exhibits.
Item 7. Exhibits.
1. Rights Agreement dated as of June 12, 1997, between Assisted
Living Concepts, Inc. and American Stock Transfer & Trust Company,
as Rights Agent.
2. Form of Letter to the holders of Assisted Living Concepts, Inc.
Common Stock.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ASSISTED LIVING CONCEPTS, INC.
Date: July 24, 1997 By: /s/ Stephen Gordon
---------------------------
Name: Stephen Gordon
Title: Chief Administrative Officer,
Chief Financial Officer and
Secretary
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EXHIBIT INDEX
1. 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.
2. Form of Letter to the holders of Assisted Living Concepts, Inc. Common
Stock.