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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
February 1, 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 of Commission File Number (I.R.S. Employer
incorporation or organization) Identification Number)
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.)
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ITEM 5. OTHER EVENTS
On February 1, 1999, Assisted Living Concepts, Inc. (the "Company")
announced that it will restate its financial statements for the year ended
December 31, 1997 and subsequent quarterly periods. The restatement is expected
to reduce reported net income by approximately $1.6 million or $0.12 per diluted
share for the year ended December 31, 1997 and by approximately $3.4 million or
$0.19 per diluted share for the nine months ended September 30, 1998. This
restatement will not change previously reported revenues or operating income for
those periods. The Company also announced that it and American Retirement
Corporation ("ARC") have mutually agreed to terminate the Agreement and Plan of
Merger, dated as of November 18, 1998 (the "Merger Agreement") among the
Company, ARC and Pioneer Merger Corporation ("Merger Corp."), pursuant to which
Merger Corp. was to have merged with and into the Company, with the Company as
the surviving entity (the "Merger"). In conjunction with such termination, the
parties to the Merger Agreement have entered into a Termination and Release
Agreement, dated January 31, 1999 (the "Termination Agreement") whereby they
have released each other from any claims relating to the proposed Merger. The
Company also announced that it will record a one-time charge in the fourth
quarter of 1998 of approximately $1.0 million to cover costs related to the
proposed Merger and that, as a result of the restatement and the impact of the
proposed Merger and its subsequent termination, the Company expects to report
significantly lower earnings for the quarter and for the year ended December 31,
1998.
Copies of the Termination Agreement and the Company's press release
dated February 1, 1999 have been filed as exhibits to this current Report on
Form 8-K and are incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) and (b) None.
(c) The following documents are furnished as Exhibits to this Current
Report on Form 8-K pursuant to Item 601 of Regulation S-K:
10. Termination and Release Agreement, dated January 31,
1999, among American Retirement Corporation, Pioneer
Merger Corporation and Assisted Living Concepts,
Inc.
99. Press release dated February 1, 1999 of Assisted
Living Concepts, Inc.
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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/ RHONDA S. MARSH
Name: Rhonda S. Marsh
Title: Vice President/Treasurer
Chief Accounting Officer
Date: February 1, 1999
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
10. Termination and Release Agreement, dated January 31,
1999, among American Retirement Corporation, Pioneer
Merger Corporation and Assisted Living Concepts, Inc.
99. Press release dated February 1, 1999 of Assisted Living Concepts, Inc.