1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) [X] Amendment to Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1998 OR [ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _______________ to _______________. Commission File Number 1-11999 ALTERNATIVE LIVING SERVICES, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 39-1771281 (State of Incorporation) (I.R.S. Employer Identification No.) 450 N. Sunnyslope Road, Suite 300 Brookfield, WI 53005 (Address of Principal Executive Offices) (Zip Code) (414) 641-5100 (Registrant's Telephone Number) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED Common Stock, Par Value $.01 Per Share American Stock Exchange 5.75% Convertible Subordinated Debenture Due 2002 American Stock Exchange Series A Junior Preferred Stock Purchase Rights American Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. [ ] 2 The aggregate market value of the voting stock held by non-affiliates of the Registrant was $282,215,480 as of March 5, 1999. The number of outstanding shares of the Registrant's Common Stock was 22,018,458 shares as of March 5, 1999. EXPLANATORY NOTE This Report on Form 10-K/A amends and restates in their entirety the following Items of the Annual Report on Form 10-K of Alternative Living Services, Inc. (the "Company") for the fiscal year ended December 31, 1998 (the "1998 Form 10-K"). Items 9 and 10 of the 1998 Form 10-K have been amended to correct the information reported. The information in Item 10 of the 1998 Form 10-K was incorrectly reported in Item 9. PART III ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information required under this item with respect to the Company's directors and executive officers and compliance with Section 16(a) of the Securities and Exchange Act of 1934, as amended, is incorporated herein by reference to the Alternative Living Services, Inc. definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the 1999 Annual Meeting of Stockholders (the "1999 Proxy Statement"). SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized. ALTERNATIVE LIVING SERVICES, INC. By: /s/ Thomas E. Komula ------------------------------------- Thomas E. Komula Senior Vice President, Treasurer, Chief Financial Officer and Secretary Dated April 12, 1999 2