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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: December 31, 1996
(Date of earliest event reported)
ALTERNATIVE LIVING SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-11999 39-1771281
(State or other jurisdiction of (Commission file number) (I.R.S. Employer Identification No.)
incorporation or organization)
450 N. SUNNYSLOPE ROAD, SUITE 300
BROOKFIELD, WISCONSIN 53005
(Address of principal executive offices)
(414) 789-9565
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On December 31, 1996, Alternative Living Services, Inc. (the "Company" or the
"Registrant") completed $45 million in sale/leaseback financing with a
subsidiary of Meditrust, a healthcare real estate investment trust (REIT). The
financing involved the sale and leaseback of twelve of the Company's assisted
living residences having an aggregate capacity of 479 residents, all of which
residences were previously owned by the Company. The sale resulted in a deferred
gain of approximately $5.8 million, which will be recognized over the initial
twelve year lease terms. After repayment of mortgage indebtedness on the twelve
residences, the net proceeds to the Company of approximately $17.6 million (net
of lease deposits and closing costs) are available to fund future development
and construction and for general corporate purposes.
Pursuant to the sale/leaseback transaction, the Company is leasing these twelve
residences from Meditrust pursuant to long-term operating leases. Each of such
leases has a term of twelve years with an option to extend the lease for three
additional periods of five years each. Rent for the twelve assisted living
residences consists of base rent, which the Company expects will equal an annual
aggregate of approximately $4.3 million, plus additional rent, the calculation
of which is based on the revenue of each respective property. Such additional
rent shall be payable commencing during the second year of the lease term.
The foregoing descriptions are qualified in their entirety by reference to the
full text of the agreements which are filed herewith and incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
(1) Not applicable.
(b) Pro Forma Financial Information.
(1) Alternative Living Services, Inc. Pro Forma
Condensed Consolidated Balance Sheet
(unaudited) at September 30, 1996.
(2) Alternative Living Services, Inc. Pro Forma
Condensed Consolidated Statement of
Operations (unaudited) For the Year Ended
December 31, 1995 and for the Nine Months
Ended September 30, 1996.
(3) Notes to Pro Forma Condensed Consolidated
Financial Statements (unaudited).
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It is impracticable to provide the pro forma financial
information required by Item 7(b) at this time. Such pro forma
financial information will be filed by amendment on Form 8-K/A
as soon as practicable, but in any event, not later than March
17, 1997.
(c) Exhibits.
99.1 Facility Lease dated as of December 30,
1996, between Meditrust Acquisition
Corporation III and ALS Leasing, Inc.
("Form of Facility Lease")
99.2 Schedule of Additional Facility Leases which
are substantially similar to the Form of
Facility Lease attached as Exhibit 99.1
99.3 Guaranty by Alternative Living Services,
Inc. to Meditrust Acquisition Corporation
III
99.4 Affiliated Party Subordination Agreement
dated December 30, 1996, by and among ALS
Leasing, Inc., the Company, the parties
listed on Schedule A thereto, all other
Affiliates as defined therein and Meditrust
Acquisition Corporation III
99.5 Agreement Regarding Related Lease
Transactions dated December 30, 1996, by and
among ALS Leasing, Inc., the Company and
Meditrust Acquisition Corporation III
99.6 Press release relating to the sale/leaseback
transaction.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: January 14, 1997
ALTERNATIVE LIVING SERVICES, INC.
(Registrant)
By: /s/ Thomas E. Komula
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Thomas E. Komula, Senior Vice President,
Treasurer and Chief Financial Officer
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EXHIBIT INDEX
99.1 Form of Facility Lease*
99.2 Schedule of Facility Leases which are substantially
in the Form of Lease attached as Exhibit 99.1*
99.3 Guaranty by Alternative Living Services, Inc. to Meditrust Acquisition
Corporation III
99.4 Affiliated Party Subordination Agreement dated December 30, 1996, by
and among ALS Leasing, Inc., the Company, the parties listed on
Schedule A thereto, all other Affiliates as defined therein and
Meditrust Acquisition Corporation III
99.5 Agreement Regarding Related Lease Transactions dated December 30, 1996,
by and among ALS Leasing, Inc., the Company and Meditrust Acquisition
Corporation III
99.6 Press release relating to the sale/leaseback transaction.
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*Confidential portions omitted and filed separately with the Commission.