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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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SUNRISE ASSISTED LIVING, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 54-1746596
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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9401 Lee Highway, Suite 300
Fairfax, Virginia 22031
(Address of principal executive offices) (zip code)
If this form relates If this form relates
to the registration of a to the registration of a
class of securities pursuant class of securities pursuant
to Section 12(b) of the to Section 12(g) of the
Exchange Act and is Exchange Act and is
effective pursuant to effective pursuant to
General Instruction A.(c), General Instruction A.(d),
check the following box. [ ] check the following box. [ X ]
Securities Act registration statement
file number to which this item relates:
333-34365
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(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
5 1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2002
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
5 1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2002
Sunrise Assisted Living, Inc. (the "Company") hereby incorporates by
reference the section entitled "Description of Notes" contained in the
Company's Registration Statement under the Securities Act of 1933 on Form S-3
(the "1933 Act Registration Statement") filed with the Securities and Exchange
Commission on August 25, 1997.
ITEM 2. EXHIBITS
4.1 Indenture, dated as of June 6, 1997, between the Company and
First Union National Bank of Virginia, as Trustee (incorporated by reference to
Exhibit 4.1 to the Company's Form 10-Q for the quarter ended June 30, 1997).
4.2 Registration Rights Agreement, dated as of June 6, 1997, among
the Company, Donaldson, Lufkin & Jenrette Securities Corporation and Alex.
Brown & Sons Incorporated (incorporated by reference to Exhibit 4.2 to the
Company's Form 10-Q for the quarter ended June 30, 1997).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SUNRISE ASSISTED LIVING, INC.
Date: August 26, 1997 By: /s/ DAVID W. FAEDER
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David W. Faeder
President and
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGES
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<S> <C> <C>
4.1 Indenture dated as of June 6, 1997 between the Company and *
First Union National Bank of Virginia, as Trustee.
4.2 Registration Rights Agreement dated as of June 6, 1997 among *
the Company, Donaldson, Lufkin & Jenrette Securities Corporation
and Alex. Brown & Sons Incorporated.
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* Incorporated by reference to the Company's Form 10-Q for the quarter ended
June 30, 1997.
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