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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
Date of Report (Date of earliest event reported): JUNE 2, 1997
SUNRISE ASSISTED LIVING, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 0-20765 54-1746596
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation of organization) File Number) Identification No.)
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9401 LEE HIGHWAY, SUITE 300
FAIRFAX, VIRGINIA 22031
(Address of principal executive offices) (Zip Code)
(703) 273-7500
(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 June 2, 1997, the Company announced it would sell $130 million aggregate
principal amount of 5 1/2 % Convertible Subordinated Notes due June 15, 2002
(the "Notes") in a Rule 144A offering under the U.S. Securities Act of 1933,
as amended. The Company also granted Donaldson, Lufkin & Jenrette Securities
Corporation and Alex. Brown & Sons Incorporated (collectively, the "Initial
Purchasers") a 30-day option to purchase up to an additional $20 million of
Notes to cover over-allotments, if any.
The closing of the sale of $150 million aggregate principal amount of Notes
occurred on June 6, 1997. Net proceeds from the Note offering amounted to
$145.6 million (after deducting discounts and commissions totaling $3.8 million
and expenses payable by the Company estimated at $600,000).
The Notes, which are non-callable for three years, are convertible
commencing 90 days after June 6, 1997 into Common Stock of the Company at a
conversion price of $37.1875 per share. The Notes are convertible into a total
of 4,033,613 shares of Common Stock of the Company. The Company intends to
use the net proceeds from the offering to finance the development and
acquisition of additional assisted living facilities, for the possible
repayment of indebtedness and for working capital and other corporate purposes.
Pursuant to a Registration Rights Agreement between the Company and the
Initial Purchasers, the Company has agreed to file with the SEC within 90 days
of June 6, 1997, and to use all reasonable efforts to cause to become effective
within 180 days of June 6, 1997, a shelf registration statement with respect to
the resale of the Notes and the underlying Common Stock. The Company will be
required to pay liquidated damages to the holders of the Notes or the
underlying Common Stock under certain circumstances if the Company is not in
compliance with its registration requirements.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
Exhibit No. Exhibit Name
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99 Press release of June 2, 1997 (Rule 135c notice)
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
(a) Securities Sold
Of the $150 million aggregate principal amount of Notes sold
on June 6, 1997, $6.0 million aggregate principal amount of
Notes were sold in reliance upon Regulation S.
(b) Underwriters and other purchasers
See Item 5 above.
(c) Consideration
See Item 5 above.
(d) Exemption from registration claimed
Regulation S.
(e) Terms of conversion or exercise
See Item 5 above.
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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 thereunto duly authorized.
SUNRISE ASSISTED LIVING, INC.
(Registrant)
Date: June 13, 1997 By: /s/ Larry E. Hulse
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Larry E. Hulse
Controller and Chief Accounting Officer
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INDEX OF EXHIBITS
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Exhibit No. Exhibit Name Page
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99 Press release of June 2, 1997 (Rule 6
135c notice)
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EXHIBIT 99
NEWS RELEASE
For Immediate Release Contact: Kathleen Masters Dezio
June 2, 1997 (703) 273-7500
SUNRISE ASSISTED LIVING, INC. TO SELL $130 MILLION OF
51/2 PERCENT CONVERTIBLE SUBORDINATED NOTES DUE 2002
FAIRFAX, Va.--Sunrise Assisted Living, Inc. (Nasdaq NM:SNRZ) today announced it
will sell $130 million in 5 1/2 percent convertible subordinated notes due June
15, 2002 in a Rule 144A offering under the U.S. Securities Act of 1933, as
amended. The offering is expected to close June 6, 1997. The Company has
granted the Initial Purchasers a 30-day option to purchase up to an additional
$20 million of notes to cover over-allotments, if any.
The notes, which are non-callable for three years, will be convertible
into common stock of the Company at a conversion price of $37.1875 per share.
The notes will be convertible into a total of approximately 3,495,798 shares of
common stock of the Company (4,033,613 shares if the Initial Purchasers'
over-allotment option is exercised in full).
Sunrise plans to use the net proceeds from the offering to finance the
development and acquisition of additional assisted living facilities, for the
possible repayment of indebtedness and for working capital and other corporate
purposes.
Moody's Investors Service assigned a B2 rating, and Standard & Poor's
assigned its single B'-minus rating, to the convertible subordinated notes.
Standard & Poor's assigned Sunrise a
single B'-plus corporate credit rating.
Neither the notes nor the common stock of the Company issuable upon
conversion of the notes has been registered under the Securities Act of 1933,
as amended, or any state securities laws. Accordingly, these securities may
not be offered or sold in the U.S. absent registration or an exemption from the
registration requirements of the Securities Act of 1933, as amended, and
applicable state securities laws.
Founded by Paul and Terry Klaassen in 1981, Sunrise Assisted Living, Inc.
operates 43 communities in 11 states with a resident capacity of more than
3,900, and has an additional 20 facilities currently under construction.
This announcement is neither an offer to sell nor a solicitation to buy
any of these securities.
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