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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): MAY 14, 1999
SUNRISE ASSISTED LIVING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-20765 54-1746596
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation of organization) File Number) Identification No.)
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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Exhibit Index on Page 5
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 14, 1999, Sunrise Assisted Living, Inc., a Delaware corporation
("Sunrise"), completed its acquisition of Karrington Health, Inc., an Ohio
corporation ("Karrington"), pursuant to an Agreement of Merger, dated as of
October 18, 1998, as amended by Amendment No. 1 thereto dated as of March 4,
1999 (the "Amended Merger Agreement").
Under the Amended Merger Agreement, the acquisition of Karrington by
Sunrise was effected in a tax-free merger of Buckeye Merger Corporation, a
wholly owned subsidiary of Sunrise ("Merger Sub"), with and into Karrington. At
the effective time of the merger, each issued and outstanding Karrington common
share (other than Karrington common shares for which dissenters' rights are
exercised in accordance with Ohio law) was converted into the right to receive
0.3333 of a share of Sunrise common stock, or approximately 2.28 million shares
of Sunrise common stock in the aggregate (excluding options to purchase
Karrington common shares that were not exercised prior to the effective time of
the acquisition and which were converted into options to purchase Sunrise
common stock at the exchange ratio), plus the right attached to the Sunrise
common stock to purchase shares of Sunrise series C junior preferred stock
under its stockholder rights plan. Cash will be paid instead of issuing
fractional shares of Sunrise. The exchange ratio was arrived at by negotiation
between Sunrise and Karrington.
The acquisition of Karrington will be treated as a purchase for
financial accounting purposes.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of businesses acquired.
The following audited financial statements of Karrington have previously
been filed with the SEC as part of Sunrise's registration statement on Form S-4
filed on March 31, 1999, as amended (Registration No. 333-75315), and are
incorporated herein by reference:
-- Report of Independent Auditors.
-- Consolidated Balance Sheets of Karrington at December 31, 1998
and 1997.
-- Consolidated Statements of Operations of Karrington for each of
the three years in the period ended December 31 1998.
-- Consolidated Statements of Equity of Karrington for each of the
three years in the period ended December 31 1998.
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-- Consolidated Statements of Cash Flows of Karrington for
each of the three years in the period ended December 31
1998.
-- Notes to Consolidated Financial Statements of
Karrington.
(b) Pro forma financial information.
The required pro forma financial information of Sunrise and
Karrington has previously been filed with the SEC as part of Sunrise's
registration statement on Form S-4 filed on March 31, 1999, as amended
(Registration No. 333-75315), and is incorporated herein by reference.
(c) Exhibits.
2.1 The Agreement of Merger, dated as of October 18, 1998,
among Sunrise, Merger Sub and Karrington, was previously
filed with the SEC as exhibit 2.1 to the Current Report
on Form 8-K filed by Sunrise on October 28, 1998, and is
incorporated herein by reference.
2.2 Amendment No. 1 to Agreement of Merger, dated as of
March 4, 1999, among Sunrise, Merger Sub and Karrington,
was previously filed with the SEC as exhibit 2.1 to the
Current Report on Form 8-K filed by Sunrise on March 5,
1999, and is incorporated herein by reference.
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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.
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SUNRISE ASSISTED LIVING, INC.
(Registrant)
Date: May 14, 1999 By: /s/ Larry E. Hulse
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Larry E. Hulse
Vice President and Chief Accounting Officer
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INDEX OF EXHIBITS
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Exhibit No. Exhibit Name Page
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2.1 The Agreement of Merger, dated as of October 18, 1998, among
Sunrise, Merger Sub and Karrington, was previously filed with
the SEC as exhibit 2.1 to the Current Report on Form 8-K filed
by Sunrise on October 28, 1998, and is incorporated herein by
reference.
2.2 Amendment No. 1 to Agreement of Merger, dated as of March 4,
1999, among Sunrise, Merger Sub and Karrington, was previously
filed with the SEC as exhibit 2.1 to the Current Report on Form
8-K filed by Sunrise on March 5, 1999, and is incorporated
herein by reference.
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