<PAGE> 1
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-37737
PROSPECTUS SUPPLEMENT
DATED JUNE 3, 1999
TO THE PROSPECTUS DATED NOVEMBER 14, 1997
ALTERRA HEALTHCARE CORPORATION
(F/K/A ALTERNATIVE LIVING SERVICES, INC.)
Alterra Healthcare Corporation (f/k/a Alternative Living Services, Inc.
(the "Company")) has prepared this Prospectus Supplement to update certain
information included in the Company's Prospectus dated November 14, 1997
relating to the Company's $50,000,000 aggregate principal amount of 7%
Convertible Subordinated Debentures due 2004 (the "Debentures"), issued in a
private placement on May 21, 1997 and the 2,469,136 shares of common stock, $.01
par value, of the Company that are issuable upon conversion of the Debentures,
subject to adjustment under certain circumstances.
The table set forth in the Prospectus under the caption "SELLING
SECURITYHOLDERS" is hereby supplemented as follows:
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
OF OF
DEBENTURES DEBENTURES PERCENT OF
BENEFICIALLY THAT MAY BE OUTSTANDING
NAME OWNED SOLD DEBENTURES
- ---- ------------ ----------- -----------
<S> <C> <C> <C>
Forum Capital Markets LLC* ............................ $2,000,000 $2,000,000 4.0%
</TABLE>
- --------------------------------------------------------------------------------
*As disclosed in the Prospectus Supplements dated July 8, 1998 and February 22,
1999, Forum Capital Markets LLC is also offering for sale, pursuant to the
Prospectus, Debentures in the principal amount of $1,090,000 (all or a portion
of which may have already been sold), representing 2.2% of the outstanding
Debentures.
