<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 5, 1998
REGISTRATION STATEMENT NO. 333-34367
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DIVERSIFIED SENIOR SERVICES, INC.
(Name of small business issuer in its charter)
<TABLE>
<S> <C> <C>
NORTH CAROLINA 8050 56-1973923
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
915 WEST FOURTH STREET
WINSTON-SALEM, NORTH CAROLINA 27101
(910) 724-1000
(Address and telephone number of principal executive offices)
915 WEST FOURTH STREET
WINSTON-SALEM, NORTH CAROLINA 27101
(Address of principal place of business or intended principal place of business)
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SUSAN L. CHRISTIANSEN
915 WEST FOURTH STREET
WINSTON-SALEM, NORTH CAROLINA 27101
(910) 724-1000
(Name, address and telephone number of agent for service)
COPIES TO:
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<S> <C>
DON R. HOUSE JAMES R. TANENBAUM
HOUSE LAW FIRM STROOCK & STROOCK & LAVAN LLP
3325 Healy Dr. 180 Maiden Lane
Winston-Salem, N.C. 27103 New York, N.Y. 10038
(910) 768-2225 (212) 806-5400
</TABLE>
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE: Amendment No. 4 is being filed solely for the purpose of
filing Exhibit No. 23.1 to the Registration Statement, an updated Accountants'
Consent.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this Amendment No. 4
to the Registration Statement to be signed on its behalf by the undersigned in
the City of Winston-Salem, State of North Carolina, on the 5th day of January,
1998.
DIVERSIFIED SENIOR SERVICES, INC.
By: /s/ SUSAN L. CHRISTIANSEN
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SUSAN L. CHRISTIANSEN,
PRESIDENT AND CHIEF OPERATING OFFICER
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
* Chairman of the Board and Chief January 5, 1998
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WILLIAM G. BENTON Executive Officer
/s/SUSAN L. CHRISTIANSEN Chief Operating Officer and January 5, 1998
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SUSAN L. CHRISTIANSEN Director
* Chief Financial Officer, January 5, 1998
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G.L. CLARK, JR. Treasurer and Director
* Director January 5, 1998
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PERRY C. CRAVEN
* Director January 5, 1998
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WALTER H. ETTINGER, JR.
*by Susan L. Christiansen, Attorney-in-Fact
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<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders
Diversified Senior Services, Inc.
We consent to the use in this Amendment No. 4 to the Registration Statement
relating to shares of Class A Common Diversified Senior Services, Inc. on Form
SB-2 of (i) our report dated August 6, 1997 on the consolidated financial
statements of Diversified Senior Services, Inc. as of December 31, 1996 and for
period from May 17, 1996 to December 31, 1996; (ii) our report dated August 6,
1997 on the statements of operations, changes in shareholder's equity (deficit)
and cash flows for the six months ended June 30, 1996 and year ended December
31, 1995 of Residential Properties Management, Inc. appearing in the Prospectus,
which is a part of the Registration Statement, and to the reference to us under
the heading "Experts" in such Prospectus.
THE DANIEL PROFESSIONAL GROUP, INC.
Winston-Salem, North Carolina
January 5, 1998
