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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ASSISTED LIVING CONCEPTS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 93-1148702
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
9955 S.E. WASHINGTON, SUITE 201
PORTLAND, OREGON 97216
(503) 252-6233
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
STEPHEN GORDON
CHIEF FINANCIAL OFFICER
9955 S.E. WASHINGTON, SUITE 201, PORTLAND, OREGON 97216
(503) 252-6233
(Name, address, including zip code, telephone number, including area code, of
agent for service)
COPIES TO:
Gary Olson, Esq.
Latham & Watkins
633 West Fifth Street - Suite 4000
Los Angeles, California 90071
(213) 485-1234
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective, depending on
market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration No.
333-35409.
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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CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Maximum Proposed Maximum Amount of
Class of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Unit Price (1) Fee (2)
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<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share
Debt Securities Issuable in Series and Preferred Stock
issuable in Series (3)............................... (4) $(4) $12,840,000 $3,891
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(1) In no event will aggregate maximum offering price of all securities
offered pursuant to this Registration Statement exceed $12,840,000, or if
any debt securities are issued with original discount, such greater
amount as shall result in an aggregate offering price of $12,840,000. Any
securities registered hereunder may be sold separately or as units with
other securities registered hereunder.
(2) Determined pursuant to Rule 457(o) under the Securities Act of 1933, as
amended.
(3) There is also being registered hereunder an indeterminate number of shares
of Common Stock as may be issued upon conversion of the Debt Securities
or Preferred Stock registered hereby.
(4) Not applicable pursuant to General Instruction II.D of Form S-3 under the
Securities Act of 1933, as amended.
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The contents of the Registration Statement on Form S-3 (No. 333-35409)
filed on September 11, 1997 by Assisted Living Concepts, Inc. pursuant to the
Securities Act of 1933, as amended (the "Securities Act") and declared effective
on October 2, 1997 by the Securities and Exchange Commission, are hereby
incorporated by reference in this Registration Statement.
2
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SIGNATURES
Pursuant to 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 S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Portland, State of Oregon on the 20th day of October
1997.
ASSISTED LIVING CONCEPTS, INC.
/s/ Stephen Gordon
By: _________________________________
Stephen Gordon
Chief Administrative Officer and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the dates indicated:
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ * Chairman of the Board of October 20, 1997
____________________________________ Directors
William McBride III
/s/ * Director, President October 20, 1997
____________________________________ (Principal Executive
Keren B. Wilson Officer)
/s/ Stephen Gordon Chief Administrative Officer October 20, 1997
____________________________________ and Chief Financial Officer
Stephen Gordon
/s/ * Chief Accounting Officer and October 20, 1997
____________________________________ Controller
Rhonda S. Marsh
/s/ * Director October 20, 1997
____________________________________
Gloria Cavanaugh
/s/ * Director October 20, 1997
____________________________________
Richard C. Ladd
/s/ * Director October 20, 1997
____________________________________
Bradley C. Razook
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*By /s/ Stephen Gordon
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Stephen Gordon
Attorney-in-fact
II-1
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EXHIBITS INDEX
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EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE
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<C> <S> <C>
1.1 Form of Underwriting Agreement (Incorporated by reference to same
titled exhibit to the Company's Registration Statement on Form
S-3, File No. 333-35409).
2.1 Merger Agreement between the Company and CCL Sub, Inc.
(Incorporated by reference to the same
titled exhibit to the Company's Registration Statement on
Form S-1, File No. 33-83938).
2.2 Agreement and Plan of Corporate Separation and
Reorganization between Concepts In Community Living, Inc.
and Keren Wilson (Incorporated by reference to the same
titled exhibit to the Company's Registration Statement on
Form S-1, File No. 33-83938).
2.3 Assignment, Bill of Sale, License, and Assumption Agreement
between Concepts In Community Living, Inc., and CCL Sub,
Inc. (Incorporated by reference to the same titled exhibit
to the Company's Registration Statement on Form S-1, File
No. 33-83938).
2.4 Purchase Agreement between the Company and Lincoln City
Limited Partnership (Incorporated by reference to the same
titled exhibit to the Company's Registration Statement on
Form S-1, File No. 33-83938).
2.5 Letter Purchase Agreement between the Company and Madras
Senior Residence, LRW partners, Keren Brown Wilson and
Joseph Hughes (Incorporated by reference to the same
titled exhibit to the Company's Registration Statement on
Form S-1, File No. 33-83938).
3.1 Articles of Incorporation of the Company (Incorporated by
reference to the same titled exhibit to the Company's
Registration Statement on Form S-1, File No. 33-83938).
3.2 By laws of the Company (Incorporated by reference to the
same titled exhibit to the Company's Registration
Statement on Form S-1, File No. 33-83938).
4.1 Indenture, dated as of August 15, 1995, between the Company
and Harris Trust and Savings Bank, as Trustee, in respect
of the Company's 7.0% Convertible Subordinated Debentures
due 2005. (Incorporated by reference to the same titled
exhibit to the Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1995, File
No. 1-83938).
4.2 Form of 7.0% Convertible Subordinated Debentures due 2005
(Incorporated by reference to the same titled exhibit to
the Company Quarterly Report on Form 10-Q for the period
ended September 30, 1995, File No. 1-83938).
4.3 Registration Rights Agreement dated August 2, 1995 between
the Company and the Purchasers of its 7% Convertible
Subordinated Debentures due 2005 (Incorporated by
reference to the same titled exhibit to the Company's
Quarterly Report on Form 10-Q for the period ended
September 30, 1995, File No. 1-83938).
4.4 Form of Indenture between the Company and Harris Trust and
Savings Bank with respect to the Debt Securities that are,
among other things, the subject of this Registration
Statement (Incorporated by reference to the same
titled exhibit to the Company's Registration Statement on
Form S-3, File No. 333-35409).
4.5 Rights Agreement dated as of June 12, 1997, between
Assisted Living Concepts, Inc. and American Stock Transfer
& Trust Company, as Rights Agent, which includes the form
of Certificate of Resolution Establishing Designations,
Preferences and Rights of Series A Junior Participating
Preferred Stock of Assisted Living Concepts, Inc. as
Exhibit A, the form of Right Certificate as Exhibit B and
the Summary of Rights to Purchase Preferred Shares as
Exhibit C (Incorporated by reference to the same titled
exhibit to the Company's Current Report on Form 8-K, dated
July 24, 1997, File No. 1-83938).
5.1 Opinion of Latham & Watkins regarding legality
(filed herewith).
12.1 Computation of Ratio of Earnings to Fixed Charges
(Incorporated by reference to the same titled exhibit to the
Company's Registration Statement on Form S-3, File No. 333-35409).
23.1 Consent of Latham & Watkins with respect to opinion on
legality (included in opinion filed on Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP (filed herewith).
23.3 Consent of KPMG Peat Marwick LLP (filed herewith).
24.1 Power of Attorney (included on signature page to Registration
Statement).
25.1 Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of the Trustee (Incorporated by
reference to the same titled exhibit to the Company's Registration
Statement on Form S-1, File No. 333-35409).
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EXHIBIT 5.1
LATHAM & WATKINS
Attorneys at Law
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
Telephone (213) 485-1234
Fax (213) 891-8763
October 21, 1997
Assisted Living Concepts, Inc.
9955 SE Washington, Ste 201
Portland, Oregon 97216
Re: Assisted Living Concepts, Inc.
Ladies and Gentlemen:
At your request, we have examined the registration statement on Form S-3
(the "Registration Statement") being filed by you with the Securities and
Exchange Commission in connection with the registration, under the Securities
Act of 1933, as amended, of up to $12,840,000 aggregate offering price of
securities (the "Securities"), consisting of one or more series of debt
securities (the "Debt Securities"), one or more series of shares of preferred
stock, par value $.01 per share (the "Preferred Stock"), and shares of common
stock, par value $.01 per share (the "Common Stock"). We also have examined the
form of indenture by and between Assisted Living Concepts, Inc. (the "Company")
and Harris Trust and Savings Bank, as trustee, relating to the Debt Securities
(the "Indenture").
In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken and proposed to be taken by the Company
in connection with the authorization and issuance of the Securities and for the
purposes of this opinion, have assumed such proceedings will be timely completed
in the manner presently proposed. In addition, we have made such legal and
factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
Subject to the foregoing and the other matters set forth herein, it is our
opinion that, as of the date hereof:
1. The Debt Securities have been duly authorized by the Company, and when
the Debt Securities have been duly established by the Indenture, duly
authenticated by the Trustee and duly executed and delivered on behalf
of the Company against payment therefor in accordance with the terms
and provisions of the Indenture and as contemplated by the
Registration Statement, the Debt Securities will constitute legally
valid and binding obligations of the Company.
2. The Preferred Stock has been duly authorized by the Company, and when
the Preferred Stock has been duly established in accordance with the
terms of the Company's Articles of Incorporation and applicable law
and, upon issuance, delivery and payment therefor in the manner
contemplated
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by the Registration Statement, the Preferred Stock will be validly
issued, fully paid and nonassessable.
3. The Common Stock, including any Common Stock that may be issuable
pursuant to the conversion of any Debt Securities or Preferred Stock,
has been duly authorized, and upon issuance, delivery and payment
therefore in the manner contemplated by the Registration Statement,
will be validly issued, fully paid and nonassessable.
The opinion rendered in clause 1 above is subject to the following
exceptions, limitations and qualifications: (i) the effect of bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to or affecting the rights and remedies of creditors; (ii) the
effect of general principles of equity, whether enforcement is considered in a
proceeding in equity or law, the discretion of the court before which any
proceeding therefor may be brought; and (iii) we express no opinion with respect
to whether acceleration of Debt Securities may affect the collectibility of any
portion of the stated principal amount thereof which might be determined to
constitute unearned interest thereon.
To the extent that the obligations of the Company under the Indenture may
be dependent upon such matters, we assume for purposes of this opinion that the
Trustee is duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization; that the Trustee is duly qualified to
engage in the activities contemplated by the Indenture; that the Indenture has
been duly authorized, executed and delivered by the Trustee and constitutes the
legally valid, binding and enforceable obligation of the Trustee enforceable
against the Trustee in accordance with its terms; that the Trustee is in
compliance, generally with respect to acting as a trustee under the Indenture,
with all applicable laws and regulations; and that the Trustee has the requisite
organizational and legal power and authority to perform its obligations under
the Indenture.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the prospectus included therein.
Very truly yours,
/s/ LATHAM & WATKINS
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our reports
dated March 17, 1995, which appear on pages 30 and 31 of Assisted Living
Concepts, Inc.'s Annual Report on Form 10-K for the year ended December
31, 1996 relating to the financial statements of Assisted Living Concepts
Group (which is comprised of Assisted Living Facilities, Inc., a subchapter
S Corporation, Madras Elder Care (dba Aspen Court), a general partnership,
and Lincoln City Partners, a general partnership) for the eleven months
ended November 30, 1994, and of Assisted Living Concepts, Inc. for the one
month period ended December 31, 1994. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
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PRICE WATERHOUSE LLP
PORTLAND, OREGON
October 20, 1997
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EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Assisted Living Concepts, Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Portland, Oregon
October 21, 1997
