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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: October 1, 1997
Date of earliest event reported: September 8, 1997
ASSISTED LIVING CONCEPTS, INC.
(Exact name of registrant as specified in its charter)
Nevada 1-13498 93-1148702
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
9955 S.E. Washington Street, Suite 201
Portland, OR 97216
(Address of principal executive offices) (Zip Code)
(503) 252-6233
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last
report)
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Item 5. Other Events
RECENT DEVELOPMENTS
On September 8, 1997, Assisted Living Concepts, Inc. (the "Company") agreed
in principle to acquire all of the 4,853,500 outstanding shares of Home and
Community Care Inc. ("HCI") for $1 per share and to assume HCI's debt
(approximately $5.7 million as of August 31, 1997). HCI stockholders will be
entitled to receive additional compensation depending upon how many of HCI's
residences under development are completed. For each completed residence, HCI
stockholders will receive an additional $7,500 per unit (approximately
$300,000). HCI currently has 39 assisted living residence sites (1,567 units)
either under construction or identified for possible development in five states.
In addition, HCI has an existing home healthcare, hospice and durable medical
equipment businesses.
The Boards of Directors of the Company and HCI have approved the agreement in
principle. The Company and HCI are negotiating the terms of a definitive
acquisition agreement. It is presently anticipated that the definitive agreement
will provide that the consideration payable to the HCI stockholders will be in
cash. The HCI acquisition will not be consummated unless, among other things,
the definitive acquisition agreement has been approved by the Board of Directors
of each of the Company and HCI and by the stockholders of HCI. While the parties
contemplate closing the merger in October 1997, there is no assurance that the
HCI acquisition will close or, if it closes, that it will close on the terms
described above.
In addition, Mr. William McBride III, Chairman of the Board of Directors and
one of the founders of the Company as well as the current Chief Executive
Officer of HCI, will be appointed the new Chief Executive Officer of the
Company. Dr. Keren Brown Wilson, who has been Chief Executive Officer and
President of the Company, will be the Chief Operating Officer, President and
Vice Chairman of the Company.
Mr. Andre Dimitriadis resigned as a director on September 8, 1997 from the
Board of Directors of the Company. The Board of Directors of the Company has
elected Ms. Gloria Cavanaugh, executive director of American Society on Aging,
to the Board to replace Mr. Dimitriadis.
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SIGNATURE
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.
ASSISTED LIVING CONCEPTS, INC.
Date: October 1, 1997 By: /s/ Stephen Gordon
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Name: Stephen Gordon
Title: Chief Administrative Officer,
Chief Financial Officer and
Secretary
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