<PAGE>
+--------------+
UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION +--------------+
Washington, D.C. 20549 | OMB Number: |
| 3235-0058 |
FORM 12b-25 | Expires: |
| May 31, 1997 |
NOTIFICATION OF LATE FILING | Estimated |
|average burden|
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K | hours per |
[ ] Form 10-Q [ ] Form N-SAR |response..2.50|
+--------------+
For Period Ended: ________________________ +--------------+
| SEC File No. |
[ ] Transition Report on Form 10-K | |
[ ] Transition Report on Form 20-F | 1-13498 |
[ ] Transition Report on Form 11-K +--------------+
[ ] Transition Report on Form 10-Q +--------------+
[ ] Transition Report on Form N-SAR | CUSIP No. |
| |
For the Transition Period Ended: ____________________________ +--------------+
[ Read Instruction (on back page) Before Preparing Form. Please Print or Type ]
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
- --------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
Assisted Living Concepts, Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant
- --------------------------------------------------------------------------------
Former Name if Applicable
11835 NE Glenn Widing Drive, Building E
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Portland, OR 97220
- --------------------------------------------------------------------------------
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
| (b) The subject annual report, semi-annual report, transition report on
| Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
| filed on or before the fifteenth calendar day following the
[ ] | prescribed due date; or the subject quarterly report or transition
| report on Form 10-Q, or portion thereof will be filed on or before
| the fifth calendar day following the prescribed due date; and
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
<PAGE>
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
(Attach Extra Sheets if Needed)
On February 1, 1999, Assisted Living Concepts, Inc. (the "Company") announced
that it would restate its financial statements for the year ended December 31,
1997 and subsequent quarterly periods. On March 31, 1999, the Company announced
that in connection with its year-end audit and in preparation for the
restatement, additional items continue to be identified which will materially
increase the size of the restatement, and may affect periods prior to the second
quarter of 1997, including the Company's results for the fiscal year ended
December 31, 1996. The Company is in the process of determining the scope and
magnitude of the restatement. Until the restatement is completed, the Company is
unable to file its annual report on Form 10-K.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
James Cruckshank (503) 252-6233
---------------------------- -------------- -------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer is
no, identify report(s). [X] Yes [ ] No
---------------------------------------------------------------------------
(3) Is it anticipated that any significant changes in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
In addition to changes resulting from the restatement (which will also be
reflected in an amended report on Form 10-K for the corresponding period
for fiscal 1997), the Company's operations in fiscal 1998 will include a
material loss in the fourth quarter of 1998 due to an increase in net
interest and general and administrative expenses resulting from reduction
in capitalized interest and capitalized payroll associated with a lower
level of development activity during the period, a charge of approximately
$1.2 million relating to a terminated merger, write-offs of approximately
$2.1 million relating to the abandonment of certain development sites, the
write-off of certain deferred financing costs and other one-time charges.
In addition, the fourth quarter was negatively impacted by a reduction in
occupancy at certain stabilized residences and by slower than expected
fill-up of recently opened residences, due primarily to the diversion of
management's time and attention in connection with the merger and also due
to regulatory issues in certain states. Because the Company is in the
process of determining the scope and magnitude of the restatement, a
reasonable estimate of the results cannot be made at this time.
================================================================================
Assisted Living Concepts, Inc.
-----------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 31, 1999 By /s/ Sandra Campbell
------------------------------ --------------------------------------
Name: Sandra Campbell
Senior Vice President, General
Counsel and Secretary
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
