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UNITED STATES
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
June 24, 2003
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Date of report (Date of earliest event reported)
ASSISTED LIVING CONCEPTS, INC.
(exact name of registrant as specified in its charter)
NEVADA 1-13498 93-1148702
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(State or other jurisdiction of Commission File Number (I.R.S. Employer
incorporation or organization) Identification Number)
1349 Empire Central, Suite 900, Dallas, Texas 75247
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(Address of Principal Executive Offices) (Zip Code)
(214) 424-4000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report.)
TABLE OF CONTENTS
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE............................1
SIGNATURES...................................................................2
EXHIBIT INDEX................................................................3
EXHIBIT 99...................................................................4
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
Assisted Living Concepts, Inc. (ASLC) received a Notice of Default, dated June
24, 2003, from BNY Midwest Trust Company, the Trustee under the Indentures,
dated January 1, 2002 (the "Indentures") indicating that the Company failed to
comply with a nonpayment covenant under the Indentures pursuant to Sections
10.01(b) and 11.02(b), respectively, of the Senior Indenture and Junior
Indenture. These covenants require the Company to deliver an annual opinion
stating that all filings, recordings or other actions that are necessary to
maintain the Liens under the Collateral Documents (as defined in the Indenture)
have been done, or that no such action is required.
Pursuant to the Notice of Default and Indentures, the Company will have 60 days
from the date of the Notice to cure the noncompliance. No Event of Default under
the Indentures (as defined therein) has occurred. The Company is in the process
of obtaining the required annual opinions and expects to cure the noncompliance
on a timely basis.
The Indentures pertain to the 10% Senior Secured Notes due 2009 (the "Senior
Notes") and the Junior Secured Notes due 2012 (the "Junior Notes").
The Company has been informed that the Trustee will also be sending a Notice,
dated June 25, 2003, to the Note Holders of the Senior Notes and Junior Notes
informing them that the Company did not receive prior notices sent by the
Trustee and that an Event of Default for failure to comply with the annual
opinion requirement has not occurred. These prior notices were not properly sent
in accordance with the terms of the Indenture. The new Notice to the Note
Holders is being sent to correct the earlier notice sent by the Trustee to the
Note Holders.
The Company has issued a press release relating to these events, a copy of which
is attached hereto as Exhibit 99.
Certain statements contained in this press release and statements made by or on
behalf of Assisted Living Concepts, Inc. relating hereto, including, without
limitation, statements containing the words "will," "believes," "expects,"
"estimates," "should," and words of similar import may be deemed to constitute
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements may be affected by risks and uncertainties and other risks and
uncertainties contained in the Company's filings with the Securities and
Exchange Commission. The Company does not undertake any obligation to publicly
release any revisions to any forward-looking statements contained herein to
reflect events and circumstances occurring after the date hereof or to reflect
the occurrence of unanticipated events.
EXHIBIT NO. DOCUMENT DESCRIPTION
99 Press Release of Assisted Living Concepts, Inc., dated June 25,
2003.
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SIGNATURES
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 hereunto duly authorized.
ASSISTED LIVING CONCEPTS, INC.
By: /s/ Matthew G. Patrick
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Name: Matthew G. Patrick
Title: Senior Vice President,
Chief Financial Officer,
Secretary and Treasurer
Date: June 25, 2003
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
99 Press Release of Assisted Living Concepts, Inc. dated June 25,
2003
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