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As filed with the Securities and Exchange Commission
on July 20, 20001 Registration No. 333-52297
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ASSISTED LIVING CONCEPTS, INC.
(Exact name of Registrant as specified in its charter)
Nevada 93-1148702
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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11835 N.E. GLENN WIDING DRIVE
BUILDING E
PORTLAND, OREGON 97220
(503) 252-6233
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
DREW Q. MILLER
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
11835 N.E. GLENN WIDING DRIVE
BUILDING E
PORTLAND, OREGON 97220
(503) 252-6233
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
GARY OLSON, ESQ. ROBERT KENNEDY, ESQ.
LATHAM & WATKINS LATHAM & WATKINS
633 WEST FIFTH STREET-SUITE 4000 885 THIRD AVENUE-SUITE 1000
LOS ANGELES, CALIFORNIA 90071 NEW YORK, NEW YORK 10022
(213) 485-1234 (212) 906-1200
APPROXIMATE DATE OF COMMENCEMENT OF THE 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. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please 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 of 1933, 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. [ ]
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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We have made an application pursuant to Rule 477 under the Securities
Act of 1933 to withdraw Post-Effective Amendment No. 1, dated December 7, 1999
("Post-Effective Amendment No. 1") and Post-Effective Amendment No. 2, dated
April 25, 2000 ("Post-Effective Amendment No. 2"), each filed on Form S-1, to
the Registration Statement originally filed on Form S-3 on May 11, 1998 and
declared effective by the Securities and Exchange Commission on July 22, 1998.
Neither Post-Effective Amendment No 1 nor Post-Effective Amendment No. 2 (which
was in fact a pre-effective amendment to Post-Effective Amendment No. 1) has
been declared effective by the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly cause this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Portland and State of
Oregon, on the 19th day of July, 2001.
ASSISTED LIVING CONCEPTS, INC.
By:/s/ WM. JAMES NICOL
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Wm. James Nicol
President, Chief Executive Officer
and Chairman of Board of Directors
KNOW ALL PERSONS BY THESE PRESENTS: That each person whose signature
appears below constitutes and appoints Wm. James Nicol or Drew Q. Miller, and
each of them to be his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign this Registration
Statement, and any and all amendments thereto (including post-effective
amendments and any Registration Statement pursuant to Rule 462(b)), and to file
the same, with exhibits and schedules thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing necessary or desirable to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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:
Signatures Title Date
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/s/ WM. JAMES NICOL President, Chief Executive
------------------------------- Officer and Chairman of the July 19, 2001
Wm. James Nicol Board of Directors
/s/ DR. DREW Q. MILLER
------------------------------- Chief Financial Officer July 19, 2001
Drew Q. Miller and Treasurer
* Vice President, Controller July 19, 2001
------------------------------- and Chief Accounting Officer
M. Catherine Maloney
*
-------------------------------
Richard C. Ladd Director July 19, 2001
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* Director July 19, 2001
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Jill Krueger
*
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John M. Gibbons Director July 19, 2001
/s/ Bruce E. Toll
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Bruce E. Toll Director July 19, 2001
/s/ Leonard Tannenbaum
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Leonard Tannenbaum Director July 19, 2001
*By: /s/ DREW Q. MILLER
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Drew Q. Miller
Attorney-In-Fact