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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
May 7, 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 Identification
incorporation or organization) Number)
1349 Empire Central, Suite 900, Dallas, TX 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)
11835 NE Glenn Widing Drive, Bldg E, Portland, OR 97220-9057
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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
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
TERMINATION OF SALE OF SOUTH CAROLINA FACILITIES
Due to the purchaser's inability to obtain suitable financing, the Company has
entered into an agreement to terminate the proposed sale of the Company's nine
South Carolina facilities. Six of the facilities are owned and pledged as
collateral for the Senior Secured Notes and Junior Secured Notes; three of the
facilities are leased from a national REIT. The Company had previously announced
the pending sale of these properties and proposed use of the proceeds to redeem
a portion of the Senior Secured Notes, which will now not occur.
Due to the recent improved operating performance of the South Carolina
facilities, the Company has decided not to sell these assets at this time. For
at least the near term, the Company intends to continue to operate the
facilities on an on-going basis.
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," "forward," "should," "intend" and words of similar import,
constitute forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Reform Act of 1995. These forward-looking
statements may be affected by risks and uncertainties identified in our Annual
Report on Form 10-K, including without limitation (i) our ability to control
costs and improve operating margins, (ii) the possibility that we will
experience a decrease in occupancy in our residences, which would adversely
affect residence revenues and operating margins, (iii) our ability to operate
our residences in compliance with evolving regulatory requirements, and (iv) the
degree to which our future operating results and financial condition may be
affected by a reduction in Medicaid reimbursement rates. In light of such risks
and uncertainties, our actual results could differ materially from such
forward-looking statements. Except as may be required by law, we do 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.
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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: May 7, 2003
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