Assisted Living Concepts, Inc. Makes Announcement.Business Editors PORTLAND, Ore.--(BUSINESS WIRE)--Oct. 29, 2001 On October 1, 2001, Assisted Living as·sist·ed living n. A living arrangement in which people with special needs, especially older people with disabilities, reside in a facility that provides help with everyday tasks such as bathing, dressing, and taking medication. Concepts, Inc. (AMEX AMEX See: American Stock Exchange :ALF ALF - Algebraic Logic Functional language ), a national provider of assisted living services (the "Company"), and its wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. , Carriage House Assisted Living, Inc. ("Carriage House") each filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court bankruptcy court n. the specialized Federal court in which bankruptcy matters under the Federal Bankruptcy Act are conducted. There are several bankruptcy courts in each state, and each one's territory covers several counties. for the District of Delaware in Wilmington (the "Court") (cases no. 01-10674 and 01-10670, respectively). The Company and Carriage House are operating as debtors-in-possession, which will allow the Company and Carriage House to continue operations during their bankruptcy cases. On October 3, 2001, the Court issued an Interim Order approving debtor-in-possession financing Debtor-in-possession financing New debt obtained by a firm during the Chapter 11 bankruptcy process, Federal Bankruptcy Rule 4001 (c)(1). This financing is unique because it is secured, that is, it has priority over existing debt, equity and other claims. ("DIP Facility") with Heller Healthcare Finance, Inc. ("Heller") in the principal amount of $4.4 million, on which the Company drew the initial amount of $1.0 million on October 4, 2001. On October 19, 2001, the Court issued its Final Order of the DIP Facility and also approved the Company's guaranty of the Meditrust Acquisition described below, among other things. On October 26, 2001, the Company and Carriage House filed a First Amended Plan of Reorganization and a First Amended Disclosure Statement, which amended the previous filings to account for developments in the bankruptcy cases from and after October 1, 2001 and to provide additional disclosure about certain treatment of claims against and interests in the debtors. A copy of the First Amended Plan of Reorganization and a First Amended Disclosure Statement filed with the Court may be obtained from the Court's website at www.deb.uscourts.gov. On October 24, 2001, the Company, through its wholly-owned subsidiary Texas ALC (Assembly Language Coding) A generic term for IBM mainframe assembly languages. 1. ALC - Assembly Language Compiler. 2. ALC - Airline Line Control. Partners, L.P. ("Texas ALC"), acquired for a total cash consideration of $ 23.5 million sixteen assisted living residence properties previously leased by Texas ALC from T and F Properties, L.P. (the "Meditrust Properties" and the acquisition by Texas ALC, the "Meditrust Acquisition"). The Meditrust Acquisition is pursuant to the exercise of an option granted by T and F Properties, L.P. to Texas ALC on September 25, 2001. The Meditrust Acquisition is financed by an existing debt facility of certain subsidiaries of the Company with Heller, which was amended on October 3, 2001 to include the financing of the Meditrust Acquisition (as amended, the "Heller Loan Agreement"). In connection with the Meditrust Acquisition, Texas ALC has become a borrower under the Heller Loan Agreement pursuant to a joinder The union in one lawsuit of multiple parties who have the same rights or against whom rights are claimed as coplaintiffs or codefendants. The combination in one lawsuit of two or more causes of action, or grounds for relief. thereof and the Meditrust Properties serve as collateral for repayment of the Heller Loan Agreement and the DIP Facility. On October 25, 2001, the Company was notified that the Securities and Exchange Commission granted the application filed by the American Stock Exchange American Stock Exchange (AMEX) Stock exchange in the U.S. Originally known as “the Curb,” it began as an outdoor marketplace in New York City c. 1850. It moved indoors to its present location in the Wall Street area in 1921. (AMEX) to strike the Company's common stock and its two series of convertible subordinated debentures from listing and registration on AMEX effective as of the opening of business on October 26, 2001. The Company may seek to have its common stock quoted on the OTC Bulletin Board OTC Bulletin Board An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system. . Historically, the OTC Bulletin Board has been a less developed market providing lower trading volume than the national securities exchanges and NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on . However, there is no guarantee that the Company will attempt to have or succeed in having its common stock quoted on the OTC Bulletin Board. This press release and statements made by or on behalf of Assisted Living Concepts relating hereto may be deemed to constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These forward-looking statements may be affected by risks and uncertainties, including, but not limited to, the Company's ability to complete the restructuring in a timely fashion, the likelihood that the Company's securities will trade on the OTC Bulletin Board, the Company's ability to control costs and improve operating margins, the degree to which the Company's future operating results and financial condition will be affected by any litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. , the possibility that the Company will experience a decrease in occupancy in its residences, which would adversely affect residence revenues and operating margins, the Company's ability to operate our residences in compliance with evolving regulatory requirements, the degree to which the Company's future operating results and financial condition may be affected by a reduction in Medicaid reimbursement rates, and other risks described in the Company's filings with the Securities and Exchange Commission. The inability of the Company to implement the Prenegotiated Plan under Chapter 11 of the U.S. Bankruptcy Code (or any significant delay in effecting such restructuring) could have a material adverse affect upon the Company. 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. |
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