UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ASSISTED LIVING CONCEPTS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
04543M-10-7
(CUSIP Number)
Wendy L. Simpson
Chief Financial Officer
LTC Properties, Inc.
300 Esplanade Drive, Suite 1860
Oxnard, California 93030
(805) 981-8646
(Name, Address and Telephone Number of Person Authorized to Receive Notices And
Communications)
JANUARY 1, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 04543M-10-7 Page 2 of 9
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LTC Properties, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
-----------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
-----------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
-----------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
-----------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0- shares
BENEFICIALLY ----------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0- shares
REPORTING ----------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH A ----------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0- shares
-----------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- shares
-----------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [_]
-----------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
-----------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSONS (See Instructions)
CO
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SCHEDULE 13D
CUSIP No. 04543M-10-7 Page 3 of 9
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LTC Healthcare, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,452,793 shares
BENEFICIALLY -------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0- shares
REPORTING -------------------------------------------------
PERSONA 9 SOLE DISPOSITIVE POWER
WITH 1,452,793 shares
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0- shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,452,793 shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSONS (See Instructions)
CO
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 04543M-10-7 Page 4 of 9
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Andre C. Dimitriadis
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
20,628 shares
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0- shares
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 20,628 shares
PERSONA ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0- shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,628 shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSONS (See Instructions)
IN
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Item 1. Security and Issuer
This Amendment No. 2 amends and supplements the Statement on Schedule
13D, as amended by Amendment No. 1 thereto (collectively, the "Schedule 13D),
relating to the common stock of Assisted Living Concepts, Inc., previously filed
by the following (each a "Reporting Person" and, collectively, the "Reporting
Persons"): LTC Properties, Inc., a Maryland corporation, LTC Healthcare, Inc.,
a Nevada corporation, and Andre C. Dimitriadis, an individual.
Terms used herein and not defined in this Amendment have the meaning set
forth in the Schedule 13D, including Amendment No. 1 thereto. Except as
specifically provided herein, this Amendment does not modify any of the
information previously reported on the Schedule 13D, as amended by Amendment No.
1 thereto.
Items 3, 4, 5, 6 and 7 of the Schedule 13D are hereby amended to add,
delete or modify the following information:
Item 3. Source and Amount of Funds or Other Consideration
The shares of the Issuer's common stock reported herein (the "Shares")
were acquired in connection with the Issuer's emergence from bankruptcy on or
about January 1, 2002. On that date, pursuant to the consummation of the Plan
of Reorganization of the Issuer under Chapter 11 of the United States Bankruptcy
Code (the "Plan"), holders of the Issuer's Allowed Class 4 Claims (as defined in
the Plan of Reorganization) received, in addition to the New Notes (as defined
in the Plan of Reorganization), the Shares, in each case in such amounts as
prescribed by the Plan of Reorganization. In exchange for the issuance of the
New Notes and the Shares as prescribed by the Plan of Reorganization, all such
Allowed Class 4 Claims were extinguished.
The Reporting Persons were either holders of common stock of the Issuer
and/or Allowed Class 4 Claims which, in addition to the New Notes issued to
them, resulted in their right to receive the following number of shares,
respectively, pursuant to the Plan of Reorganization: LTC Properties--1,238,076;
LTC Healthcare (through its wholly owned subsidiary Healthcare Holdings, Inc., a
Nevada corporation ("Holdings"))--214,717; Mr. Dimitriadis--20,628. None of the
Reporting Persons paid any additional consideration for the Shares (or the New
Notes) received pursuant to the Plan.
On December 17, 2001, LTC Healthcare (through Holdings) entered into an
Assignment and Assumption Agreement with LTC Properties pursuant to which, among
other things, Holdings agreed to purchase the right to receive the Shares to be
distributed to LTC Properties pursuant to the Plan (the "Assignment"). On
December 31, 2001, Holdings issued a Promissory Note ("Note") in accordance with
the Agreement in the principal amount of $7,000,000 in payment for the right to
receive LTC Properties' 1,238,076 shares of the Issuer's common stock
distributed pursuant to the Plan. The Note is for a term of five years, and
bears interest at 5%, compounded annually and accruing to the
Page 5 of 9
principal balance plus interest at 2% on the original principal of $7,000,000
payable in cash annually. The Note is a full recourse obligation of Holdings and
is secured by all of the assets owned now or in the future by Holdings.
Item 4. Purpose of Transaction
The acquisition of the securities of the Issuer described herein is for
investment purposes on behalf of the Reporting Persons, none of whom have any
present plans or intentions which relate to or would result in any of the
transactions required to be described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Based upon information set forth in the public filings made by the Issuer,
as a result of the transactions effected pursuant to the Plan, as of January 1,
2002, there were issued and outstanding 6,500,000 Shares. As of such date, as a
result of the Assignment, (i) LTC Healthcare was the holder and possessed the
sole power to vote and dispose of 1,452,793 Shares, representing 22.4% of the
Issuer's outstanding common stock, (ii) Mr. Dimitriadis was the holder and
possessed the sole power to vote and dispose of 20,628 Shares, representing 0.3%
of the Issuer's outstanding common stock, and (3) LTC Properties ceased to
beneficially own any of the outstanding common stock of the Issuer.
In addition, pursuant to the Plan, the Issuer has held back from the
initial issuance of Shares (and New Notes) a reserve to be issued in the future
to holders of Allowed Class 4 Claims (the "Reserve"). Based upon the factors set
forth in the Plan and the provisions of the Note, LTC Healthcare and Mr.
Dimitriadis may receive additional Shares (and additional New Notes) from the
Reserve after the final determination is made with respect to the proper
disposition of the Reserve pursuant to the Plan.
On November 9, 2001, LTC Healthcare purchased $2,715,000 face amount of
Issuer's convertible debentures. These debentures were purchased using LTC
Healthcare's line of credit and became Class 4 Claims pursuant to the Plan.
During the sixty days prior to January 1, 2002, there were no transactions
in Shares, or securities convertible into, exercisable for or exchangeable for
Shares, by LTC Properties, Mr. Dimitriadis or any person or entity controlled
by any of them, except as described in this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Except as described in this Amendment, no contracts, arrangements,
understandings or relationships exist with respect to the securities of the
Issuer between any of the Reporting Persons and any other person or entity.
Reporting Person Mr. Dimitriadis is an executive officer and director of both
LTC Properties and LTC Healthcare.
Page 6 of 9
Item 7. Material to Be Filed as Exhibits
Exhibit No. Description
----------- -----------
1 Joint Filing Agreement
Page 7 of 9
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 14, 2002 LTC PROPERTIES, INC.,
a Maryland corporation
/s/ Wendy L. Simpson
--------------------
Vice Chairman and
Chief Financial Officer
Date: January 14, 2002 LTC HEALTHCARE, INC.,
a Nevada corporation
/s/ Wendy L. Simpson
--------------------
Executive Vice President and
Chief Financial Officer
Date: January 14, 2002 /s/ Andre C. Dimitriadis
------------------------
Andre C. Dimitriadis
Page 8 of 9