UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ASSISTED LIVING CONCEPTS, INC.
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
04543L-10-9
(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)
JULY 11, 2001
(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. |X|
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. 04543L-10-9
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1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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7. SOLE VOTING POWER
1,304,251 shares
NUMBER OF ____________________________________________________
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0- shares
OWNED BY ____________________________________________________
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 1,304,251 shares
PERSON ____________________________________________________
10. SHARED DISPOSITIVE POWER
-0- shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,304,251 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
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14. TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP No. 04543L-10-9
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1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LTC Healthcare, 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
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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7. SOLE VOTING POWER
145,421 shares
NUMBER OF ____________________________________________________
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0- shares
OWNED BY ____________________________________________________
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 145,421 shares
PERSON ____________________________________________________
10. SHARED DISPOSITIVE POWER
-0- shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,421 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
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14. TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP No. 04543L-10-9
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1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andre C. Dimitriadis
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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
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4. SOURCE OF FUNDS
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. SOLE VOTING POWER
34,921 shares
NUMBER OF ____________________________________________________
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0- shares
OWNED BY ____________________________________________________
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 34,921 shares
PERSON ____________________________________________________
10. SHARED DISPOSITIVE POWER
-0- shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,921 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
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14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 04543L-10-9
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1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James J. Pieczynski
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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
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4. SOURCE OF FUNDS
PF
-------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. SOLE VOTING POWER
3,819 shares
NUMBER OF ____________________________________________________
SHARES 8. SHARED VOTING POWER
BENEFICIALLY -0- shares
OWNED BY ____________________________________________________
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 3,819 shares
PERSON ____________________________________________________
10. SHARED DISPOSITIVE POWER
-0- shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,819 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
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14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to the common stock (the "Common
Stock") of Assisted Living Concepts, Inc. (the "Issuer"). The address of the
Issuer is 11835 N.E. Glenn Widing Drive, Building E, Portland, Oregon 97220.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by the following (each a "Reporting
Person" and, collectively, the "Reporting Persons"): LTC Properties, Inc., a
Maryland corporation ("LTC Properties"), LTC Healthcare, Inc., a Nevada
corporation ("LTC Healthcare"), Andre C. Dimitriadis, an individual, and James
J. Pieczynski, an individual.
(1) The address of LTC Properties' principal office is 300 Esplanade
Drive, Suite 1860, Oxnard, California 93030. The names, business
addresses and principal businesses of each of the directors and
executive officers of LTC Properties are set forth on Schedule I
hereto and incorporated by reference herein. The current principal
business of LTC Properties, a self-administered real estate investment
trust, is investing primarily in long- term care and other health care
related facilities.
(2) The address of LTC Healthcare's principal office is 300 Esplanade
Drive, Suite 1860, Oxnard, California 93030. The names, business
addresses and principal businesses of each of the directors and
executive officers of LTC Healthcare are set forth on Schedule II
hereto and incorporated by reference herein. The current principal
business of LTC Healthcare is investing in and operating primarily
long-term care and other health care related facilities.
(3) Mr. Dimitriadis is an executive officer and director of LTC Properties
and LTC Healthcare. His business address is 300 Esplanade Drive, Suite
1860, Oxnard, California 93030. Mr. Dimitriadis is a citizen of the
United States.
(4) Mr. Pieczynski is an executive officer and director of LTC Properties
and LTC Healthcare. His business address is 300 Esplanade Drive, Suite
1860, Oxnard, California 93030. Mr. Pieczynski is a citizen of the
United States.
During the last five years, none of the Reporting Persons, and to the best
knowledge of the Reporting Persons, none of the directors and executive officers
of either LTC Properties or LTC Healthcare, have been convicted in any criminal
proceeding (excluding traffic violations and similar misdemeanors) or has been a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws. To the best
knowledge of the Reporting Persons, each of the directors and executive officers
of LTC Properties and LTC Healthcare is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On July 11, 2001, LTC Properties acquired in open market transactions
(i) $6,875,000 face principal amount of the Issuer's 6% Convertible
Subordinated Debentures Due November 2002 (the "6% Debentures") for an
aggregate purchase price of $1,787,500, and (ii) $3,833,000 face principal
amount of the Issuer's 5-5/8% Convertible Subordinated Debentures Due May
2003 (the "5-5/8% Debentures") for an aggregate purchase price of $996,580.
The source of funds for these purchases was working capital of LTC Properties.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons are members of a committee (the "Committee") of
holders of the 6% Debentures and 5-5/8% Debentures, formed at the request of
the Issuer to discuss proposals to refinance or restructure the Issuer's
debentures. The other members of the committee are National Health Investors,
Inc., Cerberus Capital Management, L.P., Deep Haven Capital Management, JMG
Capital Partners, L.P., JMG Capital Management, Inc., and Triton Capital
Investments, Ltd.
The Committee intends to submit a recapitalization plan to the Issuer
whereby the holders of the 6% Debentures and 5-5/8% Debentures would receive
a combination of senior and subordinate secured debt instruments of the
Issuer and a controlling interest in the common equity of the Issuer, as well
as the contractual right to control the Issuer's board of directors.
Each Reporting Person intends to review its investment in the Issuer and
its participation in the plans and proposals of the Committee from time to time
in order to evaluate such Reporting Person's plans and arrangements with respect
to the acquisition or disposition of any securities of the Issuer or other plans
or proposals which would materially alter the corporate structure or business of
the Issuer or rights of security holders of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The number of shares of Common Stock beneficially owned by the respective
Reporting Persons are as follows:
(1) LTC Properties beneficially owns 1,304,251 shares of Common Stock,
representing 7.1% of the outstanding Common Stock, consisting of
997,652 shares that may be acquired on conversion of $22,520,000
face principal amount of 6% Debentures and 306,599 shares that may
be acquired on conversion of $8,028,000 face principal amount of
5-5/8% Debentures. On July 11, 2001, LTC Properties acquired in
open market transactions (i) $6,875,000 face principal amount of 6%
Debentures for an aggregate purchase price of $1,787,500, and (ii)
$3,833,000 face principal amount of 5-5/8% Debentures for an
aggregate purchase price of $996,580. The 6% Debentures and 5-5/8%
Debentures purchased in these July 11, 2001, transactions are
convertible into 304,608 and 146,409 shares of Common Stock,
respectively.
(2) LTC Healthcare beneficially owns 145,421 shares of Common Stock,
representing 0.8%
of the outstanding Common Stock, of which 114,574 shares are shares
that may be acquired on conversion of $3,000,000 face principal amount
of 5-5/8% Debentures.
(3) Mr. Dimitriadis beneficially owns 34,921 shares of Common Stock,
representing 0.2% of the outstanding Common Stock, of which 6,645
shares are shares that may be acquired on conversion of $150,000 face
principal amount of 6% Debentures and 15,276 shares are shares that
may be acquired on conversion of $400,000 face principal amount of
5-5/8% Debentures.
(4) Mr. Pieczynski beneficially owns 3,819 shares of Common Stock,
representing less than 0.1% of the outstanding Common Stock,
consisting of shares that may be acquired on conversion of $100,000
face principal amount of 5-5/8% Debentures.
The number of shares beneficially owned by the Reporting Persons and the
percentage of outstanding shares represented thereby, have been computed in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. The ownership of the Reporting Persons is based on 17,120,745
outstanding shares of Common Stock of the Issuer as of May 14, 2001, as reported
in the Quarterly Report on Form 10-Q filed by the Issuer on May 15, 2001.
Each Reporting Person has the sole power to vote and dispose of the
securities beneficially owned by it or him.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Reporting Persons are members of the Committee of debenture holders who
are presently cooperating to consider and submit a recapitalization plan with
respect to the Issuer, as described in Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
1 Joint Filing Agreement
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: July 13, 2001 LTC PROPERTIES, INC.,
a Maryland corporation
/s/ Wendy L. Simpson
----------------------
Vice Chairman and Chief
Financial Officer
Date: July 13, 2001 LTC HEALTHCARE, INC.,
a Nevada corporation
/s/ Wendy L. Simpson
---------------------
Executive Vice President and
Chief Financial Officer
Date: July 13, 2001 /s/ Andre C. Dimitriadis
--------------------------
ANDRE C. DIMITRIADIS
Date: July 13, 2001 /s/ James J. Pieczynski
-------------------------
JAMES J. PIECZYNSKI
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF LTC PROPERTIES
Name and
Business Address Position with LTC Properties Present Principal Occupation
---------------- ---------------------------- ----------------------------
Andre C. Dimitriadis Chairman, Chief Executive Officer, Executive officer of LTC
300 Esplanade Drive President and Director Properties and LTC Healthcare
Suite 1860
Oxnard, CA 93030
Alex J. Chavez Senior Vice President and Executive officer of LTC
300 Esplanade Drive Treasurer Properties and LTC Healthcare
Suite 1860
Oxnard, CA 93030
Christopher T. Ishikawa Executive Vice President and Chief Executive officer of LTC
300 Esplanade Drive Investment Officer Properties and LTC Healthcare
Suite 1860
Oxnard, CA 93030
Julia L. Kopta Executive Vice President, General Executive officer of LTC
300 Esplanade Drive Counsel and Corporate Secretary Properties and LTC Healthcare
Suite 1860
Oxnard, CA 93030
James J. Pieczynski Chief Strategic Planning Officer Executive officer of LTC
300 Esplanade Drive and Director Properties and LTC Healthcare
Suite 1860
Oxnard, CA 93030
Wendy L. Simpson Vice Chairman, Chief Financial Executive officer of LTC
300 Esplanade Drive Officer and Director Properties and LTC Healthcare
Suite 1860
Oxnard, CA 93030
Edmund C. King Director General partner of Trouver
4153 N. Dover Capital Partners, an investment
Provo, Utah 84604 banking firm
Timothy J. Triche, M.D. Director Chairman of the Department of
4650 Sunset Boulevard Pathology and Laboratory
Mail Stop No. 43 Medicine, Childrens Hospital Los
Los Angeles, CA 90027 Angeles
Sam Yellen Director Self-employed business
22433 Oxnard Street consultant
Woodland Hills, CA 91367
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS
OF LTC HEALTHCARE
Name and
Business Address Position with LTC Healthcare Present Principal Occupation
---------------- ---------------------------- ----------------------------
Andre C. Dimitriadis Chairman, Chief Executive Officer Executive officer of LTC
300 Esplanade Drive and Director Properties and LTC Healthcare
Suite 1860
Oxnard, CA 93030
Alex J. Chavez Senior Vice President and Executive officer of LTC
300 Esplanade Drive Treasurer Properties and LTC Healthcare
Suite 1860
Oxnard, CA 93030
Christopher T. Ishikawa Executive Vice President, Chief Executive officer of LTC
300 Esplanade Drive Operating Officer and Director Properties and LTC Healthcare
Suite 1860
Oxnard, CA 93030
Julia L. Kopta Executive Vice President, General Executive officer of LTC
300 Esplanade Drive Counsel and Corporate Secretary Properties and LTC Healthcare
Suite 1860
Oxnard, CA 93030
James J. Pieczynski Chief Strategic Planning Officer Executive officer of LTC
300 Esplanade Drive Properties and LTC Healthcare
Suite 1860
Oxnard, CA 93030
Wendy L. Simpson Executive Vice President and Chief Executive officer of LTC
300 Esplanade Drive Financial Officer Properties and LTC Healthcare
Suite 1860
Oxnard, CA 93030
Steven Stuart Director Corporate Executive Officer of
1-8 Uchisaiwaicho 2-Chrome Shinsei Bank, Ltd.
Chiyoda-ku
Tokyo, Japan 100-8501
Bary G. Bailey Director Executive Vice President and
3120 Lake Center Drive Chief Strategic Officer of
Mail Stop LC01-354 PacifiCare Health Systems, Inc.
Santa Ana, CA 92704