SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Amendment No. 10
Information to be Included in Statements Filed
Pursuant to Rule 13d-1(a) and Amendments Thereto
Filed Pursuant to Rule 13d-2(a)
Assisted Living Concepts, Inc.
------------------------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
04543L109
--------------
(CUSIP Number)
Lawrence D. Rovin, Esquire
Klehr, Harrison, Harvey, Branzburg & Ellers LLP
260 South Broad Street
Philadelphia, PA 19102
(215) 569-2898
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 9, 2003
-------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-l(e), 13d-1(f) or 13d-1(g), check the following
box: /_/
--------------------------------------------------------------------------------
CUSIP No. 04543L109 13D Page 2 of 7 Pages
--------------------------------------------------------------------------------
________________________________________________________________________________
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
BET ASSOCIATES, L.P.
23-2957243
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS:
AF
________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e): [_]
________________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
________________________________________________________________________________
7. SOLE VOTING POWER
492,473 shares of common stock
NUMBER OF _________________________________________________________________
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0- Shares
EACH _________________________________________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 492,473 shares of common stock
_________________________________________________________________
10. SHARED DISPOSITIVE POWER
-0- Shares
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
492,473 Shares of Common Stock
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.65%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
________________________________________________________________________________
--------------------------------------------------------------------------------
CUSIP No. 04543L109 13D Page 3 of 7 Pages
--------------------------------------------------------------------------------
________________________________________________________________________________
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
BRU Holding Company, Inc., LLC ("BRU")
52-2059411
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS:
AF
________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e): [_]
________________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
________________________________________________________________________________
7. SOLE VOTING POWER
605,567 shares of common stock (represents
NUMBER OF 492,473 shares of common stock held by BET
SHARES Associates L.P. ("BET") and 113,094 shares of
BENEFICIALLY common stock held by BRU)
OWNED BY _________________________________________________________________
EACH 8. SHARED VOTING POWER
REPORTING
PERSON -0- Shares
WITH _________________________________________________________________
9. SOLE DISPOSITIVE POWER
605,567 shares of common stock (represents
492,473 shares of common stock held by BET and
113,094 shares of common stock held by BRU)
_________________________________________________________________
10. SHARED DISPOSITIVE POWER
-0- Shares
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
605,567 (represents 492,473 shares of common stock held by BET and
113,094 shares of common stock held by BRU)
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.42%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
OO
________________________________________________________________________________
--------------------------------------------------------------------------------
CUSIP No. 04543L109 13D Page 4 of 7 Pages
--------------------------------------------------------------------------------
________________________________________________________________________________
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
BRUCE E. TOLL
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [X]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS:
PF
________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e): [_]
________________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES OF AMERICA
________________________________________________________________________________
7. SOLE VOTING POWER
1,219,256 (represents 492,473 shares of common stock
held by BET Associates, L.P. ("BET"), 113,094 shares
NUMBER OF held by BRU Holdings Company Inc., LLC ("BRU"), 3,492
SHARES shares held by Mr. Toll's daughter Jennifer Toll and
BENEFICIALLY 610,197 shares of common stock held by Mr. Toll).
OWNED BY _________________________________________________________________
EACH 8. SHARED VOTING POWER
REPORTING
PERSON -0- Shares
WITH _________________________________________________________________
9. SOLE DISPOSITIVE POWER
1,219,256 (represents 492,473 shares of common stock
held by BET, 113,094 shares held by BRU, 3,492 shares
held by Mr. Toll's daughter Jennifer Toll and 610,197
shares of common stock held by Mr. Toll).
_________________________________________________________________
10. SHARED DISPOSITIVE POWER
-0- Shares
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,219,256 (represents 492,473 shares of common stock held by BET,
113,094 shares or common stock held by BRU, 3,492 shares held by
Mr. Toll's daughter Jennifer Toll and 610,197 shares of common
stock held by Mr. Toll).
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.96%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
--------------------------------------------------------------------------------
CUSIP No. 04543L109 13D Page 5 of 7 Pages
--------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock (the "Common Stock") of
Assisted Living Concepts, Inc., a Nevada corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 11835 NE Glenn Widing
Drive, Bldg E, Portland, Oregon 97220-9057.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by (i) BET Associates, L.P., a
Delaware limited partnership ("BET"), with respect to shares beneficially owned
by BET; (ii) by BRU Holdings Company Inc., LLC ("BRU") with respect to the
shares beneficially owned by BET and BRU and (iii) Bruce E. Toll with respect to
shares beneficially owned by Mr. Toll, BET and BRU. Mr. Toll is the sole member
of BRU, a Delaware limited liability company, which is the sole general partner
of BET. Mr. Toll, BET and BRU are sometimes referred to herein as the "Filing
Persons."
(b) The business address of the Filing Persons is: 3103 Philmont
Avenue, Huntingdon Valley, Pennsylvania 19006.
(c) The principal business of BET and BRU is to invest in businesses.
Mr. Toll's principal occupation is as Vice-Chairman of Toll Brothers Inc., a
publicly-traded company engaged primarily in the business of developing and
constructing residential real estate.
(d) During the last five years, none of the persons referred to in
paragraph (a) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, none of the persons referred to in
paragraph (a) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he 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.
(f) Mr. Toll is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
Purchase of 8,000 shares of Common Stock by BRU. BRU purchased the
following shares of Common Stock in the open market (i) June 24, 2003, purchased
4,000 shares for $4.70 per share; (ii) June 25, 2003, purchased 1,000 shares for
$4.90 per share; (iii) June 25, 2003, purchased 2,000 shares for $4.70 per
share; and (iv) June 25, 2003, purchased 1,000 shares for $4.75 per share. BRU
used funds provided by Mr. Toll to effect the purchases.
Purchase of 100,830 shares of Common Stock by Mr. Toll. Mr. Toll
purchased the following shares of Common Stock in the open market (i) June 30,
2003 purchased 8,000 shares for $5.50 per share; and (ii) July 9, 2003,
purchased 92,830 shares for $6.125 per share.
Previous Purchases and Sales. Previous purchases and sales by BET, BRU
and Mr. Toll of the Issuer's securities are set forth on the Schedule 13D filed
on October 27, 1999, amendment numbers 1, 2, 3, 4, 5, 6, 7, 8, and 9 thereto,
filed on November 12, 1999, November 20, 2000, November 22, 2000, July 12, 2001,
November 30, 2001, December 17, 2001, January 13, 2003, March 25, 2003 and June
13, 2003, respectively.
ITEM 4. PURPOSE OF TRANSACTION.
The disclosure set forth in Item 4 to Amendment No. 9 is incorporated
herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) BET Beneficial Ownership. BET beneficially owns 492,473 shares of
Common Stock, which constitutes 7.65% of the Common Stock outstanding (based
upon 6,431,759 shares of Common Stock outstanding as of May 8, 2003 as reported
in the Issuer's Quarterly Report on Form 10-Q for the quarter ended on March 31,
2003 and filed on May 14, 2003 (the "Form 10-Q")).
--------------------------------------------------------------------------------
CUSIP No. 04543L109 13D Page 6 of 7 Pages
--------------------------------------------------------------------------------
BRU Beneficial Ownership. BRU beneficially owns 605,567 shares of
Common Stock, of which 492,473 shares are held by BET and 113,094 shares are
held by BRU, which constitutes 9.42% of the Common Stock outstanding (based upon
6,431,759 shares of Common Stock outstanding as reported in the Form 10-Q).
Mr. Toll Beneficial Ownership. Mr. Toll beneficially owns 1,219,256
shares of Common Stock, of which 492,473 shares are held by BET, 113,094 shares
are held by BRU, 3,492 shares are held by Mr. Toll's daughter, Jennifer Toll and
610,197 shares are held by Mr. Toll, which constitutes 18.96% of the Common
Stock outstanding (based upon 6,431,759 shares of Common Stock outstanding as
reported in the Form 10-Q).
(b) Mr. Toll, individually and through BRU and BET, has sole voting
power and power to dispose of the 610,197 shares of Common Stock held by Mr.
Toll, the 492,473 shares of Common Stock held by BET and the 113,094 shares of
Common stock held by BRU. BRU, individually and through BET, has sole voting
power and power to dispose of the 492,473 shares of Common Stock held by BET and
the 113,094 shares of Common Stock held by BRU. BET has sole voting power and
power to dispose of the 492,473 shares of Common Stock held by it.
(c) Transactions Since Most Recent Filing on Schedule 13D. See Item 3
above.
(d) N/A.
(e) N/A.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
See Items 3 and 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
N/A.
--------------------------------------------------------------------------------
CUSIP No. 04543L109 13D Page 7 of 7 Pages
--------------------------------------------------------------------------------
SIGNATURE
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.
Dated: July 17, 2003
BET ASSOCIATES, L.P.
By: BRU HOLDINGS COMPANY INC., LLC
Its General Partner
By: Bruce E. Toll
-----------------------------------
Bruce E. Toll
Member
BRU HOLDINGS COMPANY INC., LLC
By: Bruce E. Toll
-----------------------------------
Bruce E. Toll
Member
Bruce E. Toll
---------------------------------------
BRUCE E. TOLL