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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
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)
May 28, 2004
-------------------------------------------------------
(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 ss.ss.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 ss.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).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENT VALID OMB CONTROL
NUMBER.
---------------------------- -------------------------------- ------------------
CUSIP No. 04543L109 13D Page 2 of 6
---------------------------- -------------------------------- ------------------
----------- --------------------------------------------------------------------
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
----------- --------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 1,049,686 shares of common stock
BENEFICIALLY ------------- ----------------------------------------
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING -0- Shares
PERSON ------------- ---------------------------------------
WITH
9. SOLE DISPOSITIVE POWER
1,049,686 shares of common stock
------------- ---------------------------------------
10. SHARED DISPOSITIVE POWER
-0- Shares
----------- --------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,049,686 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)
16.32%
----------- --------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
----------- --------------------------------------------------------------------
---------------------------- -------------------------------- ------------------
CUSIP No. 04543L109 13D Page 3 of 6
---------------------------- -------------------------------- ------------------
----------- --------------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
BRU Holding Co., 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
----------- --------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 1,169,780 shares of common stock
BENEFICIALLY (represents 1,049,686 shares of common
OWNED BY stock held by BET Associates, L.P.
EACH ("BET") and 120,094 shares of common
REPORTING stock held by BRU)
PERSON ------------- ----------------------------------------
WITH
8. SHARED VOTING POWER
-0- Shares
------------- ----------------------------------------
9. SOLE DISPOSITIVE POWER
1,169,780 shares of common stock
(represents 1,049,686 shares of common
stock held by BET and 120,094 shares
of common stock held by BRU)
------------- ----------------------------------------
10. SHARED DISPOSITIVE POWER
-0- Shares
----------- --------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,169,780 (represents 1,049,686 shares of common stock hold by BET
and 120,094 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)
18.19%
----------- --------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
----------- --------------------------------------------------------------------
---------------------------- -------------------------------- ------------------
CUSIP No. 04543L109 13D Page 4 of 6
---------------------------- -------------------------------- ------------------
----------- --------------------------------------------------------------------
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
----------- --------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 1,795,161 (represents 1,049,686 shares
BENEFICIALLY of common stock held by BET
OWNED BY Associates, L.P. ("BET"), 120,094
EACH shares held by BRU Holding Co., LLC
REPORTING ("BRU") and 625,381 shares of common
PERSON stock held by Mr. Toll).
WITH ------------- ----------------------------------------
8. SHARED VOTING POWER
-0- Shares
------------- ----------------------------------------
9. SOLE DISPOSITIVE POWER
1,795,161 (represents 1,049,686 shares
of common stock held by BET, 120,094
shares held by BRU and 625,381 shares
of common stock held by Mr. Toll).
------------- ----------------------------------------
10. SHARED DISPOSITIVE POWER
-0- Shares
----------- --------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,795,161 (represents 1,049,686 shares of common stock held by
BET, 120,094 shares of common stock held by BRU and 625,381
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)
27.91%
----------- --------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
----------- --------------------------------------------------------------------
---------------------------- -------------------------------- ------------------
CUSIP No. 04543L109 13D Page 5 of 6
---------------------------- -------------------------------- ------------------
This Amendment No. 14 to Schedule 13D amends and supplements Item 4 of
Amendment No. 13 to the Schedule 13D dated May 7, 2004. Each capitalized term
used herein and not otherwise defined has the meaning given such term in the
original Schedule 13D dated October 14, 1999.
ITEM 4. PURPOSE OF TRANSACTION
On May 28, 2004, the Issuer issued a press release announcing that its
board of directors (the "BOARD") "has postponed indefinitely the Annual
Shareholders' Meeting." The meeting was scheduled to be held on June 3, 2004.
The press release stated that the Board has postponed the meeting "[f]or a
number of reasons, including the pending selection of a financial advisor and
exploration of strategic alternatives." Mr. Toll believes that the actual reason
why the Board postponed the Annual Shareholders' Meeting is because the Board
was aware that Mr. Toll held sufficient proxies to elect a slate of nominees to
the Board that did not include the current directors Messrs. Adams and
Dimitriadis or their hand picked nominees to fill the two vacant seats on the
Board. Mr. Toll believes that the postponement of the Annual Meeting is nothing
more than an attempt by Messrs. Adams and Dimitriadis to entrench themselves on
the Board and to ensure that their self-interests are protected at the expense
of the Issuer's shareholders. Mr. Toll has been advised that the United States
District Court for the State of Nevada, in Hilton Hotels Corporation et al. v.
ITT Corporation, 978 F.Supp. 1342, has determined that "nothing in the Nevada
statutes, or elsewhere in the law of Nevada, authorizes the incumbent board of a
corporation to entrench itself by effectively removing the right of the
corporation's shareholders to vote on who may serve on the board of the
corporation..." and that the Nevada courts have accepted the reasoning of the
Delaware courts in Blausius Industries Inc. v. Atlas Corp., 564 A.2d 651, which
concludes that a board of directors may act for the primary purpose of
interfering with or impeding the effective exercise of a shareholder vote only
if the board "bears the heavy burden of demonstrating a compelling justification
for such action." Mr. Toll believes that the justification provided by the Board
of "the pending selection of a financial advisor and exploration of strategic
alternatives" is anything but "compelling" and that the Board's actions are
illegal, a breach of duties to the Issuer's shareholders and should result in
personal liability to each of the members of the Board who approved the action.
Mr. Toll further questions whether the Board is seriously considering a
sale of the Issuer that would benefit all shareholders, or whether the process
that has been proposed by the Board is simply a means of furthering the
interests of Messrs. Adams and Dimitriadis who have already demonstrated that
their own self interests are paramount as evidenced by their rejection of the
nominees selected by the independent Nominating Committee of the Board and the
subsequent postponement of the Annual Meeting when their control over the Board
would be lost. Mr. Toll believes that Messrs. Adams and Dimitriadis have
consistently taken actions as directors, including the decision to explore
strategic alternatives at a time when they had control of the Board, so that LTC
Properties, Inc., a company controlled by Mr. Dimitriadis in which an affiliate
of Mr. Adams has a significant ownership interest, could use the change in
control provision of the lease between LTC Properties, Inc. and the Issuer for
purposes of ensuring that Messrs. Adams and Dimitriadis could benefit from a
transaction with the Issuer at the expense of the other shareholders. Mr. Toll
believes that Steven Vick, the Chief Executive Officer of the Issuer, has
supported the actions of Messrs. Adams and Dimitriadis as a director in the
expectation of being personally rewarded for such actions. Mr. Toll believes
that so long as the Board of Directors of the Issuer is controlled by interested
directors such as Messrs. Adams, Dimitriadis and Vick, the recommendations of
the independent Special Committee with regard to the Issuer's strategic
alternatives would have no more authority than the independent Nominating
Committee whose nominees were rejected by these same interested directors.
As a consequence of the foregoing, in addition to the possible actions
set forth in Item 4 to Amendments No. 9 and 13 to Schedule 13D, which are
incorporated herein by reference, the Filing Persons may (a) file litigation
against the Company and its interested directors for breaches of fiduciary duty,
(b) form a group to protect the interests of all of the shareholders of the
Issuer, and (c) communicate with various regulatory agencies regarding conduct
of the Board that Mr. Toll considers to be inappropriate and designed primarily
to entrench and enrich certain insiders.
---------------------------- -------------------------------- ------------------
CUSIP No. 04543L109 13D Page 6 of 6
---------------------------- -------------------------------- ------------------
THE FOREGOING INFORMATION IS REPORTED PURSUANT TO THE REQUIREMENTS OF SECTION
13(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE RULES
PROMULGATED THEREUNDER BY THE COMMISSION, IS REPORTED FOR DISCLOSURE AND
INFORMATIONAL PURPOSES ONLY AND IS NOT A SOLICITATION OF PROXIES BY ANY OF THE
REPORTING PERSONS. AT SUCH TIME AS THE ISSUER ANNOUNCES THE DATE OF THE 2004
ANNUAL MEETING OF SHAREHOLDERS, THE REPORTING PERSONS WILL DETERMINE WHETHER
THEY WILL SOLICIT ADDITIONAL PROXIES WITH RESPECT TO THAT MEETING AND IF THEY
ELECT TO DO SO, THE REPORTING PERSONS WILL FILE WITH THE COMMISSION ANY
DOCUMENTS REQUIRED TO BE SO FILED WITH RESPECT TO ANY SUCH SOLICITATION.
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: June 11, 2004
BET ASSOCIATES, L.P.
By: BRU HOLDING CO., LLC
Its General Partner
By: /s/ Bruce E. Toll
---------------------------
Bruce E. Toll, Member
BRU HOLDING CO., LLC
By: /s/ Bruce E. Toll
---------------------------
Bruce E. Toll, Member
/s/ Bruce E. Toll
------------------------------
Bruce E. Toll