-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DwHpCSbdu/Z/sz0sxccFAzpXmDLkD8gbMSKF1WTVK0idLOO7n49Bx9jBvxwPAuDz tSt5kv7nYjGdbkiM1zzKfw== 0000950142-99-000856.txt : 19991201 0000950142-99-000856.hdr.sgml : 19991201 ACCESSION NUMBER: 0000950142-99-000856 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991130 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASSISTED LIVING CONCEPTS INC CENTRAL INDEX KEY: 0000929994 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 931148702 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-43405 FILM NUMBER: 99766867 BUSINESS ADDRESS: STREET 1: 11835 NE GLENN WIDING DRIVE STREET 2: BLDG E CITY: PORTLAND STATE: OR ZIP: 97220-9057 BUSINESS PHONE: 5032526233 MAIL ADDRESS: STREET 1: 11835 NE GLENN WIDING DRIVE STREET 2: BLDG E CITY: PORTLAND STATE: OR ZIP: 97220-9057 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADAMS JOHN W CENTRAL INDEX KEY: 0001006658 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O SMITH MANAGEMENT CO STREET 2: 885 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128885500 MAIL ADDRESS: STREET 1: C/O SMITH MANAGEMENT CO STREET 2: 885 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D 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, par value $.01 per share (Title of Class of Securities) 04543L109 (CUSIP Number) ----------------------- David A. Persing, Esq. 885 Third Avenue 34th Floor New York New York 10022 Tel. No.: (212) 888-5500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------- November 30, 1999 (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 the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box [ ]. SCHEDULE 13D CUSIP No. 04543L109 Page 2 of 11 --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tempe Wick Investments L.P. 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 NUMBER OF 1,100,000 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON -- WITH 9 SOLE DISPOSITIVE POWER 1,100,000 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,100,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% 14 TYPE OF REPORTING PERSON PN Page 2 of 11 SCHEDULE 13D CUSIP No. 04543L109 Page 3 of 11 --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JWA Investments Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 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 NUMBER OF 1,200,000 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON -- WITH 9 SOLE DISPOSITIVE POWER 1,200,000 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,200,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0% 14 TYPE OF REPORTING PERSON CO Page 3 of 11 SCHEDULE 13D CUSIP No. 04543L109 Page 4 of 11 --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John W. Adams 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 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 7 SOLE VOTING POWER NUMBER OF 1,200,000 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON -- WITH 9 SOLE DISPOSITIVE POWER 1,200,000 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,200,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0% 14 TYPE OF REPORTING PERSON IN Page 4 of 11 Item 1. Security and Issuer. This Schedule relates to shares of Common Stock, par value $.01 per share (the "Common Stock"), of Assisted Living Concepts, Inc., a Nevada corporation (the "Company"). The principal executive offices of the Company are located at 11835 NE Glen Widing Drive, Building E, Portland Oregon 97220. Item 2. Identity and Background. The names and addresses of the persons filing this Schedule are as follows: 1. Tempe Wick Investments L.P. (the "Partnership"), a Delaware limited partnership, whose principal business and office address is c/o Smith Management LLC, 885 Third Avenue, 34th Floor, New York, New York 10022, and which was formed for the purpose of acquiring, owning and disposing of stock of various companies; 2. JWA Investments Corp. ("General Partner"), a Delaware corporation, whose principal business and office address is c/o John W. Adams, 885 Third Avenue, 34th Floor, New York, New York 10022, and which was formed for the purpose of being the general partner of various partnerships and is the general partner of (i) the Partnership and (ii) Jockey Hollow Investments L.P., a Delaware limited partnership, whose principal business and office address is c/o Smith Management LLC, 885 Third Avenue, 34th Floor, New York, New York 10022, and which was formed for the purpose of acquiring, owning, and disposing of stock of various companies ("Jockey Hollow"). John W. Adams is the sole director of General Partner. John W. Adams is the President and David A. Persing is the Secretary of General Partner. John W. Adams is the sole shareholder of General Partner and ultimately in control of this corporation; and 3. John W. Adams, a United States citizen, whose business address is 885 Third Avenue, 34th Floor, New York, New York 10022. John W. Adams is President of Smith Management LLC ("Smith Management"), a New York based private investment firm whose address is 885 Third Avenue, New York, New York 10022. The Partnership, General Partner and John W. Adams are collectively referred to as the "Reporting Parties." The following person is not a beneficial owner under this Schedule but is identified as an officer or director of the entities mentioned above: David A. Persing, a United States citizen, whose business address is 885 Third Avenue, 34th Floor, New York, New York 10022. David A. Persing is Senior Vice President of Smith Management and Secretary of General Partner. Page 5 of 11 None of the Reporting Parties or the individual mentioned above have, during the last five years, been (i) convicted in a criminal proceeding or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was 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. Item 3. Source and Amount of Funds or Other Consideration The Reporting Parties utilized no funds in the acquisition of the securities of the issuer triggering the filing of this Schedule 13D. The securities were acquired by the Partnership and by Jockey Hollow as capital contributions from limited partners of the Partnership and Jockey Hollow in exchange for interests in the Partnership and Jockey Hollow. Item 4. Purpose of Transaction The Reporting Parties and Jockey Hollow acquired the Common Stock for general investment purposes. The Reporting Parties and Jockey Hollow intend to review their equity interest in the issuer on a continuing basis. Depending on the Reporting Parties' evaluation of the Company's business and prospects, and upon future developments (including, but not limited to, market prices of the Common Stock, availability and alternative uses of funds, as well as conditions in the securities markets and general economic and industry conditions), the Reporting Parties reserve the right to acquire additional shares of Common Stock, to dispose of shares of Common Stock or to formulate other purposes, plans or proposals regarding the Company to the extent deemed advisable by the Reporting Parties. The Reporting Parties currently have no intention, plan or proposal, though each Reporting Party reserves the right to subsequently devise or implement such plan or proposal, with respect to: 1. The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; 2. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; 3. A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; 4. Any change in the present Board of Directors or management of the issuer, including any plan or proposals to change the number or term of directors or to fill any existing vacancy on the Board. 5. Any material change in the present capitalization or dividend policy of the issuer; 6. Any other material change in the issuer's business or corporate structure; Page 6 of 11 7. Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; 8. Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; 9. A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or 10. Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. To the best of the Reporting Parties' knowledge based on the information contained in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, the aggregate number of shares of Common Stock of the Company outstanding as of October 29, 1999 is 17,120,745 shares. The Partnership (a) The Partnership beneficially owns an aggregate of 1,100,000 shares of Common Stock, which represents 6.4% of the issued and outstanding shares of the Common Stock. (b) The Partnership, acting through its general partner, has sole power to vote or to direct the vote of 1,100,000 shares of Common Stock and the sole power to dispose or to direct the disposition of 1,100,000 shares of Common Stock. (c) The shares of Common Stock were acquired by the Partnership as capital contributions from its limited partner in exchange for a partnership interest on November 30, 1999. 1/ - -------- 1/ Prior to the transfer of the Common Stock to the Partnership a limited partner of the Partnership beneficially owned an aggregate of 1,100,000 shares of Common Stock, which represented 6.4% of the issued and outstanding shares of the Common Stock. The shares of Common Stock purchased by the Partnership's limited partner during the past 60 days are as follows: Purchase Price Date Number of Shares Per Share ($) ---- ---------------- ------------- 10/28/99 250,000 1.25 11/4/99 100,000 1.30 11/4/99 150,000 1.31 (...continued) Page 7 of 11 General Partner (a) General Partner beneficially owns an aggregate of 1,200,000 shares of Common Stock, which represents 7.0% of the issued and outstanding shares of the Common Stock. Such shares are owned by the Partnership and by Jockey Hollow of which General Partner is the general partner. The Partnership beneficially owns an aggregate of 1,100,000 shares of Common Stock, which represents 6.4% of the issued and outstanding shares of Common Stock. Jockey Hollow beneficially owns an aggregate of 100,000 shares of Common Stock, which represents 0.6% of the issued and outstanding shares of Common Stock. 2/ (b) General Partner, as general partner of the Partnership and Jockey Hollow, has sole power to vote or to direct the vote of 1,200,000 shares of Common Stock and the sole power to dispose or to direct the disposition of 1,200,000 shares of Common Stock. John W. Adams (a) John W. Adams beneficially owns an aggregate of 1,200,000 shares of Common Stock, which represents 7.0% of the issued and outstanding shares of the Common Stock. Such shares are owned by the Partnership and by Jockey Hollow. - -------- 1/ (...continued) 11/8/99 100,000 1.51 11/10/99 84,200 1.52 11/10/99 15,800 1.77 11/12/99 100,000 1.80 11/18/99 100,000 1.78 11/24/99 100,000 1.62 11/26/99 45,700 1.81 11/29/99 54,300 1.81 All of such purchases were open market purchases.43 2/ Jockey Hollow acquired the 100,000 shares of common stock as a capital contribution from its limited partner in exchange for a partnership interest on November 30, 1999. The shares of Common Stock purchased by Jockey Hollow's limited partner during the past sixty days are as follows: Purchase Price Date Number of Shares Per Share ($) ---- ---------------- ------------- 11/16/99 74,300 1.68 11/17/99 25,700 1.72 All of such purchases were open market purchases. Page 8 of 11 (b) John W. Adams, as sole shareholder of General Partner, has sole power to vote or to direct the vote of 1,200,000 shares of Common Stock and sole power to dispose or to direct the disposition of 1,200,000 shares of Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any security of the Company. Item 7. Material to be Filed as Exhibits Exhibit 1. Joint Filing Agreement of the Reporting Parties, dated November 30, 1999 Page 9 of 11 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. November 30, 1999 TEMPE WICK INVESTMENTS, L.P. By: JWA Investments Corp., its general partner By: /s/ John W. Adams ----------------- John W. Adams President JWA INVESTMENTS CORP. By: /s/ John W. Adams ----------------- John W. Adams President /s/ John W. Adams ----------------- John W. Adams Page 10 of 11 EX-1 2 EXHIBIT 1 Exhibit 1 Joint Filing Statement We, the signatories of the statement on Schedule 13D to which this Agreement is attached, do hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us. Dated: November 30, 1999 TEMPE WICK INVESTMENTS, L.P. By: JWA Investments Corp., its general partner By: /s/ John W. Adams ----------------- John W. Adams President JWA INVESTMENTS CORP. By: /s/ John W. Adams ----------------- John W. Adams President /s/ John W. Adams ----------------- John W. Adams Page 11 of 11 -----END PRIVACY-ENHANCED MESSAGE-----