-----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, MTv8ZxLEZmVuLPwg9SSA7BOviFcx+HjA7tJ62RIvWWwJ8rct7dGZdTlr3NGSqU7F KnRiKkawdiOgjGOKmeMfeA== 0001036050-99-002364.txt : 19991115 0001036050-99-002364.hdr.sgml : 19991115 ACCESSION NUMBER: 0001036050-99-002364 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991112 GROUP MEMBERS: BET ASSOCIATES LP GROUP MEMBERS: BRUCE E. TOLL 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/A SEC ACT: SEC FILE NUMBER: 005-43405 FILM NUMBER: 99749758 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: BET ASSOCIATES LP CENTRAL INDEX KEY: 0001063711 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3101 PHILMONT AVENUE CITY: HUNTINGTON VALLEY STATE: PA ZIP: 19006 BUSINESS PHONE: 2159635060 MAIL ADDRESS: STREET 1: 3101 PHILMONT AVENUE CITY: HUNTINGDON STATE: PA ZIP: 19006 SC 13D/A 1 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 1) ASSISTED LIVING CONCEPTS, INC. ------------------------------ (Name of Issuer) COMMON STOCK _____________________________________________________________________ (Title of Class of Securities) 04543L109 ___________ (CUSIP Number) MICHAEL J. PEDRICK, ESQUIRE MORGAN, LEWIS & BOCKIUS LLP 1701 MARKET STREET PHILADELPHIA, PENNSYLVANIA 19103 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 14, 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 schedule because of Rule 13d-1(e),13d-1(f) or 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 13d-7(b) for other parties to whom copies are to be sent. SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 04543L109 PAGE 2 OF 8 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BET ASSOCIATES, L.P. 23-2957243 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 AF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 DELAWARE - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 575,098.65 SHARES OF ISSUER COMMON STOCK (REPRESENTS SHARES ISSUABLE TO BET ASSOCIATES, L.P. UPON THE CONVERSION OF THE ISSUER 6% CONVERTIBLE BONDS DUE NOVEMBER 1, 2002 AND THE ISSUER'S 5.625%. CONVERTIBLE BONDS DUE MAY 1, 2003). SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 -0- SHARES OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 208,785.90 SHARES OF ISSUER COMMON STOCK (REPRESENTS SHARES ISSUABLE TO BET ASSOCIATES, L.P. UPON THE CONVERSION OF THE ISSUER 6% CONVERTIBLE BONDS DUE NOVEMBER 1, 2002 AND THE ISSUER'S 5.625% CONVERTIBLE BONDS DUE MAY 1, 2003). PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 -0- SHARES - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 575,098.65 SHARES OF ISSUER COMMON STOCK (REPRESENTS SHARES ISSUABLE TO BET ASSOCIATES, L.P. UPON THE CONVERSION OF THE ISSUER 6% CONVERTIBLE BONDS DUE NOVEMBER 1, 2002 AND THE ISSUER'S 5.625% CONVERTIBLE BONDS DUE MAY 1, 2003). - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 3.2 - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 04543L109 PAGE 3 OF 8 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BRUCE E. TOLL - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 PF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 UNITED STATES OF AMERICA - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF MR. TOLL HOLDS 2,070,000 SHARES OF ISSUER COMMON STOCK. BET ASSOCIATES, L.P. HAS THE RIGHT TO RECEIVE 575,098.65 SHARES OF ISSUER COMMON STOCK UPON THE CONVERSION OF THE ISSUER'S 6% CONVERTIBLE BONDS DUE NOVEMBER 1, 2002 AND THE ISSUER'S 5.625% CONVERTIBLE BONDS DUE MAY 2003. SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY -0- SHARES ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING MR. TOLL HOLDS 2,070,000 SHARES OF ISSUER COMMON STOCK. BET ASSOCIATES, L.P. HAS THE RIGHT TO RECEIVE 575,098.65 SHARES OF ISSUER COMMON STOCK UPON THE CONVERSION OF THE ISSUER'S 6% CONVERTIBLE BONDS DUE NOVEMBER 1, 2002 AND THE ISSUER'S 5.625% CONVERTIBLE BONDS DUE MAY 2003. PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 MR. TOLL HOLDS 2,070,000 SHARES OF ISSUER COMMON STOCK. BET ASSOCIATES, L.P. HAS THE RIGHT TO RECEIVE 575,098.65 SHARES OF ISSUER COMMON STOCK UPON THE CONVERSION OF THE ISSUER'S 6% CONVERTIBLE BONDS DUE NOVEMBER 1, 2002 AND THE ISSUER'S 5.625% CONVERTIBLE BONDS DUE MAY 1, 2003. - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 MR. TOLL HOLDS 2,070,000 SHARES OF ISSUER COMMON STOCK. BET ASSOCIATES, L.P. HAS THE RIGHT TO RECEIVE 575,098.65 SHARES OF ISSUER COMMON STOCK UPON THE CONVERSION OF THE ISSUER'S 6% CONVERTIBLE BONDS DUE NOVEMBER 1, 2002 AND THE ISSUER'S 5.625% CONVERTIBLE BONDS DUE MAY 1, 2003. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 04543L109 PAGE 4 OF 8 PAGES - ----------------------- --------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 14.9% (MR. TOLL HOLDS 2,070,000 SHARES OF ISSUER COMMON STOCK. BET ASSOCIATES, L.P. HAS THE RIGHT TO RECEIVE 575,098.65 SHARES OF ISSUER COMMON STOCK UPON THE CONVERSION OF THE ISSUER'S 6% CONVERTIBLE BONDS DUE NOVEMBER 1, 2002 AND THE ISSUER'S 5.625% CONVERTIBLE BONDS DUE MAY 1, 2003). - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. *SEE INSTRUCTIONS BEFORE FILLING OUT! 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 it; and (ii) Bruce E. Toll with respect to shares beneficially owned by Mr. Toll and BET. Mr. Toll is the sole member of BRU LLC, a Delaware limited liability company ("BRU"), which is the sole general partner of BET. Mr. Toll and BET are sometimes referred to herein as the "Filing Persons." Any disclosure herein with respect to persons other than the Filing Persons are made on information and belief after making inquiry to the appropriate party. (b) The business address of the Filing Persons is: 3103 Philmont Avenue, Huntingdon Valley, Pennsylvania 19006. (c) The principal business of BET 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 6% Convertible bonds due November 1, 2002. On October 20, 1999, BET purchased a face amount of $530,000 6% Convertible Bonds in the open market for an aggregate price of $327,246.95; on October 26, 1999, BET purchased a face amount of $525,000 6% Convertible Bonds on the open market for an aggregate price of $325,328.75 and on October 27, 1999, BET purchased a face amount of $6,350,000 6% Convertible Bonds for an aggregate price of $3,703,831.75 in the open market. Purchase of 5.625% due May 1, 2003. On October 26, 1999, BET purchased a face amount of $1,000,000 5.625% Convertible Bonds in the open market for an aggregate price of $602,816.25. The 6% and 5.625% Convertible Bonds are collectively referred to as "Issuer Convertible Bonds." Previous Purchases. Previous purchases by BET and Mr. Toll are set forth on the Schedule 13D filed on October 27, 1999. ITEM 4. PURPOSE OF TRANSACTION. BET and Mr. Toll have acquired the Issuer Convertible Bonds and the shares of the Issuer's Common Stock for investment purposes and intend to evaluate the performance of such securities as an investment in the ordinary course of business. Neither BET nor Mr. Toll has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) BET Beneficial Ownership. BET beneficially owns 575,098.65 shares of Issuer Common Stock, which represents shares issuable upon the conversion of the Issuer Convertible Bonds, which if converted would constitute 3.2% of the Issuer Common Stock outstanding (based upon 17,120,745 shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 filed on September 29, 1999). Bruce Toll Beneficial Ownership. Mr. Toll beneficially owns 2,645,098.6 shares of Issuer Common Stock (including the 575,098.65 shares of Issuer Common Stock issuable to BET Associates, L.P. upon the conversion of the Issuer Convertible Bonds), which constitutes 14.9% of the Common Stock outstanding (based upon 17,120,745 shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 filed on September 29, 1999.) Such securities were acquired pursuant to the transactions described in Item 3 and the Schedule 13D filed on October 27, 1999. (b) BET has sole voting power and power to dispose of the 575,098.65 shares of the Issuer's Common Stock. Mr. Toll has sole voting power and power to dispose of the 2,645,098.6 shares of the Issuer's Common Stock issuable upon the conversion of the Issuer Convertible Bonds he beneficially owns. (c) Transactions Since Most Recent Filing on Schedule 13D. Acquisition of Issuer Convertible Bonds. See Item 3 for a description of --------------------------------------- the acquisition of Issuer Convertible Bonds by BET Associates L.P. since the most recent Schedule 13D filed on October 27, 1999. Disposition of Issuer Common Stock. On November 4, 1999, Bruce E. Toll ---------------------------------- disposed of 350,000 shares of common stock at $1.25 per share to Robert I. Toll. (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. 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: November 8, 1999 BET ASSOCIATES, L.P. By: BRU LLC Its General Partner By: /s/ Bruce E. Toll ---------------------------------- Bruce E. Toll Member /s/ Bruce E. Toll ----------------------------------- Bruce E. 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