-----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, MCdgD1GmY+t0qILrOooSnjQPAe3XSceuhlhkPvOvzO5nMFrrvm9JxQPt/ksBGwLx 8h+j8RB3R2IcT+dVeDK0hA== 0001047469-99-015489.txt : 19990421 0001047469-99-015489.hdr.sgml : 19990421 ACCESSION NUMBER: 0001047469-99-015489 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990420 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 13G SEC ACT: SEC FILE NUMBER: 005-43405 FILM NUMBER: 99597164 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: LTC PROPERTIES INC CENTRAL INDEX KEY: 0000887905 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 710720518 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 ESPLANADE DR STE 1860 CITY: OXNARD STATE: CA ZIP: 93030 BUSINESS PHONE: 8059818655 MAIL ADDRESS: STREET 1: 300 ESPLANADE DR SUITE 1860 STREET 2: 300 ESPLANADE DR SUITE 1860 CITY: OXNARD STATE: CA ZIP: 93030 SC 13G 1 SC 13G OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response...14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G 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) ------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /X/ Rule 13d-1(c) / / Rule 13d-1(d) Page 1 of 9 CUSIP No. 04543L-10-9 1. Names of Reporting Persons. LTC PROPERTIES, INC. 2. Check the appropriate Box if a Member of a Group (See Instructions) (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization MARYLAND Number of 5. Sole Voting Power: 853,389 shares. Shares Bene- 6. Shared Voting Power: -0- shares . ficially by 7. Sole Dispositive Power: 853,389 shares. Owned by Each 8. Shared Dispositive Power: -0- shares . Reporting Person With: 9. Aggregate Amount Beneficially Owned by Each Reporting Person 853,389 shares (See Item 4) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): N/A 11. Percent of Class Represented by Amount in Row (9) 4.7% 12. Type of Reporting Person (See Instructions) CO Page 2 of 9 CUSIP No. 04543L-10-9 1. Names of Reporting Persons. LTC HEALTHCARE, INC. 2. Check the appropriate Box if a Member of a Group (See Instructions) (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization NEVADA Number of 5. Sole Voting Power: 145,421 shares. Shares Bene- 6. Shared Voting Power: -0- shares . ficially by 7. Sole Dispositive Power: 145,421 shares. Owned by Each 8. Shared Dispositive Power: -0- shares . Reporting Person With: 9. Aggregate Amount Beneficially Owned by Each Reporting Person 145,421 shares (See Item 4) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): N/A 11. Percent of Class Represented by Amount in Row (9) 0.8% 12. Type of Reporting Person (See Instructions) CO Page 3 of 9 CUSIP No. 04543L-10-9 1. Names of Reporting Persons. ANDRE C. DIMITRIADIS 2. Check the appropriate Box if a Member of a Group (See Instructions) (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization UNITED STATES Number of 5. Sole Voting Power: 49,921 shares. Shares Bene- 6. Shared Voting Power: -0- shares . ficially by 7. Sole Dispositive Power: 49,921 shares. Owned by Each 8. Shared Dispositive Power: -0- shares . Reporting Person With: 9. Aggregate Amount Beneficially Owned by Each Reporting Person 49,921 shares (See Item 4) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): N/A 11. Percent of Class Represented by Amount in Row (9) 0.3% 12. Type of Reporting Person (See Instructions) IN Page 4 of 9 CUSIP No. 04543L-10-9 1. Names of Reporting Persons. JAMES J. PIECZYNSKI 2. Check the appropriate Box if a Member of a Group (See Instructions) (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization UNITED STATES Number of 5. Sole Voting Power: 11,514 shares. Shares Bene- 6. Shared Voting Power: -0- shares . ficially by 7. Sole Dispositive Power: 11,514 shares. Owned by Each 8. Shared Dispositive Power: -0- shares . Reporting Person With: 9. Aggregate Amount Beneficially Owned by Each Reporting Person 11,514 shares (See Item 4) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): N/A 11. Percent of Class Represented by Amount in Row (9) 0.1% 12. Type of Reporting Person (See Instructions) IN Page 5 of 9 ITEM 1. a) Assisted Living Concepts, Inc. b) 11835 N.E. Glenn Widing Drive, Bldg. E Portland, Oregon 97220-9057 ITEM 2. (a) LTC Properties, Inc. LTC Healthcare, Inc. Andre C. Dimitriadis James J. Pieczynski (b) 300 Esplanade Drive, Suite 1860 Oxnard, California 93030 (c) LTC Properties, Inc., is a Maryland corporation. LTC Healthcare, Inc., is a Nevada corporation. Messrs. Dimitriadis and Pieczynski are citizens of the United States. (d) Common Stock (e) 04543L-10-9 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO Sections 240.13d-1(b) or 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: Not applicable ITEM 4. OWNERSHIP The information in items 1 and 5-11 on the cover pages (pages 2-5) of this statement on Schedule 13G is hereby incorporated by reference. Of the 853,389 shares beneficially owned by LTC Properties, Inc. and reported on this statement, 693,177 shares represent shares that may be acquired on the conversion of $15,645,000 face principal amount of the issuer's 6% Convertible Subordinated Debentures due November 2002 and the remaining 160,212 shares represent shares that may be acquired on the conversion of $4,195,000 face principal amount of the issuer's 5-5/8% Convertible Subordinated Debentures due May 2003. Of the 145,421 shares beneficially owned by LTC Healthcare, Inc. and reported on this statement, 114,574 shares represent shares that may be acquired on the conversion of $3,000,000 face principal amount of the issuer's 5-5/8% Convertible Subordinated Debentures due May 2003. Of the 49,921 shares beneficially owned by Andre C. Dimitriadis and reported on this statement, 6,645 shares represent shares that may be acquired on the conversion of $150,000 face principal amount of the issuer's 6% Convertible Subordinated Debentures due November 2002 and 15,276 shares represent shares that may be acquired on the conversion of $400,000 face principal amount of the issuer's 5-5/8% Convertible Subordinated Debentures due May 2003. Of the 11,514 shares beneficially owned by James J. Pieczynski and reported on this statement, 3,819 shares represent shares that may be acquired on the conversion of $100,000 face principal amount of the issuer's 5-5/8% Convertible Subordinated Debentures due May 2003. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not applicable. Page 6 of 9 ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. ITEM 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 7 of 9 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. April 16, 1999 -------------- Date LTC HEALTHCARE INC., a Nevada corporation /s/ James J. Pieczynski ----------------------- James J. Pieczynski, President and Chief Financial Officer LTC PROPERTIES, INC., a Maryland corporation /s/ James J. Pieczynski ----------------------- James J. Pieczynski, President and Chief Financial Officer /s/ Andre C. Dimitriadis ------------------------ ANDRE C. DIMITRIADIS /s/ James J. Pieczynski ----------------------- JAMES J. PIECZYNSKI Page 8 of 9 EX-1 2 EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D, and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of Assisted Living Concepts, Inc. is being filed on behalf of each of the undersigned. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Date: April 16, 1999 LTC HEALTHCARE INC., a Nevada corporation /s/ James J. Pieczynski ----------------------- James J. Pieczynski, President and Chief Financial Officer LTC PROPERTIES, INC., a Maryland corporation /s/ James J. Pieczynski ----------------------- James J. Pieczynski, President and Chief Financial Officer /s/ Andre C. Dimitriadis ------------------------ ANDRE C. DIMITRIADIS /s/ James J. Pieczynski ----------------------- JAMES J. PIECZYNSKI Page 9 of 9 -----END PRIVACY-ENHANCED MESSAGE-----