-----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, BdwLfqSX1v5EFmMj4NF10b5oktEbnpg+bELATL8KRw7whRhjdjBT27MI4nlU6q6h lqV83phND+0pYpYppJlWAg== 0000950144-99-000856.txt : 19990204 0000950144-99-000856.hdr.sgml : 19990204 ACCESSION NUMBER: 0000950144-99-000856 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990203 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: 99520407 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: AMERICAN RETIREMENT CORP CENTRAL INDEX KEY: 0000787784 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 621674303 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 111 WESTWOOD PLACE STREET 2: SUITE 402 CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6152212250 SC 13D/A 1 ASSISTED LIVING CONCEPTS INC 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Assisted Living Concepts, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 04543L 10 9 -------------------------------------------- (CUSIP Number) American Retirement Corporation 111 Westwood Place, Suite 402 Brentwood, TN 37027 Attn: W. E. Sheriff (615) 221-2250 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 31, 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(b)(3) or (4), check the following box. [ ] *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). 2 - -------------------------------- CUSIP No. 04543L 10 9 13D - -------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON American Retirement Corporation IRS Employer Identification No.: 62-1674303 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 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 Tennessee - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 --------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 --------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 --------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 2 3 ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the common stock, par value $.01 per share (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, Building E, Portland, OR 97220. ITEM 2. IDENTITY AND BACKGROUND. This schedule 13D is filed on behalf of American Retirement Corporation, a Tennessee corporation (the "Filing Person"), with its principal office and business located at 111 Westwood Place, Suite 402, Brentwood, TN 37027. The principal business of the Filing Person is providing senior living and health care services. Information concerning the executive officers and directors of the Filing Person and the persons controlling the Filing Person, if any, is set forth in Schedule A to this Schedule 13D and is incorporated herein by reference. Unless otherwise set forth in Schedule A, each of the executive officers and directors of the Filing Person is a citizen of the United States. Neither the Filing Person nor, to the best of its knowledge, any person named in Schedule A to this statement, during the last five years (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On November 18, 1998, the Filing Person, Pioneer Merger Corporation, a Tennessee corporation and a wholly-owned subsidiary of the Filing Person ("Pioneer"), and the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, Pioneer would have merged (the "Merger") with and into the Issuer, with the Issuer being the surviving corporation. Concurrently with the execution of the Merger Agreement, the Filing Person and the Issuer entered into a Cross Option Agreement (the "Cross Option Agreement"), granting each other the right to purchase 14.9% of the then issued and outstanding shares of common stock of the other entity, exercisable upon the occurrence of certain events. On January 31, 1999, the Filing Person, Pioneer, and the Issuer entered into a Termination and Release Agreement (the "Termination Agreement") whereby they terminated the Merger Agreement and the Cross Option Agreement. ITEM 4. PURPOSE OF TRANSACTION. (a)-(j) See Item 3. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. (a) and (b) See Item 3. Concurrently with the execution of the Merger Agreement and the Cross Option Agreement, the Filing Person and certain shareholders of the Issuer entered into Shareholder Voting Agreements (the "Voting Agreements") pursuant to which such shareholders appointed the Filing Person as his 3 4 or her proxy to vote the shares of Common Stock owned by them for approval of the Merger. Each of the Voting Agreements provided that such Voting Agreement would terminate automatically in the event of a termination of the Merger Agreement. On January 31, 1999, the Filing Person, Pioneer, and the Issuer entered into the Termination Agreement, which terminated the Voting Agreements. (c)-(e) N/A ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See Items 3 and 5. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 3 Termination and Release Agreement, dated January 31, 1999, among American Retirement Corporation, Pioneer Merger Corporation, and Assisted Living Concepts, Inc. (Incorporated by Reference to Exhibit 2.1 of the Current Report on Form 8-K filed by American Retirement Corporation on February 1, 1999, File No. 01-13031). 4 5 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. /s/ George T. Hicks ------------------------------------- George T. Hicks Executive Vice President -- Finance; Chief Financial Officer Date: February 3, 1999 5 6 SCHEDULE A AMERICAN RETIREMENT CORPORATION. Listed below are the directors and executive officers of American Retirement Corporation. The business address of American Retirement Corporation, 111 Westwood Place, Suite 402, Brentwood, TN 37027.
Principal Occupation and Name Business and Address of Name Title Employer - ------------------------------------------------------------------------------------------------ W. E. Sheriff* Chairman and Chief Executive American Retirement Officer and Director Corporation 111 Westwood Place, Suite 402 Brentwood, TN 37027 Christopher J. Coates* President, Chief Operating American Retirement Officer, and Director Corporation 111 Westwood Place, Suite 402 Brentwood, TN 37027 H. Todd Kaestner* Executive Vice President - American Retirement Corporate Development Corporation 111 Westwood Place, Suite 402 Brentwood, TN 37027 George T. Hicks* Executive Vice President - American Retirement Finance, Chief Financial Corporation Officer, Treasurer and 111 Westwood Place, Suite 402 Secretary Brentwood, TN 37027 James T. Money* Executive Vice President - American Retirement Development Services Corporation 111 Westwood Place, Suite 402 Brentwood, TN 37027 Frank L. Herold* Executive Vice President American Retirement Corporation 1401 Manatee Avenue West Suite 800 Bradenton, Florida 34205 Tom G. Downs* Senior Vice President - American Retirement Operations Corporation 111 Westwood Place, Suite 402 Brentwood, TN 37027 Lee A. McKnight* Senior Vice President - American Retirement Marketing Corporation 111 Westwood Place, Suite 402 Brentwood, TN 37027
6 7 H. Lee Barfield Director Bass, Berry & Sims PLC, Member (law firm) 2700 First American Center Nashville, TN 37238 Jack O. Bovender, Jr. Director Columbia/HCA Healthcare Corporation, President and Chief Operating Officer, One Park Plaza, Nashville, TN 37203 Frank M. Bumstead Director Flood, Bumstead, McCready & McCarthy, Inc., President (business management) 1700 Hayes Street, Suite 304, Nashville, TN 37212 Robin G. Costa Director Maddox Companies, Chief Operating Officer (oil and gas exploration and real estate development and investment), 3833 Cleghorn, Suite 400, Nashville, TN 37215 Clarence Edmonds Director Massey Companies, Vice President (investment services), 5123 Virginia Way, Suite B-22, Brentwood, TN 37027 John A. Morris, Jr., M. D. Director Vanderbilt University School of Medicine, Professor of Surgery and Director of Division of Trauma and Critical Care, 243 Medical Center South, 2100 Pierce Avenue, Nashville, TN 37212 Daniel K. O'Connell Director Retired, 5133 NW 93rd Doral Way, Miami, FL 33178 Nadine C. Smith Director Enidan Capital Partners, L.P., President and Chief Executive Officer (investment company), 440 Sand Ranch, Rt. 1, Box 180A, Aubrey, TX 76227
7 8 Robert G. Roskamp Director Freedom Brandywine, LLC, Manager (ownership and development of senior living communities), 1401 Manatee Avenue West, Suite 800, Bradenton, FL 34205 Lawrence J. Stuesser Director Computer People, Inc., President and Chief Executive Officer (information technology professional services and staffing), 125 Jeffrey Avenue, Holliston, MA 01746
To the knowledge of the Filing Person, none of the directors and/or executive officers listed above own shares of Common Stock of the Issuer. Those names marked with an asterisk are employed solely by the Filing Person. 8 -----END PRIVACY-ENHANCED MESSAGE-----