SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
AMENDMENT NO. 13
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
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 7, 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 Rule 13d-l(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
-------------------------- -------------------------------- --------------------
CUSIP No. 04543L109 13D Page 2 of 6 Pages
-------------------------- -------------------------------- --------------------
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
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NUMBER OF 7. SOLE VOTING POWER
SHARES 1,049,686 shares of common stock
BENEFICIALLY --------- ---------------------------------------------
OWNED BY 8. SHARED VOTING POWER
-0- Shares
REPORTING --------- ---------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 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%
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14. TYPE OF REPORTING PERSON
PN
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-------------------------- -------------------------------- --------------------
CUSIP No. 04543L109 13D Page 3 of 6 Pages
-------------------------- -------------------------------- --------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
BRU Holding Co., LLC ("BRU")
52-2059411
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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
OWNED BY common stock held by BET Associates
EACH L.P. ("BET") and 120,094 shares of
REPORTING common 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
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-------------------------- -------------------------------- --------------------
CUSIP No. 04543L109 13D Page 4 of 6 Pages
-------------------------- -------------------------------- --------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
BRUCE E. TOLL
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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 Pages
-------------------------- -------------------------------- --------------------
This Amendment No. 13 to Schedule 13D amends and supplements Items 4
and 7 of Amendment No. 12 to the Schedule 13D dated September 17, 2003. 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 April 29, 2004, the Issuer filed proxy materials with the Securities
and Exchange Commission that stated the annual meeting of stockholders would be
held on June 3, 2004. The proxy materials stated that the board of directors had
declined to accept a slate of candidates for election to the board at the annual
meeting that had been recommended by a nominating committee composed of a
majority of independent directors. The proxy materials state that following the
rejection of that slate of candidates, the independent directors resigned from
the nominating committee and the committee was reconstituted to include Steven
L. Vick, the President and Chief Executive Officer of the Issuer, Andre C.
Dimitriadis, the Chairman and Chief Executive Officer of LTC Properties, Inc.
("LTC"), which leases 37 properties to the Issuer at a cost to the Issuer of
approximately $9 million per year, and W. Andrew Adams, the Chairman of the
Board, Chief Executive Officer and President of National Health Investors, Inc.,
which beneficially owns approximately 13.3% of LTC.
Mr. Toll believes that the slate of nominees for election to the board
that has been selected by this non-independent committee and approved by the
Issuer's board over the dissent of a majority of its independent directors
should not be approved by the Issuer's stockholders. Accordingly, on May 7,
2004, Mr. Toll sent a notice to the Issuer, pursuant to Article III of the
Issuer's By-Laws, giving notice that Mr. Toll intends to nominate four
individuals for election to the board of directors at the June 3, 2004 annual
meeting. A copy of the notice sent by Mr. Toll to the Issuer is attached hereto
as Exhibit A and is incorporated herein by reference.
Mr. Toll presently intends to nominate each of the four individuals
identified in the notice, Messrs. Byron J. Haney, Brian S. Dunn, Michael P.
Markman and Steven J. Silver. Each of BET, BRU and Mr. Toll presently intends to
vote all of the shares of Common Stock that it beneficially owns for those four
individuals together with Messrs. Holliday, Tannenbaum and Vick, each of whom
currently serves as a director of the Issuer. Mr. Toll presently intends to
solicit proxies from no more than 10 persons in order to elect that slate of
nominees to the board of directors of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A. Notification of intent to nominate four individuals for
election to the board from Bruce E. Toll to Assisted Living Concepts, Inc.,
dated May 7, 2004.
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CUSIP No. 04543L109 13D Page 6 of 6 Pages
-------------------------- -------------------------------- --------------------
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: May 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
BRUCE E. TOLL
3103 PHILMONT AVENUE
HUNTINGDON VALLEY, PENNSYLVANIA 19006
May 7, 2004
Assisted Living Concepts, Inc.
1349 Empire Central Drive, Suite 900
Dallas, Texas 75247-4040
Attention: Edward A. Barnes, Secretary
Dear Mr. Barnes:
Notice is hereby given, pursuant to Article III, Section 1 of the
By-Laws of Assisted Living Concepts, Inc. (the "Company"), that Mr. Bruce E.
Toll ("Mr. Toll") intends to nominate four individuals for election to the Board
of Directors of the Company at the next annual meeting of stockholders of the
Company (the "Annual Meeting"). The information required by Article III,
Section 1 of the By-Laws is set forth below:
1. At the Annual Meeting, Mr. Toll intends to nominate the following
individuals for election to the Board of Directors of the Company:
Byron J. Haney, Brian S. Dunn, Michael P. Markman and Steven J.
Silver (the "Nominees"). The information regarding each of the
Nominees required by Article III, Section 1 of the By-Laws is set
forth on Exhibit A attached hereto. Each of the Nominees has
agreed to serve as a director of the Company if elected at the
Annual Meeting.
2. Mr. Toll hereby represents that he is the beneficial owner of
1,795,161 shares of the Common Stock, par value $0.01 per share
(the "Common Stock"), of the Company, of which 1,049,686 shares
are beneficially owned by BET Associates, L.P., 120,094 shares are
beneficially owned by BRU Holding Co., LLC and 625,381 shares are
beneficially owned by Mr. Toll. Mr. Toll intends to appear in
person or by proxy to bring the nominations before the Annual
Meeting.
3. The name and address of the stockholder giving this notice, as
they should appear on the books of the Company, are as follows:
Bruce E. Toll, 3103 Philmont Avenue, Huntingdon Valley,
Pennsylvania 19006. The record owner of the shares beneficially
owned by Mr. Toll is Cede & Co.
Please call Herbert Henryson, Esq. at (212) 883-4992 if you have any
question regarding the foregoing.
Very truly yours,
/s/ Bruce E. Toll
Bruce E. Toll
EXHIBIT A
NOMINEE INFORMATION
Brian S. Dunn
-------------
Mr. Brian S. Dunn is 32 years of age. Mr. Dunn has served as an equities trader
with BSD Trading, a privately held equities trading business, since 2000. From
1999 to 2000, Mr. Dunn served as Marketing Director of CollectingNation.com, an
online auction internet site. Mr. Dunn's residence and business address is 13
Flintlock Road, Norwalk, Connecticut 06850. Mr. Dunn is the beneficial owner of
73 shares of Common Stock of the Company.
Byron J. Haney
--------------
Mr. Byron J. Haney is 43 years of age. Mr. Haney joined Resurgence Asset
Management, L.L.C. in 1994 and currently serves as a Managing Director. Mr.
Haney was formerly Chief Financial Officer of a private retail store chain.
Previously he was with Touche Ross & Co., a predecessor of Deloitte & Touche
LLP. Mr. Haney is a Certified Public Accountant. Mr. Haney currently serves on
the Board of Directors of Levitz Home Furnishings, Inc., Sterling Chemicals,
Inc. and RDA Sterling Holdings Corp. He is Chairman of the Physicians Resource
Group Liquidation Oversight Committee, Chairman of the Official Creditors
Committee of Midcom Communications and Co-Chairman of the DAF N.V. Creditors
Committee. Mr. Haney's business address is c/o Resurgence Asset Management,
L.L.C., 10 New King Street, White Plains, NY 10604 and his residence address is
99 Marshall Ridge Road, New Canaan, CT 06840. Mr. Haney is the beneficial owner
of 4,045 shares of Common Stock of the Company.
Michael P. Markman
------------------
Mr. Michael P. Markman is 35 years of age. Mr. Markman has served as President
of BET Investments, Inc., a full service, commercial real estate management,
development and leasing company, since January 2003. He served as Executive Vice
President of BET Investments, Inc. from July 1998 to December 2002. Mr.
Markman's business address is c/o BET Investments, Inc., 2600 Philmont Avenue,
Suite 212, Huntingdon Valley, Pennsylvania 19006 and his residence address is
990 Indian Creek Road, Jenkintown, Pennsylvania 19046. Mr. Markman does not have
beneficial ownership of any shares of capital stock of the Company.
Steven J. Silver
----------------
Mr. Steven J. Silver is 47 years of age. Since 2000, Mr. Silver has been a
partner of Helios Consulting Group, a building consulting practice. From 1998 to
2000, Mr. Silver served as Executive Vice President, Business Development of
Wunderman, Cato Johnson, a direct marketing agency subsidiary of Young &
Rubicam, Inc. Mr. Silver's business address is 344 Main Street, Suite 104, Mt.
Kisco, New York 10514 and his residence address is 69 Cowbin Lane, Chappaqua,
New York 10514. Mr. Silver does not have beneficial ownership of any shares of
capital stock of the Company.