Washington, D.C. 20549

                                 Amendment No. 2
                                   SCHEDULE TO

         Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934


                         ASSISTED LIVING CONCEPTS, INC.
                            (Name of Subject Company)

                             MP ACQUISITION CO., LLC
                            MACKENZIE PATTERSON, INC.

                          COMMON STOCK, PAR VALUE $.01
                         (Title of Class of Securities)

                      (CUSIP Number of Class of Securities)
                     (Name, Address and Telephone Number of
                    Person Authorized to Receive Notices and
                       Communications on Behalf of Bidder)

                            Calculation of Filing Fee

       Transaction                                     Amount of
       Valuation*                                      Filing Fee

        $650,000                                       $59.80

*        For purposes of calculating the filing fee only. Assumes the purchase
         of 200,000 Shares at a purchase price equal to $3.25 per Share in cash.

[ X ]    Check box if any part of the fee is offset as provided by Rule
         0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
         number, or the Form or Schedule and the date of its filing.

         Amount Previously Paid:  $59.80
         Form or Registration Number: Schedule TO
         Filing Party: Above Bidder
         Date Filed: May 22, 2002

[ ]      Check the box if the filing relates solely to preliminary
         communications made before the commencement of a tender offer.

 Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X]      third party tender offer subject to Rule 14d-1.
[ ]      issuer tender offer subject to Rule 13e-4.
[ ]      going private transaction subject to Rule 13e-3
[ ]      amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]

                                  TENDER OFFER

         The Tender Offer Statement on Schedule TO relating to the offer by MP
ACQUISITION CO., LLC (the "Purchaser") to purchase up to 200,000 shares of the
Common Stock, Par Value $.01 (the "Shares") of ASSISTED LIVING CONCEPTS, INC., a
Nevada corporation (the "Issuer") is hereby amended as set forth herein. Except
as otherwise expressly amended hereby, the terms, conditions and disclosure set
forth in the Schedule remain unchanged.

         The Expiration Date has been extended to July 26, 2002, as of which
date the Offer will terminate unless it is further extended. No Shares have been
tendered to Purchaser to date.

         The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Statement.

Item 12.          Exhibits.

         (a)(6)   Letter to Shareholders dated June 18, 2002

         (a)(7)   Press Release

         (b)-(h)  Not applicable.


         After due 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:   June 18, 2002


By MacKenzie Patterson, Inc., Manager

         By:      /s/ Christine Simpson
                  Christine Simpson, Vice President


By:      /s/ Christine Simpson
         Christine Simpson, Vice President


                                  EXHIBIT INDEX

Exhibit           Description                                             Page

(a)(6)   Letter to Shareholders dated June 18, 2002

(a)(7)   Press Release