SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Alternative Living Services, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
02145k-10-7
(Cusip Number)
David C. Haley
HBK Investments L.P.
777 Main Street, Suite 2750
Fort Worth, Texas 76102
(817) 870-6100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 13, 1998
(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).
<PAGE>
1. Name of Reporting Person:
HBK Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3)
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
7. Sole Voting Power: 75,300 (1)(2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 75,300 (1)(2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
763,854 (1)(3)(4)(5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.0% (5)
14. Type of Reporting Person: PN
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(1) The shares were purchased by HBK Offshore Fund Ltd. HBK Investments
L.P. has sole voting and dispositive power over these shares pursuant
to an Investment Management Agreement with HBK Offshore Fund Ltd.
Accordingly, HBK Offshore Fund Ltd. has no beneficial ownership of
such shares.
(2) Power is exercised by its general partner, HBK Partners II L.P.,
whose general partner is HBK Management L.L.C.
(3) Includes 58,766 shares obtainable upon conversion of the Issuer's 7%
Convertible Subordinated Debentures due 2004 (the "Debentures") as
follows: (i) 25,926 shares obtainable upon conversion by HBK Finance
L.P. of $525,000 principal amount of the Debentures held by HBK
Finance L.P. and (ii) 32,840 shares obtainable upon conversion by HBK
Offshore Fund Ltd. of $665,000 principal amount of the Debentures
held by HBK Offshore Fund Ltd. Pursuant to an Investment Management
Agreement, upon conversion by HBK Offshore Fund Ltd. of the
Debentures held by such entity, the Reporting Person will have sole
voting and dispositive power over the shares obtainable thereby and
HBK Offshore Fund Ltd. will have no beneficial ownership of such
shares. Pursuant to an Amended and Restated Management Agreement,
upon conversion by HBK Finance L.P. of the Debentures held by such
entity, the Reporting Person will have shared voting and dispositive
power over the shares obtainable thereby.
(4) Includes 629,788 shares obtainable upon conversion of the Sterling
House Corporation's 6.75% Convertible Subordinated Debentures due
2006 (the "Sterling Debentures") as follows: (i) 134,594 shares
obtainable upon conversion by HBK Finance L.P. of $2,743,000
principal amount of the Sterling Debentures held by HBK Finance L.P.
and (ii) 495,194 shares obtainable upon conversion by HBK Offshore
Ltd. of $10,092,000 principal amount of the Sterling Debentures held
by HBK Offshore Ltd. Pursuant to an Investment Management Agreement,
upon conversion by HBK Offshore Ltd. of the Sterling Debentures held
by such entity, the Reporting Person will have sole voting and
dispositive power over the shares obtainable thereby and HBK Offshore
Fund will have no beneficial ownership of such shares. Pursuant to
an Amended and Restated Management Agreement, upon conversion by HBK
Finance L.P. of the Sterling Debentures held by such entity, the
Reporting Person will have shared voting and dispositive power over
the shares obtainable thereby.
(5) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be
outstanding is 19,264,078. <PAGE>
1. Name of Reporting Person:
HBK Finance L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3)
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
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
160,520(1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9% (3)
14. Type of Reporting Person: BD
- ----------------------------
(1) Includes 25,926 shares obtainable upon conversion of $525,000
principal amount of the Debentures. Pursuant to an Amended and
Restated Management Agreement, upon conversion, voting and
dispositive power over these shares will be shared with HBK
Investments, L.P.
(2) Includes 134,594 shares obtainable upon conversion of $2,743,000
principal amount of the Sterling Debentures. Pursuant to an Amended
and Restated Management Agreement, upon conversion, voting and
dispositive power over these shares will be shared with HBK
Investments, L.P.
(3) Pursuant to Rule 13d-3(d)(1)(i), the number of shares deemed to be
outstanding is 18,736,044.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, par value $0.01 per
share (the "Stock"), of Alternative Living Services, Inc. (the "Issuer"). The
principal executive offices of the Issuer are located at 450 North Sunnyslope
Road, Suite 300, Brookfield, Wisconsin 53005.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), this Schedule 13D Statement is hereby filed by HBK
Investments L.P., a Delaware limited partnership ("Investments")and HBK Finance
L.P., a Delaware limited partnership ("Finance") (collectively, the "Reporting
Persons"). The Reporting Persons are making this single, joint filing because
they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Act, although neither the fact of this filing nor anything
contained herein shall be deemed an admission by the Reporting Persons that a
group exists. Additionally, pursuant to Instruction C to Schedule 13D,
information is included herein with respect to the following persons
(collectively, the "Controlling Persons"): HBK Partners II L.P., a Delaware
limited partnership ("Partners II"), HBK Fund L.P., a Delaware limited
partnership ("Fund"), HBK Capital L.P., a Delaware limited partnership
("Capital"), HBK Partners I L.P., a Delaware limited partnership ("Partners I"),
HBK Management L.L.C., a Delaware limited liability company ("Management") and
each of the following individuals who may control Management (collectively, the
"Managers"): Harlan B. Korenvaes, Kenneth M. Hirsh, Laurence H. Lebowitz,
William E. Rose, and Richard L. Booth, Jr. The Reporting Persons and the
Controlling Persons are sometimes hereinafter collectively referred to as the
"Item 2 Persons."
(b)-(c)
Reporting Persons
Investments is a Delaware limited partnership, the principal business
of which is acting as an investment manager to two investment funds. The
principal address of Investments, which also serves as its principal office, is
777 Main Street, Suite 2750, Fort Worth, Texas 76102.
Finance is a Delaware limited partnership, the principal business of
which is acting as a registered broker dealer. The principal address of
Finance, which also serves as its principal office, is 777 Main Street, Suite
2750, Fort Worth, Texas 76102.
Controlling Persons
Pursuant to Instruction C to Schedule 13D of the Act, information with
respect to the Controlling Persons is set forth below. The principal address
of each Controlling Person, which also serves as its principal office, is 777
Main Street, Suite 2750, Fort Worth, Texas 76102.
Partners II is a Delaware limited partnership, the principal business
of which is serving as the general partner of Investments.
Management is a Delaware limited liability company, the principal
business of which is serving as the general partner of Partners II and Partners
I.
Fund is a Delaware limited partnership, the principal business of
which is serving as the general partner of Finance and two other limited
partnerships.
Capital is a Delaware limited partnership, the principal business of
which is serving as the general partner of Fund.
Partners I is a Delaware limited partnership, the principal business
of which is serving as the general partner of Capital.
Managers
The principal occupation of each of the Managers is serving as an
officer of Investments. The business address of each of the Managers is 777
Main Street, Suite 2750, Fort Worth, Texas 76102.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used or to be used by each of the
Reporting Persons to purchase shares of the Stock, Debentures and Sterling
Debentures are set forth below.
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Investments Working Capital
and Other (1) $ 17,180,038 (2)(4)
Finance Working Capital
and Other (1) $ 4,442,428 (3)(4)
(1) As used herein the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from, among other
sources, banks and brokerage firm margin accounts, to operate such business in
general. A portion of the funds reported herein was obtained from Bear, Stearns
& Co. Inc., Prime Dealer Services, Inc. and Goldman, Sachs & Co. Incorporated
as margin loans to acquire the Stock and the Debentures, and the remainder was
obtained from Working Capital.
(2) Represents $1,968,680 expended by HBK Offshore Fund Ltd.
("Offshore") to purchase 75,300 shares of the Stock, $982,213 expended by such
entity to purchase $665,000 principal amount of the Debentures and $14,229,145
expended by such entity to purchase $10,092,000 principal amount of the Sterling
Debentures, as to which Offshore has no beneficial ownership.
(3) Represents $775,563 expended by Finance to purchase $525,000
principal amount of the Debentures and $3,666,865 expended by such entity to
purchase $2,743,000 principal amount of the Sterling Debentures.
(4) This figure represents the total amount expended by such person
in purchasing the Stock and the Debentures reported herein.
ITEM 4. PURPOSE OF TRANSACTION.
The Item 2 Persons acquired the Stock, the Debentures and the Sterling
Debentures in the ordinary course of business for investment purposes. None of
the Item 2 Persons has any plans or proposals which relate to or would result
in any of the actions or transactions specified in clauses (a) through (j) of
Item 4 of Schedule 13D under the Act. Each of the Item 2 Persons reserves the
right to acquire or dispose of the Stock, the Debentures and the Sterling
Debentures, or to formulate other purposes, plans or proposals regarding the
Issuer or the Stock, the Debentures and the Sterling Debentures held by each
such Item 2 Person to the extent deemed advisable in light of general investment
policies, market conditions and other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
Reporting Persons
Pursuant to an Investment Management Agreement with Offshore,
Investments may, pursuant to Rule 13d-3(a), be deemed to be the beneficial owner
of 75,300 shares of the Stock, which constitutes approximately 0.4% of the
19,264,078 shares of the Stock deemed to be outstanding pursuant to Rule 13d-
3(d)(1)(i). In addition, pursuant to Rule 13d-3(d)(1)(i), Investments may be
deemed to be the beneficial owner of an additional 32,840 shares obtainable upon
conversion of $665,000 principal amount of the Debentures held by Offshore,
which constitutes approximately 0.2% of the 19,264,078 shares of the Stock
deemed to be outstanding thereunder. Further, pursuant to Rule 13d-3(d)(1)(i),
Investments may be deemed to be the beneficial owner of an additional 495,194
shares obtainable upon conversion of $10,092,000 principal amount of the
Sterling Debentures held by Offshore, which constitutes approximately 2.6% of
the 19,264,078 shares of the Stock deemed outstanding thereunder. Further,
pursuant to an Amended and Restated Management Agreement with Fund and Capital,
Investments may, pursuant to Rule 13d-3(a), be deemed to be the beneficial owner
of 25,926 shares of the Stock obtainable upon conversion of $525,000 principal
amount of the Debentures held by Finance, which constitutes approximately 0.1%
of the 19,264,078 shares of the Stock deemed to be outstanding pursuant to Rule
13d-3(d)(1)(i). Finally, pursuant to such Amended and Restated Management
Agreement, Investments may, pursuant to Rule 13d-3(d)(1)(i), be deemed to be the
beneficial owner of 134,594 shares of the Stock obtainable upon conversion of
$2,743,000 principal amount of the Sterling Debentures held by Finance, which
constitutes approximately 0.7% of the 19,264,078 shares of the Stock deemed to
be outstanding thereunder.
Pursuant to Rule 13d-3(d)(1)(i), Finance may be deemed to be the
beneficial owner of 25,926 shares obtainable upon conversion of $525,000
principal amount of the Debentures held by Finance, which constitutes
approximately 0.1% of the 18,736,044 shares deemed to be outstanding
thereunder. In addition, pursuant to Rule 13d-3(d)(1)(i), Finance may be
deemed to be the beneficial owner of an additional 134,594 shares obtainable
upon conversion of $2,743,000 principal amount of the Sterling Debentures held
by Finance, which constitutes approximately 0.7% of the 18,736,044 shares of
the Stock deemed to be outstanding thereunder.
Controlling Persons
Because of its position as the sole general partner of Investments,
Partners II may be deemed to be the beneficial owner of 763,854 shares of the
Stock, which constitutes approximately 4.0% of the 19,264,078 shares of the
Stock deemed to be outstanding.
Each of (1) Fund, as sole general partner of Finance, (2) Capital, as
sole general partner of Fund, and (3) Partners I, as sole general partner of
Capital, may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 160,520 shares of the Stock, which constitutes approximately 0.9% of
the 18,736,044 shares of the Stock deemed to be outstanding.
Each of (1) Management, as sole general partner of Partners I and
Partners II, and (2) the Managers, as controlling persons of Management, may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an
aggregate of 763,854 shares of the Stock, which constitutes approximately 4.0%
of the 19,264,078 shares of the Stock deemed to be outstanding.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
Reporting Persons
Pursuant to an Investment Management Agreement with Offshore, and
acting through its general partner, Partners II, Investments has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
75,300 shares of the Stock.
Controlling Persons
Acting through its general partner, Management, and in its capacity
as the general partner of Investments, Partners II has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 75,300
shares of the Stock.
In its capacity as the general partner of Partners I and Partners II,
Management has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 75,300 shares of the Stock.
None of Finance, Capital, Fund or Partners I has any power to vote or
to direct the vote or to dispose or to direct the disposition of any shares of
the Stock.
Managers
In his capacity as a controlling person of Management, each of the
Managers has the shared power to vote or to direct the vote and to dispose or
to direct the disposition of 75,300 shares of the Stock.
(c)
During the last 60 days, the Reporting Persons have purchased and sold
shares of the Stock in open market transactions on the American Stock Exchange
as follows:
NUMBER OF SHARES
PURCHASED (P) PRICE PER
REPORTING PERSON DATE OR SOLD (S) SHARE
Investments (1) 11/21/97 53,000 (P) $27.00
Investments (1) 11/21/97 58,800 (P) $27.38
Investments (1) 11/21/97 4,300 (S) $27.52
Investments (1) 11/21/97 2,000 (S) $26.94
Investments (1) 11/21/97 3,900 (S) $27.52
Investments (1) 11/21/97 47,000 (P) $27.00
Investments (1) 11/21/97 1,800 (S) $26.94
Investments (2) 12/04/97 1,000 (P) $25.06
Finance 12/04/97 1,000 (P) $25.06
Investments (1) 12/05/97 7,000 (P) $25.09
Investments (2) 12/08/97 5,000 (P) $25.13
Investments (2) 12/09/97 2,000 (P) $25.09
Investments (1) 12/11/97 6,300 (P) $23.92
Investments (1) 12/15/97 8,000 (P) $23.47
Investments (1) 12/16/97 9,500 (S) $24.59
Investments (1) 12/19/97 2,370 (P) $24.75
Investments (2) 01/14/98 1,240 (P) $29.70
Finance 01/14/98 960 (P) $29.70
(1) These shares were purchased or sold by Offshore, which has no
beneficial ownership of such shares pursuant to an Investment Management
Agreement with Investments.
(2) These shares were purchased by HBK Securities Ltd. ("Securities"),
which has no beneficial ownership of such shares pursuant to an Investment
Management Agreement with Investments.
In addition, during the past 60 days, the Reporting Persons have
purchased (P) and sold (S) Debentures in over-the-counter transactions on PORTAL
and Nasdaq, as follows:
FACE AMOUNT PRICE PER $100
REPORTING PERSON DATE OF DEBENTURES FACE AMOUNT
Investments (2) 12/16/97 $2,405,000(P) $137.81
Finance 12/16/97 $1,603,000(P) $137.81
Investments (1) 01/07/98 $ 425,000(P) $147.25
Finance 01/07/98 $ 325,000(P) $147.25
Investments (1) 01/08/98 $ 240,000(P) $148.50
Finance 01/08/98 $ 200,000(P) $148.50
Investments (1) 01/13/98 $2,400,000(P) $146.72
Finance 01/13/98 $1,600,000(P) $146.72
Finance 01/15/98 $1,603,000(S) $154.00
Finance 01/15/98 $1,600,000(S) $154.00
Investments (1) 01/15/98 $2,400,000(S) $154.00
Investments (2) 01/15/98 $2,405,000(S) $154.00
(1) These Debentures were purchased or sold by Offshore, which has
no beneficial ownership of same pursuant to an Investment Management Agreement
with Investments.
(2) These Debentures were purchased by Securities, which has no
beneficial ownership of same pursuant to an Investment Management Agreement with
Investments.
In addition, during the past sixty days, the Reporting Persons have
purchased (P) and sold (S) Sterling Debentures in over-the-counter transactions
on PORTAL and Nasdaq, as follows:
FACE AMOUNT PRICE PER $100
REPORTING PERSON DATE OF DEBENTURES FACE AMOUNT
Investments (1) 11/21/97 $3,000,000 (P) $142.58
Investments (1) 11/24/97 $4,800,000 (P) $143.08
Investments (2) 12/10/97 $ 70,000 (P) $133.50
Finance 12/10/97 $ 30,000 (P) $133.50
Finance 12/15/97 $ 150,000 (P) $127.50
Finance 12/15/97 $ 315,000 (P) $127.50
Finance 12/16/97 $1,775,000 (S) $133.00
Finance 12/16/97 $1,740,000 (S) $133.00
Finance 12/16/97 $ 318,000 (P) $133.09
Finance 12/16/97 $ 900,000 (P) $133.09
Finance 12/16/97 $ 240,000 (P) $133.09
Investments (1) 12/16/97 $1,860,000 (S) $133.00
Investments (1) 12/16/97 $ 212,000 (P) $133.09
Investments (1) 12/16/97 $ 600,000 (P) $133.09
Investments (1) 12/16/97 $ 160,000 (P) $133.09
Investments (2) 12/16/97 $1,580,000 (S) $133.00
Investments (1) 01/07/98 $ 155,000 (P) $146.50
Finance 01/07/98 $ 100,000 (P) $146.50
(1) These Debentures were purchased or sold by Offshore, which has
no beneficial ownership of same pursuant to an Investment Management Agreement
with Investments.
(2) These Debentures were purchased by Securities, which has no
beneficial ownership of same pursuant to an Investment Management Agreement with
Investments.
(d)
Not applicable.
(e)
The Reporting Persons ceased to beneficially own more than 5% of the
Stock on January 15, 1998.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibits filed herewith, there
are no contracts, arrangements, understandings or relationships with respect to
shares of the Common Stock owned by the Item 2 Persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith.
<PAGE>
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: January 22, 1998
HBK INVESTMENTS L.P.
By: /s/ Harlan B. Korenvaes
Harlan B. Korenvaes (1)
HBK FINANCE L.P.
By: /s/ Harlan B. Korenvaes
Harlan B. Korenvaes (2)
(1) An Authorization Certificate authorizing Harlan B. Korenvaes to act
on behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing Harlan B. Korenvaes to act
on behalf of HBK Finance L.P. previously has been filed with the
Securities and Exchange Commission.
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
<PAGE>
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
HBK INVESTMENTS L.P.
By: /s/ Harlan B. Korenvaes
Harlan B. Korenvaes (1)
HBK FINANCE L.P.
By: /s/ Harlan B. Korenvaes
Harlan B. Korenvaes (2)
(1) An Authorization Certificate authorizing Harlan B. Korenvaes to act
on behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing Harlan B. Korenvaes to act
on behalf of HBK Finance L.P. previously has been filed with the
Securities and Exchange Commission.
