SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Alterra Heathcare Corp.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
02146C104
(CUSIP Number)
January 25, 2000
(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)
*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).
CUSIP No. 02146C104
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. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 1,529,834 (1)(2)(3)(4)(5)
Number of
Shares
Beneficially 6. Shared Voting Power: 0
Owned By
Each
Reporting 7. Sole Dispositive Power: 1,529,834 (1)(2)(30(40(5)
Person
With
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,529,834 (1)(2)(3)(4)(5)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 6.48%
12. Type of Reporting Person: PN
- --------------
(1) Includes 476,296 shares obtainable upon conversion of $9,645,000
principal amount of the Issuer's 7% Convertible Subordinated
Debentures due 2004 (the "7% Debentures") held by HBK Master Fund
L.P. ("Master"). Pursuant to an Investment Management Agreement,
upon conversion by Master of the 7% Debentures held by Master, HBK
Investments L.P. ("Investments") will have sole voting and
dispositive power over the shares obtainable thereby and Master
will not have any beneficial ownership of such shares.
(2) Includes 459,764 shares obtainable upon conversion of $9,370,000
principal amount of the Issuer's 6.75% Convertible Subordinated
Debentures due 2004 (the "6.75% Debentures") held by Master. Pursuant to
an Investment Management Agreement, upon conversion by Master of the
6.75% Debentures held by Master, HBK Investments L.P. ("Investments")
will have sole voting and dispositive power over the shares obtainable
thereby and Master will not have any beneficial ownership of such
shares.
(3) Includes 593,774 shares obtainable upon conversion of $17,071,000 of the
Issuer's 5.25% Convertible Subordinated Debentures due 2006 (the "5.25%
Debentures")held by Master. Pursuant to an Investment Management
Agreement, upon conversion by Master of the 5.25% Debentures held by
Master, HBK Investments L.P. ("Investments") will have sole voting and
dispositive power over the shares obtainable thereby and Master will not
have any beneficial ownership of such shares.
(4) Power is exercised by its general partner, HBK Partners II L.P., whose
general partner is HBK Management L.L.C.
(5) The 13G filed by Investments dated April 14, 1998 (as amended December
31, 1998) is hereby amended to reflect holdings of Investments as of
January 25, 2000 and gives effect to the transfer of the 7%
Debentures,6.75% Debentures and 5.25% Debentures (a)to HBK Offshore Fund
Ltd. ("Offshore") from HBK Securities Ltd. ("Securities"), a wholly
owned subsidiary of Offshore, and the subsequent transfer thereof to
Master, a subsidiary of Offshore, and (b) to HBK Main Street Investments
L.P. ("Main Street") from HBK Finance L.P. ("Finance"), an affiliate of
Main Street, and the subsequent transfer thereof to Master, the general
partner of Finance and Main Street.
CUSIP No. 02146C104
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. Citizenship or Place of Organization: Delaware
5. Sole Voting Power: 0
Number of
Shares
Beneficially 6. Shared Voting Power: 0
Owned By
Each
Reporting 7. Sole Dispositive Power: 0
Person
With
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
0
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0%
12. Type of Reporting Person: PN
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their schedule 13G statement dated April
14, 1998, as amended by Amendment No. 1 dated December 31, 1998 (the
"Schedule 13G" relating to the Common Stock, par value $.01 per share, of
Alterra Heathcare Corp., formerly known as Alternative Living Services,
Inc.(the "Issuer"). Unless otherwise indicated, all defined terms used
herein shall have the same meanings as those set forth in the Schedule 13G.
Item 2(a). Names of Persons Filing.
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 13G 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, 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 Management L.L.C., a Delaware limited liability company
("Management") and Harlan B. Korenvaes, Kenneth M. Hirsh, Laurence H.
Lebowitz, William E. Rose, Richard L. Booth, David C. Haley and Jamiel A.
Akhtar, members of Management, who may control Management ("Managers"). The
Reporting Persons and the Controlling Persons are sometimes hereinafter
collectively referred to as the "Item 2 Persons."
Item 2(e). CUSIP Number.
The CUSIP number of the Shares is 02146C104.
Item 4. Ownership.
(a) - (b)
Reporting Person
Pursuant to an Investment Management Agreement with Master, Investments
may, pursuant to Rule 13d-3(a), be deemed to be the beneficial owner of the
following securities (the "Shares"): (a) 476,296 shares obtainable upon
conversion of $9,645,000 principal amount of the 7% Debentures held by
Master, which constitutes approximately 2% of the outstanding shares of the
Stock, (b) 459,764 shares obtainable upon conversion of $9,370,000 principal
amount of the 6.75% Debentures held by Master, which constitutes
approximately 1.9% of the outstanding shares of the Stock, and (c) 593,774
shares obtainable upon conversion of $17,071,000 principal amount of the
5.25% Debentures held by Master, which constitutes approximately 2.5% of the
outstanding shares of the Stock.
Controlling Persons
Because of its position as the sole general partner of Investments,
Partners II may be deemed to be the beneficial owner of the Shares.
Each of (1) Management, as sole general partner of Partners II, and (2)
the Managers, as the controlling persons of Management, may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of the Shares.
To the best of the knowledge of the Reporting Person, 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.
(c)
Reporting Persons
Pursuant to an Investment Management Agreement with Master, and acting
through its general partner, Partners II, Investments has the sole power to
vote or direct the vote and to dispose or to direct the disposition of the
Shares.
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 the Shares.
In its capacity as the general partner of Partners II, Management has
the sole power to vote or to direct the vote and to dispose or to direct the
disposition of the Shares.
Managers
In their capacity as controlling persons of Management, the Managers
have the shared power to vote or to direct the vote and to dispose or to
direct the disposition of the Shares.
<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: February 2, 2000
HBK INVESTMENTS L.P.
By: /s/ Kevin O'Neal
Kevin O'Neal (1)
HBK FINANCE L.P.
By: /s/ Kevin O'Neal
Kevin O'Neal (2)
(1) An Authorization Certificate authorizing Kevin O'Neal to act on
behalf of HBK Investments L.P. has previously been filed.
(2) An Authorization Certificate authorizing Kevin O'Neal to act on
behalf of HBK Finance L.P. has previously been filed.
