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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENT
FILED PURSUANT TO 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. __)*
Alternative Living Services, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
02145K-10-7
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(CUSIP Number)
Alan C. Leet
Rogers & Hardin
2700 International Tower
229 Peachtree Street, N.E.
Atlanta, Georgia 30303 404/522-4700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 23, 1997
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(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 .
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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).
(Continued on following pages)
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13D
CUSIP No. 02145K-10-7 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Timothy J. Buchanan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
- - -----------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
- - -----------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e)
- - -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- - -----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 553,045 See Item 5.
SHARES ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0 See Item 5.
OWNED BY ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 553,045 See Item 5.
REPORTING ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER 0 See Item 5.
WITH ---------------------------------------------------
- - -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,059,045
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
- - -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
- - -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- - -----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
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13D
CUSIP No. 02145K-10-7 Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Meredith G. Buchanan
- - ------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
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(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e)
- - ------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER 506,000 See Item 5.
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0 See Item 5.
OWNED BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 506,000 See Item 5.
REPORTING -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER 0 See Item 5.
WITH
- - -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,059,045
- - -------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
- - -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
- - -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- - -------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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SCHEDULE 13D
ITEM 1. Security and Issuer.
The class of equity securities to which this Schedule 13D
relates is the common stock, par value $0.01 per share (the
"Common Stock"), of Alternative Living Services, Inc., a Delaware
corporation (the "Company"). The Company's principal executive
offices are located at 450 North Sunnyslope Road, Suite 300,
Brookfield, Wisconsin 53005.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name
1. Timothy J. Buchanan ("Mr. Buchanan")
2. Meredith G. Buchanan ("Mrs. Buchanan")
(b) Address
1. 816 Terradyne Circle
Andover, Kansas 67002
2. 816 Terradyne Circle
Andover, Kansas 67002
(c) Present Principal Occupation or Employment
1. Mr. Buchanan is the president of the Company.
2. Mrs. Buchanan is not currently employed.
(d) Neither of the Reporting Persons has during the last
five years been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither of the Reporting Persons during the last five
years been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction 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.
(f) Citizenship:
1. Mr. Buchanan is a United States citizen.
2. Mrs. Buchanan is a United States citizen.
ITEM 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons acquired the shares of Common Stock of
the Company reported in this Schedule 13D as a result of the
merger (the "Merger") of Tango Merger Corporation, a Kansas
corporation and a wholly owned subsidiary of the Company, with and into
Sterling House Corporation, a Kansas corporation
("Sterling"). As a result of the Merger, the 942,770 shares of
common stock of Sterling beneficially owned by the Reporting
Persons (the "Sterling Shares") were automatically converted into
the right to receive 1,037,047 shares of Common Stock of the
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Company. In addition, prior to the Merger, Mr. Buchanan held
options (the "Sterling Options") to purchase an aggregate of
20,000 shares of common stock of Sterling. Upon consummation of
the Merger, all of the Sterling Options became vested and
immediately exercisable for an aggregate of 21,998 shares of
Common Stock of the Company. The Merger was consummated on
October 23, 1997 (the "Effective Date").
ITEM 4. Purpose of Transaction.
The Reporting Persons acquired the shares of Common Stock of
the Company as an investment. The Reporting Persons may seek to acquire
additional shares of Common Stock of the Company through
open market or privately negotiated transactions from time to
time in their discretion. Any such purchases will depend upon
the market prices for the shares of Common Stock, the number of
shares which may become available for purchaser at prices which
the Reporting Persons regard as attractive and various other
factors which the Reporting Persons may determine to be relevant.
Alternatively, the Reporting Persons may in the future determine
to dispose of all or a portion of the shares of Common Stock
which they hold, depending upon, among other things, the then
market price for the Common Stock. Such sales may be made in
transactions in the open market or in privately negotiated
transactions.
Except as set forth in this Item 4, the Reporting Persons
have no present plans or proposals which relate to or would
result in any of the actions enumerated under Item 4 of Schedule
13D.
ITEM 5. Interest in Securities of the Issuer.
(a) Mr. Buchanan is the direct beneficial owner
(individually or as trustee of the Matthew Buchanan Trust, the
Emily Buchanan Trust and the Buchanan Family Trust) of 531,047
shares of Common Stock, or approximately 2.9% of the 18,548,217
shares of Common Stock outstanding after consummation of the
Merger (based on information provided to the Reporting Persons by
counsel for the Company). In addition, Mr. Buchanan is the
direct beneficial owner of options to purchase an aggregate of
21,998 shares of common stock of the Company all of which are
vested and immediately exercisable. Mrs. Buchanan is the direct
beneficial owner of 506,000 shares of Common Stock, or
approximately 2.7% of the 18,548,217 shares of Common Stock
outstanding after the consummation of the Merger (based on
information provided to the Reporting Persons by counsel for the
Company). Because of the familial relationship (Mr. and Mrs.
Buchanan are husband and wife), each Reporting Person listed in
Item 2(a) may be deemed to beneficially own the shares and options
beneficially owned directly by the other although neither
Reporting Person has the power to vote, direct the voting,
dispose or direct the disposition of the shares of Common Stock
or options held by or beneficially owned directly by the other
Reporting Person. Accordingly, as of the close of business on
October 23, 1997, each of the Reporting Persons may be deemed to
beneficially own 1,059,045 shares of Common Stock, or
approximately 5.7% of the 18,548,217 shares of Common Stock
outstanding after consummation of the Merger (based on
information provided to the Reporting Persons by counsel for the
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Company).
(b) Mr. Buchanan has the direct power to vote and direct
the disposition of the shares of Common Stock held by him, the
Matthew Buchanan Trust, the Emily Buchanan Trust and the Buchanan
Family Trust. Mrs. Buchanan has the direct power to vote and
direct the disposition of the shares of Common Stock held by her.
(c) Other than the receipt of the shares of Common Stock
identified in the foregoing paragraph (a), neither of the
Reporting Persons has engaged in transactions in the shares of
Common Stock during the past 60 days.
(d) No other person is known to have the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any of the shares of Common stock
beneficially owned by the Reporting Persons.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer.
In connection with the Merger, Mr. Buchanan entered into an
Affiliate Agreement pursuant to which Mr. Buchanan undertook not
to make any sale of Common Stock received upon consummation of
the Merger in violation of the Securities Act of 1933, as amended
(the "Securities Act"), or the rules and regulations promulgated
thereunder. Generally, this will require that such sales be made
in accordance with Rule 145(d) under the Securities Act, which in
turn requires that, for specified periods, such sales be made in
compliance with the volume limitations, manner of sale provisions
and current information requirements of Rule 144 under the
Securities Act. In addition, the Affiliate Agreement requires
that Mr. Buchanan not sell, exchange, transfer, pledge, dispose
of or otherwise reduce his risk relative to shares of Common
Stock (except under certain limited circumstances) until such
time as financial results covering at least 30 days of combined
operations of the Company and Sterling after the Effective Date
(as defined above) of the Merger have been filed or published by
the Company.
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ITEM 7. Materials to be Filed as Exhibits.
Exhibit 1 Affiliate Agreement dated July 30, 1997 and
executed by Mr. Buchanan.<PAGE>
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SIGNATURE
After reasonable inquiry and to the best of the knowledge
and belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Date: October 23, 1997 \s\Timothy J. Buchanan
________________________________
Timothy J. Buchanan
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SIGNATURE
After reasonable inquiry and to the best of the knowledge
and belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Date: October 23, 1997 \s\Meredith G. Buchanan
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Meredith G. Buchanan
