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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)*
American Retirement Corporation
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
028913 10 1
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(CUSIP Number)
Sandra Campbell
Senior Vice President, Legal Counsel and Secretary
Assisted Living Concepts, Inc.
9955 S.E. Washington
Portland, Oregon 97216
(503) 252-6233
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 18, 1998
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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(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule l3d-7 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).
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SCHEDULE 13D
CUSIP No. 028913 10 1 Page 2 of 9 pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Assisted Living Concepts, Inc.
I.R.S. Employer Identification No. 93-1148702
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
(See Instructions)
WC, OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [ ]
TO ITEMS 2(d) or 2(e)
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Nevada
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SOLE VOTING POWER
7
2,549,333
NUMBER OF -------------------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
EACH -------------------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
PERSON 9
WITH 2,549,333
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SHARED DISPOSITIVE POWER
10
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,549,333
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
See Item 5
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9% (based on outstanding common stock on November 18, 1998)
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14 TYPE OF REPORTING PERSON
(See Instructions)
CO
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SCHEDULE 13D
CUSIP No. 028913 10 1 Page 3 of 9 pages
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, par value $0.01 per
share ("Issuer Common Stock") of American Retirement Corporation, a Tennessee
corporation ("Issuer"). Issuer has its principal executive offices at 111
Westwood Place, Suite 402, Brentwood, Tennessee 37027.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed on behalf of Assisted Living Concepts, Inc.,
a Nevada corporation ("Filing Person"), with its principal place of business
located at 9955 S.E. Washington, Suite 303, Portland, Oregon 97216. Filing
Person's principal business is the provision of assisted living services to
seniors.
Set forth on Schedule A to this Schedule 13D is the name, citizenship,
business or residence address and present principal occupation or employment, as
well as the name and address of any corporation or other organization in which
such occupation or employment is conducted, of each of the directors and
executive officers of Filing Person, as of the date hereof.
During the last five years, neither Filing Person nor, to the best of
its knowledge, any person named in Schedule A to this Schedule 13D (i) has been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On November 18, 1998, Filing Person entered into an Agreement and Plan
of Merger (the "Merger Agreement") with Issuer and Pioneer Merger Corporation, a
Tennessee corporation and a wholly owned subsidiary of Issuer ("Merger Sub").
Pursuant to the Merger Agreement, Merger Sub will merge with and into Filing
Person, with Filing Person as the surviving corporation (the "Merger"). In the
Merger, each issued and outstanding share of common stock of Filing Person will
be converted into the right to receive 0.85 shares of Issuer Common Stock. The
consummation of the transactions contemplated by the Merger Agreement is subject
to, among other things, the approval of the shareholders of each of Issuer and
Filing Person, the parties' ability to account for the Merger as a "pooling of
interests", the receipt of certain regulatory approvals and the expiration of
antitrust waiting periods. The foregoing description is qualified in its
entirety by reference to the full text of the Merger Agreement, which is
incorporated herein by reference.
Concurrently with the execution of the Merger Agreement, Filing Person
and Issuer also entered into a Cross Option Agreement (the "Cross Option
Agreement"), granting each other the right to purchase 14.9% of the then-issued
and outstanding shares of common stock of the other entity, exercisable upon the
occurrence of certain
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SCHEDULE 13D
CUSIP No. 028913 10 1 Page 4 of 9 pages
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events (each, an "Option"). Pursuant to the terms of the Cross Option Agreement,
Issuer has granted Filing Person an Option covering 2,549,333 shares of Issuer
Common Stock at a price of $17.25 per share. Purchases of Issuer Common Stock by
Filing Person pursuant to the Option, if any, will be funded out of working
capital. The foregoing description is qualified in its entirety by reference to
the full text of the Cross Option Agreement, which is incorporated herein by
reference.
ITEM 4. PURPOSE OF TRANSACTIONS
(a) - (c) See Item 3.
(d) Filing Person and Issuer have agreed that William McBride, Keren B.
Wilson and Richard C. Ladd will serve on the board of directors of Issuer
immediately following consummation of the Merger.
(e) Issuer has informed Filing Person that it intends to increase the
number of authorized shares of Issuer Common Stock in order to provide for a
sufficient number of authorized shares to effect the Merger.
(f) - (i) None.
(j) Other than as described above, Filing Person currently has no plans
or proposals which relate to, or may result in, any of the matters listed in
items 4(a) - (j) of Schedule 13D (although Filing Person reserves the right to
develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) See Item 3. If the Option becomes exercisable and the Filing
Person should exercise the Option, the Filing Person will have the sole power to
vote and dispose of said stock. Concurrently with the execution of the Merger
Agreement and the Cross Option Agreement, Filing Person and each of the
individual shareholders of Issuer listed on Schedule B (collectively, the
"Shareholders") entered into voting agreements (each, a "Voting Agreement"),
pursuant to which each of the Shareholders appointed Filing Person as his or her
proxy to vote the shares of Issuer Common Stock owned by him or her for approval
of the Merger and against certain types of transactions involving the Issuer and
any third party. The Voting Agreements entered into by Filing Person with the
Shareholders cover an aggregate of 2,363,020 shares of Issuer Common Stock. The
foregoing description is qualified in its entirety by reference to the full text
of the form of Voting Agreement, which is incorporated herein by reference.
As a result of the Voting Agreements and the Cross Option Agreement,
Filing Person may be deemed to be the beneficial owner of 4,912,353 shares of
Issuer Common Stock. Based upon information available at November 18, 1998, such
shares constitute approximately 28.7% of the issued and outstanding shares of
Issuer Common Stock. See Item 3.
To the knowledge of Filing Person, no shares of Issuer Common Stock are
beneficially owned by any of the persons named in Schedule A.
(c) To the knowledge of Filing Person, no person named in Schedule A
has effected any transaction in Issuer Common Stock during the past sixty
(60) days.
(d) - (e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
See Items 3, 4 and 5. Except as otherwise set forth in the Merger
Agreement, the Cross Option Agreement and the Voting Agreements, neither the
Filing Person nor the directors or executive officers thereof have any other
contracts, arrangements, understandings or relationships (legal or otherwise)
with respect to any securities of the Issuer, including but not limited to, any
agreement to transfer, vote, hold or dispose of the shares of Common Stock of
the Issuer held by the Filing Person, any finders' fees, joint ventures, call or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss or the giving or withholding of proxies relating to the Issuer or the
Common Stock of the Issuer.
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SCHEDULE 13D
CUSIP No. 028913 10 1 Page 5 of 9 pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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Exhibit 1 Agreement and Plan of Merger, dated November 18, 1998, by
and between American Retirement Corporation, Pioneer
Merger Corporation and Assisted Living Concepts, Inc.
(Incorporated by Reference to Exhibit 2.1 of the Current
Report on Form 8-K filed by American Retirement
Corporation on November 30, 1998).
Exhibit 2 Cross Option Agreement, dated November 18, 1998, by and
between American Retirement Corporation and Assisted Living
Concepts, Inc. (Incorporated by Reference to Exhibit 2.2 of
the Current Report on Form 8-K filed by American Retirement
Corporation on November 30, 1998).
Exhibit 3 Form of Shareholder Voting Agreement, dated as of November
18, 1998, by and between certain shareholders of American
Retirement Corporation and Assisted Living Concepts, Inc.
(Incorporated by Reference to Exhibit 2.3 of the Current
Report on Form 8-K filed by Assisted Living Concepts, Inc.
on November 30, 1998).
</TABLE>
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SCHEDULE 13D
CUSIP No. 028913 10 1 Page 6 of 9 pages
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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.
ASSISTED LIVING CONCEPTS, INC.
By: /s/ Rhonda S. Marsh
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Name: Rhonda S. Marsh
Title: Vice President/Treasurer
Chief Accounting Officer
November 30, 1998
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SCHEDULE 13D
CUSIP No. 028913 10 1 Page 7 of 9 Pages
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SCHEDULE INDEX
<TABLE>
<CAPTION>
Page
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Schedule A Directors and Executive Officers of Filing Person 8
Schedule B Shareholders of Issuer Party to a Voting Agreement with 9
Filing Person
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SCHEDULE 13D
CUSIP No. 028913 10 1 Page 8 of 9 pages
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Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF FILING PERSON
The name, title and present principal occupation or employment of each
of the directors and executive officers of Filing Person are set forth below.
Where indicated with an asterisk ("*"), such person's principal occupation is
with the Filing Person and such person's business address is 9955 S.E.
Washington, Portland, Oregon 97216. Each person listed below is a citizen of the
United States.
<TABLE>
<CAPTION>
NAME TITLE PRINCIPAL OCCUPATION AND NAME, ADDRESS
AND PRINCIPAL BUSINESS OF EMPLOYER
<S> <C> <C>
William McBride III Chief Executive Officer and *
Chairman of the Board of Directors
Keren B. Wilson President, Chief Operating Officer and *
Vice Chairman of the Board of Directors
Richard C. Ladd Director President, Ladd and Associates
P.O. Box 201045
Austin, Texas 78720-1045
Bradley G. Razook Director Managing Director
Schroder & Co., Inc.
787 Seventh Avenue, New York, NY 10019
Gloria J. Cavenaugh Director Executive Director, American Society on Aging
833 Market Street, Suite 511
San Francisco, California 94103
Rhonda S. Marsh Vice President, Treasurer, and *
Chief Accounting Officer
Sandra Campbell Senior Vice President, Legal Counsel and *
Secretary
Connie J. Baldwin Director of Operations *
Nancy Gorshe Vice President of Community Relations *
Jane Haile Vice President of Financial Operations *
Cathy Maloney Vice President and Controller *
</TABLE>
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SCHEDULE 13D
CUSIP No. 028913 10 1 Page 9 of 9 pages
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Schedule B
SHAREHOLDERS OF ISSUER PARTY TO A
VOTING AGREEMENT WITH FILING PERSON
NAME:
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W. E. Sheriff
Christopher Coates
George Hicks
H. Todd Kaestner
James Money
H. Lee Barfield II
Robert Roskamp
Jack Bovender
Frank Bumstead
Robin Costa
Clarence Edmonds
Dr. John Morris
Nadine Smith
Lawrence Stuesser
