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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. N/A)
Assisted Living Concepts, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
04543L 10 9
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(CUSIP Number)
American Retirement Corporation
111 Westwood Place, Suite 402
Brentwood, TN 37027
Attn: W. E. Sheriff
(615) 221-2250
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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(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).
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CUSIP No. 04543L 10 9 13D
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Retirement Corporation
IRS Employer Identification No.: 62-1674303
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
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(7) SOLE VOTING POWER
NUMBER OF 2,583,465 (Right to Acquire) See Item 5.
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY N/A
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 2,583,465 (Right to Acquire) See Item 5.
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(10) SHARED DISPOSITIVE POWER
N/A
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,583,465 (Right to Acquire) See Item 5.
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(12) CHECK BOX 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 9
14.9% (Based on outstanding common stock as of November 18, 1998)
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(14) TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $.01 per share
(the "Common Stock"), of Assisted Living Concepts, Inc, a Nevada corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
9955 SE Washington Avenue, Suite 300, Portland, OR 97216.
ITEM 2. IDENTITY AND BACKGROUND.
This schedule 13D is filed on behalf of American Retirement
Corporation, a Tennessee corporation (the "Filing Person"), with its principal
office and business located at 111 Westwood Place, Suite 402, Brentwood, TN
37027. The principal business of the Filing Person is providing senior living
and health care services.
Information concerning the executive officers and directors of the
Filing Person and the persons controlling the Filing Person, if any, is set
forth in Schedule A to this Schedule 13D and is incorporated herein by
reference. Unless otherwise set forth in Schedule A, each of the executive
officers and directors of the Filing Person is a citizen of the United States.
Neither the Filing Person nor, to the best of its knowledge, any person named in
Schedule A to this statement, during the last five years (i) has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
nor (ii) was 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, the Filing Person, Pioneer Merger Corporation, a
Tennessee corporation and a wholly-owned subsidiary of the Filing Person
("Pioneer"), and the Issuer entered into an Agreement and Plan of Merger (the
"Merger Agreement"). In accordance with the terms of the Merger Agreement,
Pioneer will merge (the "Merger") with and into the Issuer, with the Issuer
being the surviving corporation. In the Merger, each issued and outstanding
share of Common Stock of the Issuer will be converted into the right to receive
0.85 shares of common stock, par value $0.01 per share, of the Filing Person.
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 by reference.
Concurrently with the execution of the Merger Agreement, the Filing
Person and the Issuer 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 events (each an "Option"). Pursuant to the terms of the
Cross Option Agreement, the Issuer has granted the Filing Person an Option
covering 2,583,265 shares of Common Stock at a price of $13.96 per share.
Purchases of Common Stock by the 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.
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ITEM 4. PURPOSE OF TRANSACTION.
(a) - (c) See Item 3.
(d) The Filing Person and the Issuer have not determined the
persons who will serve as directors of the Issuer following
consummation of the Merger.
(e) - (j) See Item 3.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) and (b) See Item 3. If the Option were to become 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, the Filing Person and
certain shareholders of the Issuer entered into Shareholder Voting Agreements
(the "Voting Agreements") pursuant to which such shareholders appointed the
Filing Person as his or her proxy to vote the shares of Common Stock owned by
them for approval of the Merger and against certain types of transactions
involving the Issuer and any third party. The Filing Person entered into Voting
Agreements with each of William McBride III, Keren Brown Wilson, Richard C.
Ladd, Gloria Cavanaugh, Bradley R. Razook, Rhonda Marsh, and Sandra Campbell
covering an aggregate of 837,206 shares of Common Stock, or approximately 4.8%
of the issued and outstanding Common Stock of the Issuer on November 18, 1998.
The foregoing description is qualified in its entirety by reference to the full
text of the Voting Agreement, which is incorporated herein by reference.
(c) Except as described in Item 3 and this Item 5, neither the Filing
Person nor, to the best of its knowledge, any of the directors or executive
officers of the Filing Person have effected any transactions in the Common Stock
of the Issuer in the past sixty (60) days.
(d) N/A
(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 described 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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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
Exhibit 1 Agreement and Plan of Merger, dated November 18, 1998, among 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, File No.01-13031).
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, File No. 01-13031).
Exhibit 3 Form of Shareholder Voting Agreement, dated as of November 18, 1998, by and between
certain shareholders of Assisted Living Concepts, Inc. and American Retirement
Corporation (Incorporated by Reference to Exhibit 2.3 of the Current Report on Form 8-K
filed by American Retirement Corporation on November 30, 1998, File No. 01-13031).
</TABLE>
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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.
/s/ W. E. Sheriff
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W. E. Sheriff
Chief Executive Officer
Date: November 30, 1998
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SCHEDULE A
AMERICAN RETIREMENT CORPORATION.
Listed below are the directors and executive officers of American
Retirement Corporation. The business address of American Retirement Corporation,
111 Westwood Place, Suite 402, Brentwood, TN 37027.
<TABLE>
<CAPTION>
Principal Occupation and Name
Name Title Business and Address of Employer
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<S> <C> <C>
W. E. Sheriff* Chairman and Chief Executive American Retirement Corporation
Officer and Director 111 Westwood Place, Suite 402
Brentwood, TN 37027
Christopher J. Coates* President, Chief Operating Officer, American Retirement Corporation
and Director 111 Westwood Place, Suite 402
Brentwood, TN 37027
H. Todd Kaestner* Executive Vice President - American Retirement Corporation
Corporate Development 111 Westwood Place, Suite 402
Brentwood, TN 37027
George T. Hicks* Executive Vice President - American Retirement Corporation
Finance, Chief Financial 111 Westwood Place, Suite 402
Officer, Treasurer and Brentwood, TN 37027
Secretary
James T. Money* Executive Vice President - American Retirement Corporation
Development Services 111 Westwood Place, Suite 402
Brentwood, TN 37027
Tom G. Downs* Senior Vice President - Operations American Retirement Corporation
111 Westwood Place, Suite 402
Brentwood, TN 37027
</TABLE>
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<TABLE>
<S> <C> <C>
Lee A. McKnight* Senior Vice President - Marketing American Retirement Corporation
111 Westwood Place, Suite 402
Brentwood, TN 37027
H. Lee Barfield Director Bass, Berry & Sims PLC,
Member (law firm)
2700 First American Center
Nashville, TN 37238
Jack O. Bovender, Jr. Director Columbia/HCA Healthcare
Corporation, President and Chief
Operating Officer, One Park Plaza,
Nashville, TN 37203
Frank M. Bumstead Director Flood, Bumstead, McCready &
McCarthy, Inc., President (business
management) 1700 Hayes Street,
Suite 304, Nashville, TN 37212
Robin G. Costa Director Maddox Companies, Chief Operating
Officer (oil and gas exploration
and real estate development and
investment), 3833 Cleghorn, Suite
400, Nashville, TN 37215
Clarence Edmonds Director Massey Companies, Vice President
(investment services), 5123
Virginia Way, Suite B-22,
Brentwood, TN 37027
John A. Morris, Jr., M. D. Director Vanderbilt University School of
Medicine, Professor of Surgery and
Director of Division of Trauma and
Critical Care, 243 Medical Center
South, 2100 Pierce Avenue,
Nashville, TN 37212
Daniel K. O'Connell Director Retired, 5133 NW 93rd Doral Way,
Miami, FL 33178
</TABLE>
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<TABLE>
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Nadine C. Smith Director Enidan Capital Partners, L.P.,
President and Chief Executive
Officer (investment company), 440
Sand Ranch, Rt. 1, Box 180A,
Aubrey, TX 76227
Robert G. Roskamp Director Roskamp Management Company, LLC, Manager
(management and development of
senior living communities), 1401
Manatee Avenue West, Suite 800,
Bradenton, FL 34205
Lawrence J. Stuesser Director Computer People, Inc., President
and Chief Executive Officer
(information technology
professional services and
staffing), 125 Jeffrey Avenue,
Holliston, MA 01746
</TABLE>
To the knowledge of the Filing Person, none of the directors and/or executive
officers listed above own shares of Common Stock of the Issuer. Those names
marked with an asterisk are employed solely by the Filing Person.
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